<PAGE> 1
          	As filed with the Securities and Exchange Commission on May 22, 1996

                                                  	Registration No. 33-    
   
 ____________________________________________________________________________


                         	SECURITIES AND EXCHANGE COMMISSION
                            	WASHINGTON, D.C.  20549

                                   	FORM S-8

              	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           	Able Telcom Holding Corp.
              	(Exact name of Registrant as specified in its charter)

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


     1601 Forum Place, Suite 1100, West Palm Beach, Florida 33401             
  
     ------------------------------------------------------------
       	(Address of Principal Executive Offices) (Zip Code)

          Able Telcom Holding Corp. 1995 Stock Option Plan                    
          ------------------------------------------------
                    	(Full title of the plan)

                      	William J. Mercurio
              President and Chief Executive Officer                
                   	Able Telcom Holding Corp.
                 	1601 Forum Place, Suite 1100
                	West Palm Beach, Florida  33401
	                        (407) 688-0400               
              --------------------------------------
         	   (Name, address and telephone number,
             including	area code, of agent for service)

                           	Copy to:
                       	Donn Beloff, Esq.
                        Holland & Knight
                   One East Broward Boulevard
                 Ft. Lauderdale, Florida  33301

               	CALCULATION OF REGISTRATION FEE
<TABLE>
<S>           <C>            <C>               <C>                 <C>
Title of      Amount to      Proposed maximum  Proposed maximum    Amount of 
securities    be registered  offering price    aggregate offering  
registration
to be         (1)            per unit          price (2)           fee (2)
- -----------   -------------  ----------------- ------------------- -----------
Common Stock, 1,060,000        $ 7.19            $ 7,621,400        $ 2,628.07
par value      shares
$.001

</TABLE>

(1) Represents the maximum number of shares that may be acquired pursuant to 
this Registration Statement pursuant to the Able Telcom Holding Corp. 1995 
Stock Option Plan and certain individual plans.  Pursuant to Rule 416 
promulgated under the Securities Act of 1933, this Registration Statement also
registers such additional shares of Common Stock as may be offered or issued 
to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.

(2)	Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(h) calculated on the basis of the high and low sale 
prices
of the Common Stock as reported on the NASDAQ National Market on May 21, 1996.
==============================================================================


The exhibit index is located on Form S-8 Page 7.

<PAGE> 2
                                    	PART II

              	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE.

		The following documents filed with the Securities and Exchange Commission by 
Able Telcom Holding Corp., a Florida corporation (the "Corporation" or the 
"Registrant"), are incorporated herein by reference:

   (1)	The Corporation's Annual Report on Form 10-K for the fiscal year ended 
October 31, 1995, filed February 13, 1996.

   (2)	The Corporation's Quarterly Report for the period ending January 31,
1996, filed March 15, 1996.

			(3)	The Corporation's 
reports on Form 8-K filed with the Commission on March 21, 1996, and December 
22, 1995, and the Form 8-K/A-1 filed with the Commission on February 20, 1996.

			(4)	All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 (the 
"Exchange Act"), prior to the filing of a post-effective amendment which 
indicated that all remaining securities offered have been sold or which 
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part 
thereof from the date of filing such documents.

		Any statement in a document incorporated or deemed to be incorporated by 
reference herein shall be deemed to be modified or superseded for the purposes
of this Registration Statement 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 
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.	DESCRIPTION OF SECURITIES.

		The class of securities to be offered under this Registration Statement is 
registered under Section 12 of the Exchange Act.

ITEM 5.	INTERESTS OF NAMED EXPERTS AND COUNSEL.

		Not applicable.


ITEM 6.	INDEMNIFICATION OF OFFICERS AND DIRECTORS.

		Section 607.0850 of the Florida Business Corporation Act grants each 
corporation organized thereunder the power to indemnify its officers and
directors against liability for certain of their acts.  

		Article V of the Corporation's Bylaws contains the following provision with
respect to the liability of the Corporation's Directors to the Corporation:

		The Corporation shall indemnify any and all persons who may serve or which 
have served at any time as directors or officers, or which at the request of 
the Board of Directors of the Corporation may serve or at any time have served
as directors or officers of another corporation in which the Corporation at such
<PAGE> 3 
time owned or may own shares of stock or of which it was or may be a creditor, 
and their respective heirs, administrators, successors and assigns, against 
liability incurred by such persons in connection with any proceeding, and 
against expenses actually and reasonably incurred in connection therewith,
in which they, or any of them are made parties, or a party, or which may be 
asserted against them or any of them, by reason of being or having been 
directors or officers or a director or officer of the Corporation, or of 
such other corporation, if such persons acted in good faith 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 not 
reasonable cause to believe their conduct was unlawful.  Such 
indemnification shall be in addition to any other rights to which those 
indemnified may be entitled under any laws, bylaw, agreement, vote of 
stockholders or otherwise.

		The Corporation has directors and officers liability insurance.  In addition 
to covering directors and officers of the Corporation, the insurance also 
insures the Corporation against amounts paid by it to indemnify such directors
and officers. 

ITEM 7.	EXEMPTION FROM REGISTRATION CLAIMED.

		Not Applicable.


ITEM 8.	EXHIBITS.

	Exhibit Numbers	Description

		4.1		1995 Stock Option Plan

		4.2a	Form of Employee Incentive Stock Option Agreement

  4.2b Form of Director's Nonqualified Stock Option Agreement

		4.3		Stock Option Agreement between the Corporation and William J. Mercurio, 
       dated June 30, 1995.

		4.4		Stock Option Agreement between the Corporation and Daniel L. Osborne, 
       dated January 14, 1993.

		4.5		Stock Option Agreement between the Corporation and Frazier L. Gaines, 
       dated September 14, 1992.

		4.6		Stock Option Agreement between the Corporation and Gaston Moons, dated 
       June 30, 1995.

  4.7  Subscription Agreement between the Corporation and Bill B. Caudill,
       dated December 6, 1995, in connection with H. C. Connell, Inc.
       acquisition.

  4.8  Subscription Agreement between the Corporation and Frazier L. Gaines,
       dated December 6, 1995, in connection with H. C. Connell, Inc.
       acquisition.

		5.1		Opinion of Holland & Knight

		20.1 Consent of Ernst & Young LLP

		20.2 Consent of Holland & Knight is included in their opinion filed as 
       Exhibit 5.1 to this Registration Statement.

<PAGE> 4

  20.3 Consent of KPMG Peat Marwick LLP

  20.4 Consent of Mercurio & Associates

		24.1 Power of Attorney (included on signature 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 of 1933; 

			(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.
Notwithstanding the foregoing, any increase or decrease in volume of 
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end 
of the estimated maximum offering range may be reflected in the form of 
prospectus filed with the Commission pursuant to Rule 424(b) if, in the 
aggregate, the changes in volume and price represent no more than a 20% change 
in the maximum aggregate offering price set forth in the "Calculation of 
Registration Fee" table in the effective registration statement; and

			(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 registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed with or furnished to the 
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration 
statement.

			(2)	That, for the purpose of determining any liability under the Securities 
Act of 1933, 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 the 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 of 1933, each filing of the 
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.

	(h)	Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, 
therefore, unenforceable.  In the event that a claim for indemnification 
<Page 5>
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 Act and will be governed by the final
adjudication of such issue.


                               	SIGNATURES

		Pursuant to the requirements of the Securities Act, 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 West Palm Beach, State of Florida, on April 29, 1996.

                                						
                                	Able Telcom Holding Corp.

                                	By:   /s/ William J. Mercurio          
                                      ---------------------------------- 
                                   							
                                     	William J. Mercurio
                                   							
                                     	President, Chief Executive Officer,
		                              						and Director (Principal	Executive 
                                      Officer)


<PAGE> 6
                      	GENERAL POWER OF ATTORNEY


		KNOW ALL MEN BY THESE PRESENTS, each officer and director whose signature 
appears below, hereby authorizes, constitutes and appoints WILLIAM J. MERCURIO 
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 post-effective amendments to this Registration 
Statement, together with any and all exhibits hereto and thereto and other
documents required to be filed with respect hereto and thereto and to file
the same with the Securities and Exchange Commission and any other regulatory 
or other authority, 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 or she might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent, or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof and
incorporate such changes as the said attorney-in-fact deems appropriate.

		Pursuant to the requirements of the Securities Act of 1933, as amended, this 
Registration Statement has been signed by the following persons in the 
capacities and on the date indicated:

<TABLE>
<S>                          <C>                             <C>
Signature                    Title                           Date
- ---------------------------  ------------------------------  ---------------
        

/s/ William J. Mercurio      President, Chief Executive      May 21, 1996
- -----------------------      Officer and Director
William J. Mercurio          (Principal Executive Officer)


/s/ William D. Callahan     	Chief Financial Officer and     May 21, 1996
- -----------------------      Director
William D. Callahan


/s/ Daniel L. Osborne        Chief Accounting Officer        May 21, 1996
- -----------------------    
Daniel L. Osborne


/s/ Frazier L. Gaines        Director                        May 16, 1996 
- -----------------------
Frazier L. Gaines


/s/ Bill B. Caudill          Director                        May 16, 1996
- -----------------------
Bill B. Caudill



<PAGE> 7
</TABLE>


<TABLE>
<CAPTION>
                            	EXHIBIT INDEX
<S>            <C>                                                  <C>
               Sequentially
Exhibit        Numbered
Numbered       Description                                          Page
- --------       -----------                                          ----
4.1	          	1995 Stock Option Plan..............................   	8

4.2a	          Form of Employee's Incentive Stock Option Agreement.  	15

4.2b           Form of Director's Nonqualified
               Stock Option Agreement..............................   19  

4.3		          Stock Option Agreement between the Corporation and
               William J. Mercurio, dated June 30, 1995............	  22

4.4		          Stock Option Agreement between the Corporation and
               Daniel L. Osborne, dated January 14, 1993...........  	24

4.5		          Stock Option Agreement between the Corporation and
               Frazier Gaines, dated September 14, 1992............   26

4.6		          Stock Option Agreement between the Corporation and
               Gaston Moons, dated June 30, 1995 ..................   28

4.7            Subscription Agreement between the Corporation and 
               Billy B. Caudill, dated December 6, 1995, in
               connection with the H. C. Connell, Inc.
               acquisition ........................................   32

4.8            Subscription Agreement between the Corporation and 
               Frazier L. Gaines, dated December 6, 1995, in 
               connection with the H. C. Connell, Inc. 
               acquisition ........................................   40

5.1		          Opinion of Holland & Knight	........................   48

20.1		         Consent of Ernst & Young LLP........................   49

20.2		         Consent of Holland & Knight  included in its opinion
              	filed as Exhibit 5.1 to this Registration Statement.   48

20.3           Consent of KPMG Peat Marwick LL.....................   49

20.4           Consent of Mercurio and Associates..................   50

24.1		         Power of Attorney (included on signature page)...... 	 6

</TABLE>
<PAGE> 8
                             EXHIBIT 4.1

                      ABLE TELCOM HOLDING CORP.
                       1995 STOCK OPTION PLAN

                        Section 1.  Purpose.

     This 1995 Stock Option Plan is intended to provide incentives: (a) to the 
officers and other employees of Able Telcom Holding Corp. or any of its 
present or future subsidiaries by providing such employees with opportunities to
purchase stock in Able Telcom Holding Corp. pursuant to options granted 
hereunder that qualify as "incentive stock options" under Section 422(b) of 
the Internal Revenue Code of 1986, as amended; and (b) to directors, officers, 
employees, advisors and consultants of Able Telcom Holding Corp. or any of its
present or future subsidiaries by providing such persons with opportunities to 
purchase stock in Able Telcom Holding Corp. pursuant to options granted 
hereunder which do not qualify as "incentive stock options."

                      	Section 2.  Definitions.

	(a)	"Agreement" shall have the meaning ascribed to the term as set forth in 
Section 6 hereof.

	(b)	"Board of Directors" means the Board of Directors of the Company or any
Subsidiary.

	(c)	"Common Stock" means the common stock, $.001 par value per share, of the 
Company.

 (d)	 "Company" means Able Telcom Holding Corp., a Florida corporation.

	(e)	"Employee" means every individual performing services for the Company or 
any Subsidiary if the relationship between him and the person for whom he 
performs such services is the legal relationship of employer and employee as
determined in accordance with Section 3401(c) of Internal Revenue Code and 
Treasury Regulations promulgated thereunder.  A member of the Board of 
Directors in his sole capacity as such is not an Employee.

	(f)	"Incentive Stock Option" means a right granted pursuant to this Plan to
purchase Common Stock that satisfies the requirements of Section 422 of the 
Internal Revenue Code.

	(g)	"Internal Revenue Code" means the Internal Revenue Code of 1986, as 
amended.

	(h)	"Non-Affiliate Director" means every member of the Board of Directors who
is not an Employee of the Company or any Subsidiary and who does not 
beneficially own, within the meaning of Rule 13d-2 of the Securities Exchange
Act of 1934, as amended, more than five percent (5%) of any class of the 
outstanding capital stock of the Company.

	(i)	"Nonqualified Stock Option" means a right granted pursuant to this Plan to
purchase Common Stock that does not satisfy the requirements of Section 422 of 
the Internal Revenue Code.

	(j)	"Option" means a right granted pursuant to this Plan to purchase Common 
Stock which may be either an Incentive Stock Option or a Nonqualified Stock 
Option as determined by the Board of Directors.

	(k)	"Optionee" means an individual who has received an Option under the Plan.

	(l)	"Option Shares" means the shares of Common Stock issuable upon the exercise
of an Option.

	(m)	"Plan" means this stock option plan authorizing the granting of stock 
Options.

	(n)	"Plan Administrators" shall have the meaning ascribed to the term as set 
forth in Section 5 hereof.

<PAGE> 9
	(o)	"Plan Adoption Date" means the date on which this Plan shall have been 
adopted by the Board of Directors.

	(p)	"Reserved Shares" shall have the meaning ascribed to the term as set forth
in Section 3 hereof.

	(q)	"Subsidiary" means any corporation (other than the Company) in an unbroken 
chain of corporations beginning with the Company if, at the time the Option is 
granted, each of the corporations other than the last corporation in the 
unbroken chain owns 50% or more of the total combined voting power of all 
classes of stock in one of the other corporations in such chain.

                   	Section 3.  Shares Subject to the Plan.

	Subject to adjustments pursuant to Section 9 of the Plan, no more than Five 
Hundred Fifty Thousand (550,000) shares in the aggregate of the Company's 
Common Stock (the "Reserved Shares") may be issued pursuant to the Plan to 
eligible participants.  The number of the Reserved Shares shall be reduced by 
the number of Options granted under the Plan.  The Reserved Shares may be made 
available from authorized but unissued Common Stock of the Company, from Common
Stock of the Company held as treasury stock, from any shares which may become 
available due to the expiration, cancellation or other termination of any 
Option previously granted by the Company, or from any combination of the
foregoing.

                          	Section 4.  Eligibility.

	The individuals eligible to receive Options under this Plan shall be 
such valued Employees, Non-Affiliate Directors, advisors or consultants of the 
Company or any Subsidiary, as the Plan Administrators may from time to time 
determine and select.  Non-Affiliate Directors, advisors and consultants shall 
only be eligible to receive Nonqualified Stock Options.  Employees shall be 
eligible to receive both Incentive Stock Options and Nonqualified Stock 
Options.  An Optionee may hold more than one Option.  No Employee of the 
Company or any Subsidiary is eligible to receive any Incentive Stock Options 
if such Employee, at the time the option is granted, owns, beneficially or of 
record, in excess of 10% of the outstanding voting stock of the Company or a 
Subsidiary; provided, however, that such Employee will be eligible to receive 
an Incentive Stock Option if at the time such Option is granted the Option 
price is at least 110% of the fair market value (determined with regard to 
Section 422(c)(7) of the Internal Revenue Code) of the stock subject to the 
Option and such Option by its terms is not exercisable after the expiration of 
five (5) years from the date such Option is granted.  Pursuant to Section 
422(d) of the Internal Revenue Code, no Option granted pursuant to this Plan 
shall be treated as an Incentive Stock Option to the extent that the aggregate 
fair market value (determined at the time the Option was granted) of Common 
Stock with respect to which Options (that otherwise qualify as Incentive Stock 
Options) are exercisable for the first time by an Employee during any calendar 
year (under all plans of the Company and its Subsidiaries) exceeds $100,000.

	Section 5.  Administration of the Plan.

	(a)	The Plan shall be administered by those members of the Board of 
Directors, or by a committee appointed by the Board of Directors, (in either 
event, the "Plan Administrators") who are disinterested persons within the 
meaning of Rule 16b-3(c)(2)(i) of the Securities Exchange Act of 1934, as 
amended ("Disinterested Persons").

	(b)	The Plan Administrators shall have the power, subject to, and 
within the limits of, the express provisions of the Plan:

	(i)	To determine from time to time which eligible persons shall be 
granted Options under the Plan, and the time when any Option shall 
be granted to them;

	(ii)	To determine the number of Options to be granted to any person;

	(iii)	To grant Incentive Stock Options, Nonqualified Stock Options, or 
both, under the Plan to such persons;

<PAGE> 10
	(iv)	To determine the duration and purposes of leaves of absence which 
may be granted to Optionees without constituting a termination of 
their employment for purposes of the Plan;

	(v)	To prescribe the terms and provisions of each Option granted under 
the Plan (which need not be identical);

 	(vi)	To determine the maximum period during which Options may be 
exercised;

	(vii)	To construe and interpret the Plan and Options granted under it, 
and to establish, amend, and revoke rules and regulations for its 
administration; and

	(viii)
	Generally, to exercise such powers and to perform such acts as are 
deemed necessary or expedient to promote the best interests of the 
Company with respect to the Plan.

	(c)	Notwithstanding the foregoing, neither the Board of Directors, any 
committee thereof nor any person designated pursuant to paragraph (d) below 
may take any action which would cause any Plan Administrator to cease to be a 
Disinterested Person with regard to this Plan or any other stock option or 
other equity plan of the Company.  In particular, neither the Board of 
Directors, the Plan Administrators, nor any committee thereof shall have any 
discretion as to:

	(i)	the selection of Non-Affiliate Directors who are eligible to 
receive the grant of Nonqualified Stock Options pursuant to 
Section 7 below; or

	(ii)	the number of Options granted to any Non-Affiliate Director 
pursuant to Section 7 below.

	(d)	The Plan Administrators, in the exercise of these powers, may 
correct any defect or supply any omission, or reconcile any inconsistency in 
the Plan, or in any Option, in the manner and to the extent it shall deem 
necessary or expedient to make the Plan fully effective.  All determinations 
of the Plan Administrators shall be made by majority vote.  Subject to any 
applicable provisions of the Company's By-laws, all decisions made by the Plan 
Administrators pursuant to the provisions of the Plan and related orders or 
resolutions of the Plan Administrators shall be final, conclusive and binding 
on all persons, including the Company, stockholders of the Company, Employees 
 and  Optionees.

	(e)	The Plan Administrators may designate the Secretary of the 
Company, or other employees of the Company or competent professional advisors, 
to assist in the administration of this Plan and may grant authority to such 
persons to execute agreements or other documents on behalf of the Plan 
Administrators.

	(f)	The Plan Administrators may employ such legal counsel, consultants 
and agents as they may deem desirable for the administration of this Plan and 
may rely upon any opinion received from any such counsel or consultant and any 
computation received from any such consultant or agent.  No present or former 
Plan Administrator shall be liable for any action or determination made in 
good faith with respect to this Plan or any Option granted hereunder.  To the 
maximum extent permitted by applicable law and the  Company's Certificate of 
Incorporation and By-laws, each present or former Plan Administrator shall be 
indemnified and held harmless by the Company against any cost or expenses (in-
cluding counsel fees) or liability (including any sum paid in settlement of a 
claim with the approval of the Company) arising out of any act or omission to 
act in connection with this Plan unless arising out of such person's own fraud 
or bad faith.  Such indemnification shall be in addition to any rights of 
indemnification the person may have as a director, officer or employee or 
under the Certificate of Incorporation of the Company, the By-laws of the 
Company or otherwise.  Expenses incurred by the Plan Administrators in the 
engagement of such counsel, consultant or agent shall be paid by the Company.

Section 6.  Option Terms and Conditions.

	The Options granted under the Plan shall be evidenced by written Option 
Agreements (the "Agreements") consistent with the terms of the Plan which 
shall be executed by the Company and the Optionee.  The Agreements, in such 
form as the Plan Administrators shall from time to time approve, shall, 
incorporate the following terms and conditions:
<PAGE> 11
	(a)	Time of Exercise.  Options shall be exercisable in accordance with 
the terms of the Agreements as approved by the Plan Administrators from time 
to time.  Incentive Stock Options may be exercised only if, at all times 
during the period that begins on the date of the granting of the Incentive 
Stock Option and that ends on the day three (3) months before the date of such 
exercise, the Optionee was an Employee of the Company or any Subsidiary; 
provided, however, that if the Optionee is "disabled" within the meaning of 
Section 22(e) of the Internal Revenue Code, then the end of the preceding 
post-employment exercise period shall be extended to one (1) year.

	(b)	Purchase Price.  Except as otherwise provided in Section 4 hereof, 
the purchase price per share of Common Stock deliverable upon the exercise of 
an Incentive Stock Option shall not be less than the fair market value of the 
Common Stock on the date the Option is granted.  The purchase price per share 
of Common Stock deliverable upon the exercise of a Nonqualified Stock Option 
shall be determined by the Plan Administrators in their sole discretion.

	(c)	Method of Exercise.  In order to exercise an Option in whole or in 
part, the Optionee shall give written notice to the Company at its principal 
place of business of such exercise, stating the number of shares with respect 
to which the Option is being exercised.  Such notice shall be accompanied by 
full payment of the purchase price thereof either (i) in cash, or (ii) at the 
discretion of the Plan Administrators, in whole shares of Common Stock having 
a fair market value equal as of the date of the exercise to the cash exercise 
price of the Option, or (iii) at the discretion of the Plan Administrators, by 
delivery of the  Optionee's personal recourse note bearing interest payable 
not less than annually at no less than 100% of the lowest applicable Federal 
rate, as defined in Section 1274(d) of the Internal Revenue Code, or (iv) any 
combination of (i), (ii) and (iii) above.  If the Plan Administrators exercise 
their discretion to permit payment of the exercise price of any Option by 
means of the methods set forth in clauses (ii), (iii) or (iv) of the preceding 
sentence, such discretion shall be exercised in writing at the time of the 
grant of the Option in question.  The exercise date of the Option shall be the 
date the Company receives such notice with any necessary accompaniments in 
satisfactory order.

	(d)	Transferability.  An Option shall not be transferable by the 
Optionee other than at death and an Option granted to such Optionee is 
exercisable, during his lifetime, only by such Optionee.

	The Agreements may also contain such other terms, provisions, and 
conditions consistent with the Plan and applicable provisions of the Internal 
Revenue Code as the Plan Administrators may determine are necessary or proper.

	Section 7.    Stock Option Grant for Non-Affiliate Directors.

	(a)	Grant of Options.  Each Non-Affiliate Director of the Company as 
of the date of approval of this Plan by the Board of Directors (the "Plan 
Adoption Date"), or any other person as of the date he or she first becomes a 
Non-Affiliate Director, in each case who has not previously been granted an 
Option or any other stock option by the Company, is hereby, and shall be, 
automatically granted a Nonqualified Stock Option to purchase Five Thousand 
(5,000) shares of Common Stock.  The Options granted to existing Non-Affiliate 
Directors as of the Plan Adoption Date shall be at an exercise price equal to 
the closing market price for the Common Stock on that date.

	(b)	Option Price.  Notwithstanding anything to the contrary contained 
in this Plan, any Nonqualified Stock Option granted pursuant to this Section 7 
shall provide an exercise price per share equal to 100% of the fair market 
value per share of the Common Stock on the date of such grant.

	(c)	Option Term.  Any Nonqualified Stock Option granted pursuant to 
this Section 7 shall expire on the earlier of (i) the date which is six years 
from the date of its grant or (ii) the date which is 30 days after the date 
that such Optionee shall no longer serve as a member of the Board.  
Nonqualified Stock Options issued to a Non-Affiliate Director shall not be 
exercisable until the first anniversary of the date of grant (the "Vesting 
Date"); provided, however, that said Options shall not vest and shall expire 
if the Non-Affiliate Director fails to attend at least 60% of all Board of 
Directors' meetings, and meetings of committees of which he is a member, which 
take place between the date of grant and the Vesting Date.

	(d)  All grants of Nonqualified Stock Options to members of the Board 
pursuant to this Section 7 shall in all other respects be made in accordance 
with the provisions of this Plan applicable to other eligible persons.  The 
<PAGE> 12
provisions of this Section 7 shall not be amended more than once in any six 
month period, other than to comply with changes in the Internal Revenue Code, 
the Employee Retirement Income Security Act of 1974, as amended, or other 
applicable federal or state law.

	Section 8.  Rights of Stockholders and Optionee.

	An Optionee shall not be deemed to be the holder of, or to have any of 
the rights of a holder with respect to, any shares subject to such Option, 
unless and until:  (a) the Option shall have been exercised pursuant to the 
terms thereof; (b) the Company shall have issued and delivered the shares to 
the Optionee; and (c) the Optionee's name shall have been entered as a 
stockholder of record on the books of the Company.  Thereupon, the Optionee 
shall have full voting and other ownership rights with respect to such shares.

Section 9.  Adjustments in the Event of Changes in the Capital Structure,
	Reorganization Anti-Dilution or Accounting Changes.

	(a)	Changes in Capital Structure.  In the event of a change in the 
corporate structure or shares of the Company, the Plan Administrators (subject 
to any required action by the stockholders) shall make such equitable 
adjustments as they may deem appropriate in the number and kind of shares 
authorized by the Plan and, with respect to outstanding Options in the number 
and kind of shares covered thereby and in the exercise price of such Options 
on the dates granted.  For the purpose of this Section, a change in the 
corporate structure or shares of the Company shall include, but is not limited 
to, changes resulting from a recapitalization, stock split, reverse stock 
split, consolidation, rights offering, stock dividend, reorganization, or 
liquidation.

	(b)	Reorganization-Continuation of the Plan.  Upon the effective date 
of the dissolution or liquidation of the Company, or a reorganization, merger 
or consolidation of the Company with one or more corporations in which the 
Company is not the surviving corporation, or of a transfer of substantially 
all of the Company's property or more than 80% of the then outstanding shares 
of the Company to another corporation not controlled by the Company's 
stockholders, the Plan and any Option previously granted under the Plan shall 
terminate unless provision be made in writing in connection with such 
transaction for the continuation of the Plan and for the assumption of the 
Options previously granted, or for the substitution of new Options covering 
the shares of a successor employer corporation, or a parent or subsidiary 
thereof, with appropriate adjustments (in accordance with the applicable 
provisions of the Internal Revenue Code) as to the number and kind of shares 
and price per share, in which event the Plan and the Options previously 
granted or new Options substituted therefor shall continue in the manner and 
under the terms as provided.

	(c)	Reorganization-Termination of the Plan.  In the event of a 
dissolution, liquidation, reorganization, merger, consolidation, transfer of 
assets or transfer of shares, as provided in Section 9(b) above, and if 
provision is not made in such transaction for the continuance of the Plan and 
for the assumption of Options previously granted or the substitution of new 
Options covering the shares of a successor employer corporation or a parent or 
subsidiary thereof, then an Optionee under the Plan shall be entitled to 
written notice prior to the effective date of any such transactions stating 
that rights under his Option must be exercised within thirty (30) days of the 
date of such notice or they will be terminated.

 	Section 10.  General Restrictions.

	(a)  No Option shall be exercisable, in whole or in part, and the 
Company shall not be obligated to sell any Option Shares, if such exercise or 
sale would, in the opinion of the Company, violate the applicable requirements 
of any Federal or state law.  Additionally, no Option shall be exercisable if, 
at any time, the Company shall determine in its discretion that:

	(i)	the listing of the Option Shares is necessary or desirable under 
any securities exchange requirements; or

	(ii)	the qualification of the Option Shares is necessary or desirable 
under any applicable law; or 
<PAGE>13
	(iii)	the consent or approval of any governmental regulatory body is 
necessary or desirable as a condition of, or in connection with, 
the issuance of the Option Shares; 

unless such listing, qualification, consent or approval shall have been 
effected or obtained free of any conditions not acceptable to the Company.

	(b)  If any law or regulation of any state or Federal commission or 
agency having jurisdiction shall require the Company or the Optionee to take 
any action with respect to the Option Shares, then the date upon which the 
Company shall deliver or cause to be delivered the certificate or certificates 
for the Option Shares shall be postponed until full compliance shall have been 
made with all such requirements.

		Section 11.  Employment.

	Nothing in this Plan shall be deemed to grant any right of continued 
employment to a participating employee or to limit or waive any rights of the 
Company or its Subsidiary to terminate such employment at any time, with or 
without cause.

	Section 12.  Amendment.

	Subject to the provisions of Sections 5(c) and 7(d) hereof, the Board of 
Directors of the Company shall have the power to amend or revise the terms of 
this Plan or any part thereof without further action of the stockholders; 
provided, however, that no such amendment shall impair any Option or deprive 
any Optionee of shares that may have been granted to him under the Plan 
without his consent; and provided, further, that no such amendment shall, 
without stockholder approval:

	(a)	increase the aggregate number of the Reserved Shares for the 
purpose of the Plan;

	(b)	change the class of individuals eligible to receive Options under 
the Plan;

	(c)	extend the maximum period during which any Option may be granted 
or exercised;

	(d)	reduce the Option price per share under any Option below fair 
market value; or 

	(e)	extend the term of the Plan.

	Section 13.  Effective Date and Termination of Plan.

	(a)	The effective date of the Plan shall be the Plan Adoption Date; 
provided, however, in the event that the Plan is not approved by the voting 
stockholders of the Company on or before December 31, 1996, the Plan and all 
Options granted and to be granted hereunder shall be null and void and the 
Company shall have no obligation of any nature whatsoever to any employee or 
other person arising out of the Plan or any options granted or to be granted 
hereunder.

	(b)	The Board of Directors of the Company may terminate the Plan at 
any time with respect to any shares that are not subject to Options.  Unless 
terminated earlier by the Board of Directors, the Plan shall terminate on 
September 19,  2005, and no Options shall be granted under this Plan after it 
has been terminated.  Termination of this Plan shall not affect the right and 
obligation of any Optionee with respect to Options granted prior to termina-
tion.

	Section 14.  Withholding Taxes.

	Whenever under the Plan shares are to be issued in satisfaction of 
Options granted hereunder, the Company shall have the right to require the 
recipient to make arrangements to remit to the Company an amount sufficient to 
satisfy federal, state and local withholding tax requirements, if any, prior 
to or following the delivery of any certificate or certificates for such 
shares.

	Section 15.  Qualification.

	This Plan is adopted pursuant to, and is intended to comply with, the 
applicable provisions of the Internal Revenue Code and the regulations 
<PAGE> 14
thereunder.  Incentive Stock Options granted pursuant to this Plan are 
intended to be "incentive stock options" as that term is defined in Section 
422 of the Internal Revenue Code and the regulations thereunder.  In the event 
this Plan or any Incentive Stock Option granted pursuant to this Plan is in 
any way inconsistent with the applicable legal requirements of the Internal 
Revenue Code or any regulation thereunder, this Plan and any Incentive Stock 
Option granted pursuant to this Plan shall be deemed automatically amended as 
of the date hereof to conform to such legal requirements, if such conformity 
can be achieved by amendment.

	Section 16.    Notice to Company of Disqualifying Disposition.

	Each Employee who receives an Incentive Stock Option must agree to 
notify the Company in writing immediately after the Employee makes a 
disqualifying disposition of any Common Stock acquired pursuant to the 
exercise of an Incentive Stock Option.  For purposes of this Plan, a 
"disqualifying disposition" is any disposition (including any sale) of such 
Common Stock before the later of (i) two years after the date the Employee was 
granted the Incentive Stock Option, or (ii) one year after the date the 
Employee acquired Common Stock by exercising the Incentive Stock Option.  

<PAGE> 15
                              Exhibit 4.2a

                 EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT

	THIS AGREEMENT, made as of the _______ day of ______________, 1996 by 
and between Able Telcom Holding Corp., a Florida corporation (together with 
its subsidiaries, the "Company"), and ______________________________ (the 
"Optionee").

                         W I T N E S S E T H:

	WHEREAS, the Company has established and adopted its 1995 Stock Option 
Plan (the "Plan"), pursuant to which it may grant options to purchase shares 
of its common stock, $.001 par value per share (the "Common Stock") to its 
employees;

	WHEREAS, Optionee is an employee of the Company and has been granted 
options to purchase shares of Common Stock; and

	WHEREAS, Optionee and the Company desire to establish the terms and 
conditions of such options in this Agreement;

	NOW, THEREFORE, in consideration of the mutual covenants set forth 
herein, and other good and valuable consideration, the receipt and adequacy of 
which is hereby acknowledged, the parties agree as follows:

	1.	Grant of Option.  Subject to and upon the terms and conditions set 
forth in this Agreement, the Company hereby grants to Optionee an Incentive 
Stock Option (sometimes hereinafter referred to as "Option") to purchase 
_________ shares (the "Option Shares") during the specified term of this 
Option, at a price equal to ________________________________________ Dollars 
($________) per share, which price is equal to the current market value per 
share.  This Option is granted pursuant to the terms and conditions of the 
Plan, all of which terms and conditions are hereby incorporated by reference 
into this Agreement.

	2.	Specified Term; Time of Exercise.  This Option shall vest and 
shall be exercisable, subject to the provisions of Section 7 hereof, during 
the period commencing on ________________________ and ending on 
_____________________.  While exercisable, Optionee may exercise all or any 
portion of this Option.  

	3.	Transferability of Option.  This Option shall not be transferable 
by the Optionee other than at death, and this Option is exercisable during the 
Optionee's lifetime only by the Optionee.

	4.	Termination of Employment.  If Optionee ceases to be employed by 
the Company ( or any of its subsidiaries) for any reason, other than death or 
permanent and total disability, then all rights with respect to any then 
exercisable Option Shares shall terminate after the expiration of a period of 
ninety (90) days from the date of termination.  If Optionee's employment is 
terminated as a result of death or "permanent and total disability" (as 
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended), 
then all Option Shares which would have otherwise vested and become 
exercisable in the one (1) year period following such event shall continue to 
so vest and become exercisable as so scheduled and, together with any 
previously exercisable Option Shares, shall be exercisable for the lesser of: 
 (i) the remaining term of the Option or (ii) one (1) year from the date of 
termination of Optionee's employment as a result of death or "permanent and 
total disability".

	5.	Adjustment in the Event of Change in Capital Structure, 
Reorganization, Anti-Dilution or Accounting Changes.  In the event of a change 
<PAGE> 16
in the corporate structure or shares of the Company, subject to any required 
action by the shareholders, the Company shall make such equitable adjustments 
with respect to dilution or accretion as it may deem appropriate in the 
number, kind and in the exercise price of the unexercised Option Shares 
granted by this Agreement.  For purposes of this section, a change in the 
corporate structure or shares of the Company shall include, but is not limited 
to, changes resulting from a recapitalization, stock split, reverse split, 
consolidation, rights offering, stock dividend, reorganization or liquidation. 
 This Agreement shall not in any way affect the right of the Company to make 
changes in its capital structure including, without limitation, the issuance 
of any additional shares of any class of its capital stock, or to merge or 
dissolve, liquidate or sell all or any part of its business or assets.  In no 
event shall Optionee be entitled to any adjustments as a result of the 
issuance of any additional shares of any class of the Company's capital stock 
where the consideration received by the Company is equal to or greater than 
the fair market value of such shares, as reasonably determined by the Board of 
Directors of the Company.

	6.	Privilege of Stock Ownership.  Optionee shall not be deemed to be 
the holder of, or to have any of the rights of a holder with respect to, any 
Option Shares unless and until the Option shall have been exercised pursuant 
to the terms hereof, the Company shall have issued and delivered the shares to 
Optionee, and Optionee's name shall have been entered as a stockholder of 
record on the books of the Company.  Thereupon, Optionee shall have full 
voting and other ownership rights with respect to such shares.

	7.	Manner of Exercising Option.

		A.	This Option may be exercised only as to whole shares and 
only by written notice signed by Optionee (or in the case of exercise after 
Optionee's death or disability, by Optionee's legal representative, executor, 
administrator, heir or legatee, as the case may be) and mailed or delivered to 
the President or Secretary of the Company at its principal office, which 
notice shall: (i) specify the number of Option Shares with respect to which 
the Option is being exercised; (ii) be accompanied by payment in full in cash; 
(iii) if the shares of Common Stock issuable upon exercise of the Option are 
not then covered by a current registration statement of the Company under the 
Securities Act of 1933, as amended (the "Securities Act"), include a statement 
to the effect that Optionee, or other person exercising the Option, is 
purchasing the Option Shares for investment and not with a view to, or for 
sale in, any distribution thereof; and (iv) if the Option is being exercised 
by a person or persons other than Optionee, be accompanied by proof 
satisfactory to the Company and its counsel, that such person or persons have 
the right to exercise the Option.  Prior to the issuance of the Option Shares 
hereunder, Optionee shall execute and deliver to the Company such other 
representations in writing as may be reasonable requested by the Company in 
order for it to comply with the applicable requirements of Federal and state 
securities laws.

		B.	This Option shall be deemed to have been exercised with 
respect to the Option Shares specified in said notice at the time of receipt 
by the Company of:  (i) the notice specified in Section 7(A) hereof; (ii) any 
representations reasonable required by the Company pursuant to Section 7(A) 
hereof; and (iii) the payment required in Section 7(A) hereof.

		C.	Unless the shares of Common Stock issuable upon exercise of 
the Option are covered by a then current registration statement of the Company 
under the Securities Act, the certificates representing the Option Shares 
issued or to be issued hereunder shall be stamped or otherwise imprinted with 
legends substantially in the following form:

	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
	REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 
	OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN 
<PAGE> 17
	ACQUIRED FOR AN INVESTMENT AND MAY NOT BE SOLD, TRANS-
	FERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN 
	EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER 
	THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF 
	COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT
	REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.

	8.	Securities Law Requirements.

		A. 	No Option granted hereunder shall be exercisable, in whole 
or in part, and the Company shall not be obligated to sell any Option Shares 
if such exercise and sale would, in the opinion of counsel for the Company, 
violate the applicable requirements of Federal or state securities laws.  Each 
Option shall be subject to the further requirement that, if at any time the 
Company shall determine in its discretion that the listing or qualification of 
the Option Shares under any securities exchange  requirements or under any 
applicable law, or the consent or approval of any governmental regulatory 
body, is necessary or desirable as a condition of, or in connection with, the 
issuance of the Option Shares, such Option may not be exercised in whole or in 
part unless such listing, qualification, consent or approval shall have been 
effected or obtained free of any conditions not acceptable to the Company.

		B.	If any law or regulation of any state or Federal commission 
or agency having jurisdiction shall require the Company or the Optionee to 
take any action with respect to the Option Shares, then the date upon which 
the Company shall deliver or cause to be delivered the certificate or 
certificates for the Option Shares shall be postponed until full compliance 
shall have been made with all such requirements.

	9.	Employment.  Nothing contained in this Agreement shall be deemed 
to grant any right of continued employment to a participating employee or to 
limit or waive any rights of the Company or any subsidiary of the Company to 
terminate such employment at any time, with or without cause.

	10.	Amendments.  The provision of this Agreement may not be amended, 
supplemented, waived or changed orally, except by a writing signed by the 
party as to whom enforcement of any such amendment, supplement, waiver or 
modification is sought and making specific reference to this Agreement.

	11.	Assignments.  This Agreement may no be assigned by the Optionee.

	12.	Further Assistance.  The parties hereby agree from time to time to 
execute and deliver such further and other transfers, assignments and 
documents and do all matters and things which may be convenient or necessary 
to more effectively and completely carry out the intentions of this Agreement.

	13. 	Binding Effect.  All of the terms and provisions of this 
Agreement, whether so expressed or not, shall be binding upon, inure to the 
benefit of, and be enforceable by the parties and their respective 
administrators, executors, legal representatives, heirs, successors and 
permitted assigns.

	14.	Governing Law.  This Agreement and all transactions contemplated 
by this Agreement shall be governed by, and construed and enforced in 
accordance with, the internal laws of the State of Florida without regard to 
principles of conflicts of laws.

	15.	Entire Agreement.  This Agreement represents the entire 
understanding and agreement among the parties with respect to the subject 
matter hereof, and supersedes all other negotiations, understandings and 
representations (if any) made by and among such parties.
<PAGE> 18
	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of 
the date first above written.

                               ABLE TELCOM HOLDING CORP.



                               By: 
                               _______________________________________
                               Its:   President

                               OPTIONEE


                               __________________________________________

<PAGE> 19
                             EXHIBIT 4.2b

             DIRECTORS NONQUALIFIED STOCK OPTION AGREEMENT

	THIS AGREEMENT, made as of the _____day of _________, 1995 by and 
between Able Telcom Holding Corp., a Florida corporation (together with its 
subsidiaries, the "Company"), and _____________________________ (the 
"Optionee").

                       W I T N E S S E T H:

WHEREAS, the Company has established and adopted its 1995 Stock Option 
Plan (the "Plan"), pursuant to which it may grant options to purchase shares 
of its common stock, $.001 par value per share (the "Common Stock"), to its 
employees;

	WHEREAS, Optionee is a director of the Company and has been granted 
options to purchase share of Common Stock; and 

	WHEREAS, Optionee and the Company desire to establish the terms and 
conditions of such options in this Agreement;

	NOW, THEREFORE, in consideration of the mutual covenants set forth 
herein, and other good and valuable consideration, the receipt and adequacy of 
which is hereby acknowledged, the parties hereto agree as follows:

1.	Grant of Option.  Subject to and upon the terms and conditions set 
forth in this Agreement, the Company hereby grants to Optionee a Nonqualified 
Stock Option (sometimes hereinafter referred to as "Option") to 
purchase_________________ (________) shares (the "Option Shares") during the 
specified term of this Option, at a price equal to _________________ 
($_______) per share, which price is equal to the current market value per 
share.  This Option is granted pursuant to the terms and conditions of the 
Plan, all of which terms and conditions are hereby incorporated by reference 
into this Agreement.

2.	Specified Term;  Time of Exercise.  This Option shall vest and 
shall be exercisable, subject to the provisions of Section 7 hereof, during 
the period commencing on ___________, _____ and ending on ____________, 
________.  While exercisable, Optionee may exercise all or any portion of this 
Option.

3.	Transferability of Option.  This Option shall not be transferable 
by the Optionee other than at death, and this Option is exercisable during the 
Optionee's lifetime only by the Optionee.

4.	Termination of Service.  If Optionee ceases to serve as a director 
of the Company for any reason, then all rights with respect to any then 
exercisable Option Shares shall terminate after the expiration of a period of 
ninety (90) days from the date of termination.

5.	Adjustment in the Event of Change in Capital Structure, 
Reorganization, Anti-Dilution or Accounting Changes.  In the event of a change 
in the corporate structure or shares of the Company, subject to any required 
action by the shareholders, the Company shall make such equitable adjustments 
with respect to dilution or accretion as it may deem appropriate in the number,
kind and in the exercise price of the unexercised Option Shares granted by this 
Agreement.  For purposes of this section, a change in the corporate structure or
shares of the Company shall include, but is not limited to, changes resulting 
from a recapitalization, stock split, reverse split, consolidation, rights 
offering, stock dividend, reorganization or liquidation.  This Agreement shall
not in any way affect the right of the Company to make changes in its capital 
<PAGE> 20
structure including, without limitation, the issuance of any additional shares 
of any class of its capital stock, or to merge or dissolve, liquidate or sell 
all or any part of its business or assets.  In no event shall Optionee be 
entitled to any adjustments as a result of the issuance of any additional 
shares of any class of the Company's capital stock where the consideration 
received by the Company is equal to or greater than the fair market value of 
such shares, as reasonably determined by the Board of Directors of the 
Company.

6.	Privilege of Stock Ownership.  Optionee shall not be deemed to be 
the holder of, or to have any of the rights of a holder with respect to, any 
Option Shares unless and until the Option shall have been exercised pursuant 
to the terms hereof, the Company shall have issued and delivered the shares to 
Optionee, and Optionee's name shall have been entered as a stockholder of 
record on the books of the Company.  Thereupon, Optionee shall have full 
voting and other ownership rights with respect to such shares.

7.	Manner of Exercising Option.

		A.	This Option may be exercised only as to whole shares and 
only by written notice signed by Optionee (or in the case of exercise after 
Optionee's death or disability, by Optionee's legal representative, executor, 
administrator, heir or legatee, as the case may be) and mailed or delivered to 
the President or Secretary of the Company at its principal office, which 
notice shall:  (i) specify the number of Option Shares with respect to which 
the Option is being exercised; (ii) be accompanied by payment in full in cash; 
(iii) if the shares of Common Stock issuable upon exercise of the Option are 
not then covered by a current registration statement of the Company on file 
with the Securities and Exchange Commission ("Commission"), include a 
statement to the effect that Optionee, or other person exercising the Option, 
is purchasing the Option Shares for investment and not with a view to, or for 
sale in, any distribution thereof; any (iv) if the Option is being exercised 
by a person or persons other than Optionee, be accompanied by proof 
satisfactory to the Company and its counsel, that such person or persons have 
the right to exercise the Option.  Prior to the issuance of the Option Shares 
hereunder, Optionee shall execute and deliver to the Company such other 
representations in writing as may be reasonably requested by the Company in 
order for it to comply with the applicable requirements of Federal and state 
securities laws.

B.	This Option shall be deemed to have been exercised with respect to 
the Option Shares specified in said notice at the time of receipt by the 
Company of:  (i) the notice specified in Section 7(A) hereof;  (ii) any 
representations reasonably required by the Company pursuant to Section 7(A) 
hereof;  and (iii) the payment required in Section 7(A) hereof.

	C.	Unless the shares of Common Stock issuable upon exercise of the 
Option are covered by a then current registration statement of the Company on 
file with the Commission, the certificates representing the Option Shares 
issued or to be issued hereunder shall be stamped or otherwise imprinted with 
legends substantially in the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE 
SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR AN 
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR 
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT 
FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 
AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT 
REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.

<PAGE> 21
	8.	Securities Law Requirements.  

		A.	No Option granted hereunder shall be exercisable, in whole 
or in part, and the Company shall not be obligated to sell any Option Shares 
if such exercise and sale would, in the opinion of counsel for the Company, 
violate the applicable requirements of Federal or state securities laws.  Each 
Option shall be subject to the further requirement that, if at any time the 
Company shall determine in its discretion that the listing or qualification of 
the Option Shares under any securities exchange requirements or under any 
applicable law, or the consent or approval of any governmental regulatory 
body, is necessary or desirable as a condition of, or in connection with, the 
issuance of the Option Shares, such Option may not be exercised in whole or in 
part unless such listing, qualification, consent or approval shall have been 
effected or obtained free of any conditions not acceptable to the Company.

		B.	If any law or regulation of any state or Federal commission 
or agency having jurisdiction shall require the Company or the Optionee to 
take any action with respect to the Option Shares, then the date upon which 
the Company shall deliver or cause to be delivered, the certificate or 
certificates for the Option Shares shall be postponed until full compliance 
shall have been made with all such requirements.

	9.	Amendments.  The provisions of this Agreement may not be amended, 
supplemented, waived or changed orally, except by a writing signed by the 
party as to whom enforcement of any such amendment, supplement, waiver, or 
modification is sought and making specific reference to this Agreement.

	10.	Assignments.  This Agreement may not be assigned by the Optionee.

	11.	Further Assurances.  The parties hereby agree from time to time to 
execute and deliver such further and other transfers, assignments and 
documents and do all matters and things which may be convenient or necessary 
to more effectively and completely carry out the intentions of this Agreement.

	12.	Binding Effect.  All of the terms and provisions of this 
Agreement, whether so expressed or not, shall be binding upon, inure to the 
benefit of, and be enforceable by the parties and their respective 
administrators, executors, legal representatives, heirs, successors and 
permitted assigns.

	13.	Governing Law.  This Agreement and all transactions contemplated 
by this Agreement shall be governed by, and construed and enforced in 
accordance with, the internal laws of the State of Florida without regard to 
principles of conflicts of laws.

	14.	Entire Agreement.  This Agreement represents the entire 
understanding and agreement among the parties with respect to the subject 
matter hereof, and supersedes all other negotiations, understandings and 
representations (if any) made by and among such parties.

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of 
the date first above written.

WITNESSES:						                  ABLE TELCOM HOLDING CORP.

______________________________	  	By:_______________________________________
						     Its: President
_______________________________
                                		OPTIONEE
_______________________________		    _______________________________________
_______________________________
<PAGE> 22

                                Exhibit 4.3

                               STOCK OPTION


THIS AGREEMENT dated below is entered into between Able Telcom Holding 
Corp., a Florida corporation ("Company") and William J. Mercurio ("Optionee") 
pursuant to the terms and conditions of Optionees employment agreement dated 
June 30, 1995 ("the Employment Agreement"), all of which terms and conditions 
are hereby incorporated by reference into this agreement.

	WHEREAS the Board of Directors of the Company has determined that it is 
to the advantage and interest of the Company and its shareholders to grant the 
option provided for herein to Optionee for good, sufficient and adequate 
consideration as further specified in the resolution of the Board of Directors 
adopted this date.
	
	NOW, THEREFORE, in consideration of the mutual covenants contained 
herein, the parties to it agree as follows:

	1.	GRANT OF OPTION.  The Company hereby grants to Optionee the right 
and option to purchase from it, on the terms and conditions following, an 
aggregate of 100,000 shares of the authorized, issued, and outstanding Common 
Stock, $.001 par value, of the Company ("Stock").  The purchase price shall be 
four dollars and eighty-three cents ($4.83) per share, (i.e., ninety percent 
(90%) of the market price on June 30, 1995.)

	2.	METHOD OF EXERCISE.  The Option shall vest and be exercised during 
the period commencing on June 30, 1995 as follows: fifty percent (50%) at the 
end of year one, twenty five percent (25%) at the end of year two and twenty 
five percent (25%) at the end of year three.  The option granted under this 
Agreement shall be exercisable by the payment in cash to the Company of the 
entire purchase price of the stock and appropriate income taxes which the 
Optionee elects to purchase.

	3.	TERMINATION OF OPTION.  The option and all rights granted by this 
Agreement, to the extent those rights have not been exercised, will be in 
effect for a ten year period from the date of the Employment Agreement.

	4.	REGISTRATION OF OPTION.  The option and the common shares to which 
Optionee is entitled by virtue thereof shall be registered by the Company in 
connection with the filing of a Form S-8 registration statement, the timing of 
which shall be determined by Optionee.

	5.	INVESTMENT REPRESENTATION.  By accepting this option, the Optionee 
acknowledges for himself, his heirs, and legates that any and all shares 
purchased under this Agreement shall be acquired for investment and not for 
distribution, and upon the transfer of any or all of the shares subject to the 
option granted hereunder, the Optionee, or his heirs or legatees receiving 
such shares, shall deliver to the Company a representation in writing that 
such shares are being acquired in good faith, for investment purposes and not 
for public distribution.  Optionee agrees that an appropriate restrictive 
legend may be placed upon any stock certificate issued pursuant hereto.

	6.	RECLASSIFICATION, CONSOLIDATION, OR MERGER.  In the event of any 
change in stock of the Company, subject to the option granted hereunder, 
through merger, consolidation,
<PAGE> 23
reorganization, recapitalization, stock split, stock dividend, or other change 
in the corporate structure, appropriate adjustment shall be made by the 
Company in number of shares subject to such option and the price per share.

	7.	RIGHT OF SHAREHOLDER.  Neither the Optionee nor his executors 
administrators, heirs, or legatees, shall be or have any rights or privileges 
of a shareholder of the Company in respect of the shares transferable upon 
exercise of the option granted under this Agreement, unless and until 
certificates representing such shares shall have been endorsed, transferred, 
and delivered and the transferee has caused his name to be entered as the 
shareholder of record on the books of the Company.

	8.	BINDING EFFECT.  This Agreement shall be binding upon and inure to 
the benefit of the parties, their heirs, successors and assigns.

		IN WITNESS WHEREOF the Company has caused these presents to be 
executed in its behalf by its Chairman, to be sealed by its corporate seal, 
and attested by its Secretary, and the Optionee has hereunto set his hand this 
30th day of June, 1995, which is the time of the granting of the option 
hereunder.

                               						Able Telcom Holding Corp.,
Corporate Seal				                  	a Florida corporation

Attest						                         By:/s/ Clark Barlow
                                        -----------------------
                                  						Clark Barlow
                                  						Chairman of the Board
/s/ Daniel L. Osborne
- ---------------------
Daniel L. Osborne
Secretary 					                      OPTIONEE:


                               						/s/ William J. Mercurio
                                     ------------------------                 
                                     William J. Mercurio

<PAGE> 24

                           Exhibit 4.4

                          STOCK OPTION

	THIS AGREEMENT dated below is entered into between Able Telcom Holding 
Corp., a Florida corporation ("Company") and Daniel L. Osborne ("Optionee").

	WHEREAS the Board of Directors of the Company has determined that it is 
to the advantage and interest of the Company and its shareholders to grant the 
option provided for herein to Optionee for good, sufficient and adequate 
consideration as further specified in the resolution of the Board of Directors 
adopted this date.
	
	NOW, THEREFORE, in consideration of the mutual covenants contained 
herein, the parties to it agree as follows:

	1.	GRANT OF OPTION.  The Company hereby grants to Optionee the right 
and option to purchase form it, on the terms and conditions following, all or 
any part of an aggregate of 100,000 shares of the authorized, issued, and 
outstanding Common Stock, $.001 par value, of the Company ("Stock").  The 
purchase price shall be fifty cents($.50) per share.

	2.	METHOD OF EXERCISE.  The Optionee may elect to exercise the option 
in whole or in part, on 7 days written notice to the Company,  at any time and 
from time to time during the term of the option.  The option granted under 
this Agreement shall be exercisable by the payment in cash to the Company of 
the entire purchase price of the stock which the Optionee elects to purchase.

	3.	TERMINATION OF OPTION.  The option and all rights granted by this 
Agreement, to the extent those rights have not been exercised, will be in 
effect for so long as Optionee is employed by Company and for a period of 
ninety (90) days thereafter.

	4.	REGISTRATION OF OPTION.  The option and the common shares to which 
Optionee is entitled by virtue thereof shall be registered by the Company in 
conjunction with the Company's Form S-1 registration statement which 
management of the Company anticipates will be filed with the Securities and 
Exchange Commission in late June 1993.

	5.	INVESTMENT REPRESENTATION.  By accepting this option, the Optionee 
acknowledges for himself, his heirs, and legates that any and all shares 
purchased under this Agreement shall be acquired for investment and not for 
distribution, and upon the transfer of any or all of the shares subject to the 
option granted hereunder, the Optionee, or his heirs or legatees receiving 
such shares, shall deliver to the Company a representation in writing that 
such shares are being acquired in good faith, for investment purposes and not 
for public distribution.  Optionee agrees that an appropriate restrictive 
legend may be placed upon any stock certificate issued pursuant hereto.

	6.	RECLASSIFICATION, CONSOLIDATION, OR MERGER.  In the event of any 
change in stock of the Company, subject to the option granted hereunder, 
through merger, consolidation, reorganization, recapitalization, stock split, 
stock dividend, or other change in the corporate structure, appropriate 
adjustment shall be made by the Company in number of shares subject to such 
option and the price per share.

	7.	RIGHT OF SHAREHOLDER.  Neither the Optionee nor his executors 
administrators, heirs, or legatees, shall be or have any rights or privileges 
of a shareholder of the Company in respect of the shares transferable upon 
exercise of the option granted under this Agreement, unless and until
<PAGE> 25
certificates representing such shares shall have been endorsed, transferred, 
and delivered and the transferee has caused his name to be entered as the 
shareholder of record on the books of the Company.

	8.	BINDING EFFECT.  This Agreement shall be binding upon and inure to 
the benefit of the parties, their heirs, successors and assigns.

		IN WITNESS WHEREOF the Company has caused these presents to be 
executed in its behalf by its President, to be sealed by its corporate seal, 
and attested by its Secretary, and the Optionee has hereunto set his hand this 
14th day of January, 1993, which is the time of the granting of the option 
hereunder.

                               							Able Telcom Holding Corp.,
Corporate Seal						                  a Florida corporation

Attest							                         By:/s/   Billy B. Caudill
                                         -------------------------
                               							Billy B. Caudill, President


/s/ Gideon Taylor
- -----------------------
Gideon Taylor,
Chairman of the Board					            OPTIONEE:


                               							/s/ Daniel L. Osborne
                                      ----------------------------
                               							Daniel L. Osborne




<PAGE> 26
                              Exhibit 4.5

                             STOCK OPTION



THIS AGREEMENT dated below is entered into between Able Telcom Holding 
Corp., a Florida corporation ("Company") and Frazier L. Gaines ("Optionee").

	WHEREAS the Board of Directors of the Company has determined that it is 
to the advantage and interest of the Company and its shareholders to grant the 
option provided for herein to Optionee for good, sufficient and adequate 
consideration as further specified in the resolution of the Board of Directors 
adopted this date.
	
	NOW, THEREFORE, in consideration of the mutual covenants contained 
herein, the parties to it agree as follows:

	1.	GRANT OF OPTION.  The Company hereby grants to Optionee the right 
and option to purchase form it, on the terms and conditions following, all or 
any part of an aggregate of 260,000 shares of the authorized, issued, and 
outstanding Common Stock, $.001 par value, of the Company ("Stock").  The 
purchase price shall be five cents($.05) per share.

	2.	METHOD OF EXERCISE.  The Optionee may elect to exercise the option 
in whole or in part, on 7 days written notice to the Company,  at any time and 
from time to time during the term of the option.  The option granted under 
this Agreement shall be exercisable by the payment in cash to the Company of 
the entire purchase price of the stock which the Optionee elects to purchase.

	3.	TERMINATION OF OPTION.  The option and all rights granted by this 
Agreement, to the extent those rights have not been exercised, will be in 
effect for so long as Optionee is employed by Company and for a five year 
period from the date of this option.

	4.	REGISTRATION OF OPTION.  The option and the common shares to which 
Optionee is entitled by virtue thereof shall be registered by the Company in 
conjunction with the Company's Form S-1 registration statement which 
management of the Company anticipates will be filed with the Securities and 
Exchange Commission in late June 1993.

	5.	INVESTMENT REPRESENTATION.  By accepting this option, the Optionee 
acknowledges for himself, his heirs, and legates that any and all shares 
purchased under this Agreement shall be acquired for investment and not for 
distribution, and upon the transfer of any or all of the shares subject to the 
option granted hereunder, the Optionee, or his heirs or legatees receiving 
such shares, shall deliver to the Company a representation in writing that 
such shares are being acquired in good faith, for investment purposes and not 
for public distribution.  Optionee agrees that an appropriate restrictive 
legend may be placed upon any stock certificate issued pursuant hereto.

	6.	RECLASSIFICATION, CONSOLIDATION, OR MERGER.  In the event of any 
change in stock of the Company, subject to the option granted hereunder, 
through merger, consolidation, reorganization, recapitalization, stock split, 
stock dividend, or other change in the corporate structure, appropriate 
adjustment shall be made by the Company in number of shares subject to such 
option and the price per share.

	7.	RIGHT OF SHAREHOLDER.  Neither the Optionee nor his executors 
administrators, heirs, or legatees, shall be or have any rights or privileges 
of a shareholder of the Company in respect of the shares transferable upon 
<PAGE> 27
exercise of the option granted under this Agreement, unless and until 
certificates representing such shares shall have been endorsed, transferred, 
and delivered and the transferee has caused his name to be entered as the 
shareholder of record on the books of the Company.

	8.	BINDING EFFECT.  This Agreement shall be binding upon and inure to 
the benefit of the parties, their heirs, successors and assigns.

	IN WITNESS WHEREOF the Company has caused these presents to be executed 
in its behalf by its President, to be sealed by its corporate seal, and 
attested by its Secretary, and the Optionee has hereunto set his hand this 
14th day of September, 1992, which is the time of the granting of the option 
hereunder.

                                 							Able Telcom Holding Corp.,
Corporate Seal		                    				a Florida corporation

Attest			                           				By:/s/ Billy B. Caudill
                                           ----------------------------
                                    							Billy B. Caudill, President


/s/ Gideon Taylor
- -------------------------
Gideon Taylor,
Chairman of the Board					              OPTIONEE:


                                							/s/ Frazier L. Gaines
                                       --------------------------------
                                							Frazier L. Gaines

<PAGE> 28
                             Exhibit 4.6

                            STOCK OPTION


	THIS AGREEMENT, made as of the 30th day of June, 1996, by and between 
Able Telcom Holding Corp., a Florida corporation (together with its 
subsidiaries, the "Company"), and Gaston Moons, (the "Optionee").

                        W I T N E S S E T H:

	WHEREAS, the Board of Directors of the company has determined that it is 
to the advantage and interest of the Company and its shareholders to grant the 
option provided for herein to Optionee for good, sufficient and adequate 
consideration.

	WHEREAS, Optionee is an employee of the Company and has been granted 
options to purchase shares of Common Stock; 

	WHEREAS, Optionee and the Company desire to establish the terms and 
conditions of such options in this Agreement;

	NOW, THEREFORE, in consideration of the mutual covenants set forth 
herein, and other good and valuable consideration, the receipt and adequacy of 
which is hereby acknowledged, the parties hereto agree as follows:

1.	Grant of Option.  Subject to and upon the terms and conditions set 
forth in this Agreement, the Company hereby grants to Optionee the right and 
option to purchase 40,000 shares during the specified term of this Option, at 
a price equal to Six and 44/100 Dollars ($6.44) per share, which price is 
equal to the current market value per share.

2.	Specified Term; Time of Exercise.  This Option shall vest and 
shall be exercisable immediately upon grant.

3.	Transferability of Option.  This Option shall not be transferable 
by the Optionee other than at death, and this Option is exercisable during the 
Optionee's lifetime only by the Optionee.

4.	Termination of Employment.  If Optionee ceases to be employed by 
the Company (or any of its subsidiaries) for any reason, other than death or 
permanent and total disability, then all rights with respect to any then 
exercisable Option shares shall terminate after the expiration of a period of 
ninety (90) days from the date of termination.  If Optionee's employment is 
terminated as a result of death or "permanent and total disability" (as 
defined in Section 22(e)(3) of the Internal Code of 1986, as amended), then 
all Option Shares which would have otherwise vested and become exercisable
<PAGE> 29
one (1) year from the date of termination of Optionee's employment as a result 
of death or "permanent and total disability".

5.	Adjustment in the Event of Change in Capital Structure, 
Reorganization, Anti-Dilution or Accounting Changes.  In the event of a change 
in the corporate structure or shares of the Company, subject to any required 
action by the shareholders, the Company shall make such equitable adjustments 
with respect to dilution or accretion as it may deem appropriate in the 
number, kind and in the exercise price of the unexercised Option Shares 
granted by this Agreement.  For purposes of this section, a change in the 
corporate structure or shares of the Company shall include, but is not limited 
to, changes resulting from a recapitalization, stock split, reverse split, 
consolidation, rights offering , stock dividend, reorganization or 
liquidation.  This Agreement shall not in any way affect the right of the 
Company to make changes in its capital structure including, without 
limitation, the issuance of any additional shares of any class of its capital 
stock, or to merge or dissolve, liquidate or sell all or any part of its 
business or assets.  In the event shall Optionee be entitled to any 
adjustments as a result of the issuance of any additional shares of any class 
of the Company's capital stock where the consideration received by the Company 
is equal to or greater than the fair market value of such shares, as 
reasonably determined by the Board of Directors of the Company.

6.	Privilege of Stock Ownership.  Optionee shall not be deemed to be 
the holder of, or to have any of the rights of a holder with respect to, any 
Option Shares unless and until the Option shall have been exercised pursuant 
to the terms hereof, the Company shall have issued and delivered the shares to 
Optionee, and Optionee's name shall have been entered as a stockholder of 
record on the books of the Company.  Thereupon, Optionee shall have full 
voting and other ownership rights with respect to such shares.

7.	Manner of Exercising Option.

		a.	This Option may be exercised only as to whole shares and 
only by written notice signed by Optionee (or in the case of exercise after 
Optionee's death or disability, by Optionee's legal representative, executor, 
administrator, heir or legatee, as the case may be) and mailed or delivered to 
the President or Secretary of the Company at its principal office, which 
notice shall: (i) specify the number of Option Shares with respect to which 
the Option is being exercised; (ii) be accompanied by payment in full in cash; 
(iii) if the shares of Common Stock issuable upon exercise of the Option are 
not then covered by a current registration statement of the Company under the 
Securities Act of 1933, as amended (the "Securities Act"), include a statement 
to the effect that Optionee, or other person exercising the Option, is 
purchasing the Option Shares for investment and not with a view to, or for 
sale in, any distribution thereof; and (iv) if the Option is being exercised 
by a person or persons have the right to exercise the Option.  Prior to the 
issuance of the Option Shares hereunder, Optionee shall execute and deliver to 
the Company such other representations in writing as may be reasonably 
requested by the Company in order for it to comply with the applicable 
requirements of Federal and state securities laws.
	
		b.	This Option shall be deemed to have been exercised with 
respect to the Option Shares specified in said notice at the time of receipt 
by the Company of:  (i) the notice specified in Section 7(A) hereof; (ii) any 
representation reasonably required by the Company pursuant to Section 7(A) 
hereof; and (iii) the payment required in Section 7(A) hereof.

		c.	Unless the shares of Common Stock issuable upon exercise of 
the Option are covered by a then current registration statement of the Company 
under the Securities Act, the certificates representing the Option Shares 
issued or to be issued hereunder shall be stamped or otherwise imprinted with 
legends substantially in the following form:
<PAGE> 30

THE SHARES REPRESENTED BY THIS CERIFICATE HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE 
SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR AN 
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR 
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION 
STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED, OR AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE 
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.

	8.	Securities Law Requirement

		a.	No Option granted hereunder shall be exercisable, in whole 
or in part, and the Company shall not be obligated to sell any Option Shares 
if such exercise and sale would, in the opinion of counsel for the Company, 
violate the applicable requirements of Federal or state securities laws.  Each 
Opinion shall be subject to the further requirements that, if at any time the 
Company shall determine in its discretion that the listing or qualification of 
the Option Shares under any securities exchange requirements or under any 
applicable law, or the consent or approval of any governmental regulatory 
body, is necessary or desirable as a condition of, or in connection with, the 
issuance of the Option Shares, such Option may not be exercised in whole or in 
part unless such listing, qualification, consent or approval shall have been 
effected or obtained free of any conditions not acceptable to the Company.

		b.	If any law or regulation of any state or Federal commission 
or agency having jurisdiction shall require the Company or the Optionee to 
take any action with respect to the Option Shares, then the date upon which 
the Company shall deliver or cause to be delivered the certificate for the 
Option Shares shall be postponed until full compliance shall have been made 
with all such requirements.

	9.	Employment.  Nothing contained in this Agreement shall be deemed 
to grant any right of continued employment to a participating employee or to 
limit or waive any rights of the Company or any subsidiary of the Company to 
terminate such employment at any time, with or without cause.

	10.	Amendments.  The provisions of this Agreement may not be amended, 
supplemented, waived or changed orally, except by a writing signed by the 
party as to whom enforcement of any such amendment, supplement, waiver or 
modification is sought and making specific reference to this Agreement.

	11.	Assignments.  This Agreement may not be assigned by the Optionee.

	12.	Further Assurance.  The parties hereby agree from time to time to 
execute and deliver such further and other transfers, assignments and 
documents and do all matters and things which may be convenient or necessary 
to more effectively and completely carry out the intentions of this Agreement.

	13.	Binding Effect.  All of the terms and provisions of this 
Agreement, whether so expressed or not, shall be binding upon, inure to the 
benefit of, and be enforceable by the parties and their respective 
administrators, executors, legal representatives, heirs, successors and 
permitted assigns.

	14.	Governing Law.  This Agreement and all transactions contemplated 
by this Agreement shall be governed by, and construed and enforced in 
accordance with, the internal laws of the State of Florida without regard to 
principles of conflicts of laws.

<PAGE> 31
	15.	Entire Agreement.  This Agreement represents the entire 
understanding and agreement among the parties with respect to the subject 
matter hereof, and supersedes all other negotiations, understandings and 
representations (if any) made by and among such parties.

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of 
the date first above written.


                                     ABLE TELCOM HOLDING CORP.
                                     By:  /s/ William J. Mercurio
                                          --------------------------------
                            							       Its: President

                                     OPTIONEE

                                     /s/Gaston Moons
                                     _____________________________________
                              							Gaston Moons
<PAGE> 32
                           EXHIBIT 4.7


                 	ABLE TELCOM HOLDING CORPORATION
	
	                    SUBSCRIPTION AGREEMENT
                     ----------------------
	
	ABLE TELCOM HOLDING CORPORATION, a Florida corporation (the "Corporation"), 
and Billy B. Caudill (the "Investor"), hereby agree as follows:

	
	1.	Sale and Purchase of Shares.

		(a)  Subject to the prior approval of the Corporation's Board of 
Directors, the Corporation agrees to issue to the Investor, and the Investor 
agrees to purchase from the Corporation, Five Thousand (5,000) shares (the 
"Shares") of the Corporation's common stock, $.001 par value per share (the 
"Common Stock"), on the terms and conditions set forth in this Subscription 
Agreement (the "Agreement").

		(b)	It is understood that all pertinent documents, records and 
books and other information pertaining to this investment have been made 
available for inspection by the Investor and his attorney and/or accountant and 
that the books and records of the Corporation will be available, upon reasonable
notice, for inspection by the Investor during reasonable business hours at the 
office of the Corporation at 1601 Forum Place, West Palm Beach, Florida 33401.

	2.	Closing for the Shares.

		(a)  The aggregate purchase price for the Shares shall be Five 
Dollars (U.S. $5.00) (the "Purchase Price"), which shall be paid to the 
Corporation by the Investor in the form of a certified or cashier's check drawn 
on a United States bank payable to "ABLE TELCOM HOLDING CORPORATION" or by the 
wire transfer of immediately available funds to a designated account of the 
Corporation, immediately upon notification to the Investor that this transaction
has been approved by the Corporation's Board of Directors.

		(b) As soon as practicable after the receipt of the Purchase Price, 
the Corporation shall issue and deliver to the Investor a certificate 
representing the Shares.

	3.	Certain Representations of the Investor.

		The Investor hereby represents and warrants to the Corporation, its 
officers and directors, the following: 

		(a)	The Investor has read carefully and understands this Agreement 
and has consulted his own attorney or accountant with respect 
to the investment contemplated hereby and its suitability for 
the Investor.

		(b)	The Corporation has made available to the Investor, or his 
designated representatives, during the course of this 
transaction and prior to the purchase of any of the securities 
referred to herein, the opportunity to ask questions of and 
<PAGE> 33
receive answers from the officers and directors of the 
Corporation concerning the terms and conditions of the 
offering or otherwise relating to the financial data and 
business of the Corporation, to the extent that the 
Corporation or its officers and directors possess such 
information or can acquire it without unreasonable effort or 
expense.  The Corporation has also made available to the 
Investor for inspection, documents, records, books and other 
written information about the Corporation, its business and 
this investment.

		(c)	The Investor understands and represents that:  (i) the 
Investor must bear the economic risk of this investment for an 
indefinite period of time because the Shares have not been 
registered under the Securities Act of 1933, as amended (the 
"1933 Act"), or under any state securities laws and, 
therefore, cannot be resold unless they are subsequently 
registered under the 1933 Act and the pertinent state 
securities laws or unless an exemption from such registration 
is available; (ii) the Investor is purchasing the Shares for 
investment for the account of the Investor, not for the 
account of any other person, and not with any present view 
toward resale or other "distribution" thereof within the 
meaning of the 1933 Act; and (iii) the Investor agrees not to 
resell or otherwise dispose of all or any part of the Shares, 
except as permitted by law, including, without limitation, any 
and all applicable provisions of this Agreement and any 
regulations under the 1933 Act.

		(d)	Investor has such knowledge and experience in financial and 
business matters that he is capable of evaluating the merits 
and risks of an investment in the Shares.  The Investor 
represents, warrants and covenants that the Investor is an 
"Accredited Investor" within the meaning of Rule 501 of the 
1933 Act.  In particular, the Investor qualifies as such 
pursuant to Subsections (a)(5) and (6) of Rule 501, which 
provides that an Accredited Investor shall include:

  			(5)	any natural person whose individual net worth, or joint 
net worth with that person's spouse, at the time of his 
purchase exceeds $1,000,000; and

  	  		(6)	any natural person who had an individual income in 
excess of $200,000 in each of the two most recent years 
or joint income with that person's spouse in excess of 
$300,000 in each of those years and has a reasonable 
expectation of reaching the same income level in the 
current year."

		(e)	The Investor is aware that an investment in the Shares is 
highly speculative and subject to substantial risks.  The 
Investor is capable of bearing the high degree of economic 
risk and burdens of this investment, including the possibility 
of a complete loss of his investment and the lack of a public 
market and limited transferability of the Shares, which may 
make the liquidation of this investment impossible for an 
indefinite period of time.  The financial condition of the 
<PAGE> 34
Investor is such that he is under no present or contemplated 
future need to dispose of any of the Shares to satisfy any 
existing or contemplated undertaking, need or indebtedness.

		(f)	All of the information that the Investor has set forth or 
represented in this Agreement, with respect to his financial 
position and business and investment experience is correct and 
complete as of the date of this Agreement and, if there should 
be any material change in such information prior to the 
purchase of Shares, the Investor will immediately furnish the 
revised or corrected information to the Corporation.

		(g)	The Investor agrees that he shall be bound by all of the 
terms, conditions, duties and obligations of this Agreement 
insofar as such matters affect the Corporation and/or the 
Investor.

		(h)	The Investor is a resident of the State of Florida.

	4.	Restricted Stock and Legend.

		(a)  The Investor acknowledges that the Shares offered hereunder are 
being offered pursuant to a private placement exemption under the 1933 Act, and 
that the Shares are deemed "restricted securities" as defined in the 1933 Act.  
Until the securities offered hereunder become registered with the Securities and
Exchange Commission, each certificate representing a share of Common Stock shall
bear a legend in substantially the following form:

		THE SHARE(S) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR 
UNDER ANY STATE SECURITIES LAWS, AND THE CORPORATION HAS RELIED UPON AN 
EXEMPTION TO THE REGISTRATION REQUIREMENT UNDER THE ACT FOR THE SALE OF THE 
SHARE(S) REPRESENTED BY THIS CERTIFICATE TO ITS HOLDER.  THEREFORE, THE 
SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED STOCK AND MAY NOT BE 
SOLD OR TRANSFERRED TO ANY THIRD PARTY WITHOUT EITHER BEING REGISTERED 
UNDER THE ACT OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT 
REGISTRATION IS NOT REQUIRED UNDER THE ACT.

		(b)  Prior to any transfer or attempted transfer of any of the 
Shares issued hereunder, or any interest therein, the Investor shall give the 
Corporation written notice of his or its intention to make such transfer, 
describing the manner of the intended transfer and the proposed transferee.  
Promptly after receiving such written notice, the Corporation shall present 
copies thereof to counsel for the Corporation and to any special counsel 
designated by the Investor or by such holder.  If in the opinion of each of such
counsel the proposed transfer may be effected without registration of the Share
under the applicable federal or state securities laws, as promptly as 
practicable, the Corporation shall notify the Investor of such opinions, 
whereupon the Shares proposed to be transferred shall be transferred in 
accordance with the terms of said notice.  The Corporation shall not be require
to effect any such transfer prior to the receipt of such favorable opinion(s); 
provided, however, the Corporation may waive the requirement that
<PAGE> 35
Investor obtain an opinion of counsel, in its sole and absolute discretion.  As
a condition to such favorable opinion, counsel for the Corporation may require 
an investment letter to be executed by the proposed transferee.

	5.	Rescission Right for Florida Residents.

		Notwithstanding Section 1 hereof, the Investor, if a Florida 
resident, shall have the right at any time within three (3) days after the 
Investor first tenders the Purchase Price or the date of execution of this 
Agreement, whichever is later, to notify the Corporation, of the Investor's 
intent to cancel this Agreement.  In such event, this Agreement shall be 
cancelled and of no further force or effect, and the Corporation shall promptly 
cause to be refunded to the Investor the Purchase Price paid by Investor for the
Shares, without interest or deduction.  

	6.	Piggyback Registration Rights.  

		(a)	Definitions.  As used in this Section 6, the following terms 
shall have the following respective meanings:

			(i)	"Commission" means the Securities and Exchange 
Commission, or any other Federal agency at the time administering the Securities
Act.

			(ii)	"Exchange Act" means the Securities Exchange Act of 
1934, as amended, or any similar Federal statute, and the rules and regulations 
of the Commission issued under such Act, as they each may, from time to time, be
in effect.

			(iii) "Securities Act" means the Securities Act of 1933, as 
amended, or any similar Federal statute, and the rules and regulations of the 
Commission issued under such Act, as they each may, from time to time, be in 
effect.

			(iv)  "Registration Statement" means a registration statement 
filed by the Corporation with the Commission for a public offering and sale of 
securities of the Corporation (other than any registration statement on Form S-4
or Form S-8, or their successors, or any other form for a limited purpose, or 
any registration statement covering only securities proposed to be issued in 
exchange for securities or assets of another corporation or entity).

			(v)	"Registration Expenses" means the expenses described in Section 6(d).

			(vi)	"Registrable Shares" means the shares of Common Stock 
and any other shares of Common Stock issued or issuable in respect of such 
shares (because of stock splits, stock dividends, reclassification, 
recapitalizations, or similar events, if applicable); provided, however, that 
the shares of Common Stock which are Registrable Shares shall cease to be 
Registrable Shares upon any sale of such shares pursuant to a Registration 
Statement, Section 4(1) of the Securities Act, Rule 144 under the Securities
Act or otherwise.

		(b)  Piggyback Registration.

			(i)  Whenever the Corporation proposes to file a Registration 
Statement and at any time thereafter and from time to time, it will, prior to 
such filing, give written notice to Investor of its intention to do so and, upon
the written request of Investor given within ten (10) days after the Corporation
<PAGE> 36
provides such notice (which request shall state the intended method of 
disposition of the Registrable Shares), the Corporation shall use its good faith
efforts to cause all Registrable Shares which the Corporation has been requested
by Investor to register to be registered under the Securities Act to the extent 
necessary to permit their sale or other disposition in accordance with the 
intended methods of distribution specified in the request of Investor; provided 
that the Corporation shall have the right to postpone or withdraw any 
registration effected pursuant to this Section 6(b) without obligation to 
Investor.

			(ii)	 In connection with any offering under this Section 6(b) 
involving an underwriting, the Corporation shall not be required to include any 
Registrable Shares in such underwriting unless Investor accepts the terms of the
underwriting as agreed upon between the Corporation and the underwriters 
selected by it, and then only in such quantity as will not, in the sole 
discretion of the underwriters, jeopardize the success of the offering by the 
Corporation.  If in the sole discretion of the managing underwriter or 
underwriters the registration of all, or part of, the Registrable Shares 
which the Investor has requested to be included would adversely affect such 
public offering, then the Corporation shall be required to include in the 
underwriting only that number of Registrable Shares, if any, which the managing
underwriter believes may be sold without causing such adverse effect.  If the 
number of Registrable Shares to be included in the underwriting in accordance 
with the foregoing is less than the total number of shares which the Investor 
has requested to be included, then, except as described below, the Investor 
shall participate in the underwriting pro rata based upon its total ownership of
Registrable Shares compared to the total number of shares held by others 
pursuant to separate agreements with the Corporation for which registration 
has been requested (or in any other proportion as agreed upon by all holders 
of the Common Stock entitled to registration) and if Investor would thus be 
entitled to include more shares than Investor requested to be registered, the
excess shall be allocated among other requesting holders pro rata 
based upon their total ownership of Registrable Shares; provided, however, the 
Corporation may, in order to close an offering of its securities, grant 
registration rights to others which are entitled to a preference over the rights
granted herein to Investor with respect to inclusion in any underwritten public 
offering; in which case, the rights granted to the Investor hereunder shall be 
subordinate thereto and Investor shall not be entitled to pro rata inclusion in 
any underwritten public offering.  

		(c)	Registration Procedures.  If and when the Corporation is 
required by the provisions of this Agreement to use its good faith efforts to 
effect the registration of any of the Registrable Shares under the Securities 
Act, the Corporation shall:

			(i)  file with the Commission a Registration Statement with 
respect to such Registrable Shares and use its good faith efforts to cause that 
Registration Statement to become and remain effective; 

			(ii)  prepare and file with the Commission any amendments and 
supplements to the Registration Statement and the prospectus included in the 
Registration Statement as may be necessary to keep the Registration Statement 
effective for a period of up to 120 days from the effective date;

			(iii)  furnish to Investor such reasonable numbers of copies 
of the prospectus, including a preliminary prospectus, in conformity with the 
requirements of the

<PAGE> 37
Securities Act, and such other documents as the Investor may reasonably request 
in order to facilitate the public sale or other disposition of the Registrable 
Shares owned by the Investor; and

			(iv)  use its good faith efforts to register or qualify the 
Registrable Shares covered by the Registration Statement under the securities or
Blue Sky laws of such states as the Investor shall reasonably request, and do 
any and all other acts and things that may be necessary or desirable to enable
the holders to consummate the public sale or other disposition in such 
jurisdictions of the Registrable Shares owned by the holder; provided, however,
that the Corporation shall not be required in connection with this Section 6(c)
to qualify as a foreign corporation or execute a general consent to service of 
process in any jurisdiction nor register or qualify the securities in any state
which as a condition to such registration or qualification would impose 
restrictions or other conditions on the Corporation or any of its officers,
directors or shareholders (including with respect to any shares held by such 
persons or entities) unless such restrictions or other conditions are approved
by the party adversely affected.

			If the Corporation has delivered preliminary or final 
prospectuses to the Investor and after having done so the prospectus is amended 
to comply with the requirements of the Securities Act, the Corporation shall 
promptly notify the Investor and, if requested, the Investor shall immediately 
cease making offers of Registrable Shares and return all prospectuses to the 
Corporation.  The Corporation shall promptly provide the Investor with revised 
prospectuses to permit the Investor to resume making offers of the Registrable 
Shares.

		(d)	Allocation of Expenses.  The Corporation will pay all 
Registration Expenses of all registrations under this Agreement; provided, 
however, that if a registration is withdrawn at the request of the Investor 
(other than as a result of materially adverse information concerning the 
business or financial condition of the Corporation which is made known to the
Investor after the date on which such registration was requested), the Investor
shall pay the Registration Expenses of such registration pro rata in accordance
with the number of its Registrable Shares included in such registration compared
to the total number of shares of Common Stock held by others pursuant to 
separate agreements with the Corporation for which registration has been 
requested.  For purposes of this Section 6, the term "Registration Expenses" 
shall mean all expenses incurred by the Corporation in complying with this 
Section 6, including, without limitation, all registration and filing fees, 
exchange listing fees, printing expenses, fees and disbursements of counsel for
the Corporation, state Blue Sky fees and expenses, and the expense of any 
special audits incident to or required by any such registration, but excluding 
underwriting discounts and selling commissions attributable to the Registrable 
Shares and the fees and expenses of the Investor's own counsel and accountants,
which shall be borne by Investor.

		(e)	Indemnification.  In the event of any registration of any of 
the Registrable Shares under the Securities Act, pursuant to this Agreement, the
Corporation will indemnify and hold harmless the Investor against any losses, 
claims, damages or liabilities, joint or several, to which Investor may become 
subject under the Securities Act, the Exchange Act, state securities laws or 
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement of any 
material fact contained in any Registration Statement under which such 
Registrable Shares were registered under the Securities Act, any preliminary 
prospectus or final prospectus contained in the Registration Statement, or any 
amendment or supplement to such Registration Statement, or arise out of or are 
<PAGE> 38
based upon the omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and the Corporation
will reimburse Investor for any legal or any other expenses reasonably incurred
by Investor in connection with investigating and defending any such loss, claim,
damage, liability or action; provided, however, that the Corporation will not be
liable in any such case to the extent that any such loss, claim, damage, 
liability or expense arises out of or is based upon any untrue statement or 
omission made in such Registration Statement, preliminary prospectus or 
prospectus, or any such amendment or supplement, in reliance upon and in 
conformity with information furnished to the Corporation by or on behalf of 
Investor, specifically for use in the preparation thereof, or as a result of the
failure of Investor, or any agent of Investor, to deliver any amendments and 
supplements to any Registration Statement and the prospectus included in any 
such Registration Statement.

		In the event of any registration of any of the Registrable Shares 
under the Securities Act pursuant to this Agreement, Investor will indemnify and
hold harmless the Corporation, each of its directors and officers and each 
underwriter (if any) and each person, if any, who controls the Corporation or 
any such underwriter within the meaning of the Securities Act or the Exchange 
Act, against any losses, claims, damages or liabilities, joint or several, to 
which the Corporation, such directors and officers, underwriter or controlling 
person may become subject under the Securities Act, Exchange Act, state 
securities laws or otherwise, insofar as such losses, claims, damages or 
liabilities (or actions in respect thereof) arise out of or are based upon any 
untrue statement of a material fact contained in any Registration Statement 
under which such Registrable Shares were registered under the Securities Act, 
any preliminary prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or 
arise out of or are based upon any omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading, 
and Investor will reimburse the Corporation, each of its directors and officers,
each underwriter and each controlling person, severally and not jointly, for any
legal or other expenses reasonable incurred by the Corporation, each director 
and officer, each underwriter and each controlling person in connection with 
investigating and defending any such loss, claim, damage, liability or action,
if the statement or omission was made in reliance upon and in conformity with 
information furnished to the Corporation by or on behalf of Investor, 
specifically for use in connection with the preparation of such Registration 
Statement, prospectus, amendment or supplement.

		Each party entitled to indemnification under this Section 6(e) (the 
"Indemnified Party") shall give notice to the party required to provide 
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any 
litigation resulting therefrom; provided, that counsel for the Indemnifying 
Party, who shall conduct the defense of such claim or litigation, shall be 
approved by the Indemnified Party (whose approval shall not be unreasonably 
withheld); and, provided, further, that the failure of any Indemnified Party to 
give notice as provided herein shall not relieve the Indemnifying Party of its 
obligations under this Section 6.  The Indemnified Party may participate in such
defense at such party's expense.  No Indemnifying Party, in the defense of any 
such claim or litigation shall, except with the consent of each Indemnified 
Party, consent to entry of any judgment or enter into any settlement which does 
not include as an unconditional term thereof the giving by the claimant or 
plaintiff to such Indemnified Party of a release from all liability in respect 
of such claim or litigation.

		(f)  Information by Investor.	Investor shall promptly furnish to 
the Corporation such information regarding Investor and the distribution 
proposed by Investor as the Corporation may request in writing and as shall be
<PAGE> 39
required in connection with any registration, qualification or compliance 
referred to in this Section 6.

		(g)  "Stand-Off" Agreement.  Investor, if requested by the 
Corporation and/or an underwriter of Common Stock or other securities of the 
Corporation, shall agree not to sell or otherwise transfer or dispose of any 
Registrable Shares or other securities of the Corporation held by Investor for a
specified period of time (not to exceed 180 days) before or after the effective 
date of a Registration Statement.  Such agreement shall be in writing in a form 
satisfactory to the Corporation and such underwriter.  The Corporation may 
impose stop transfer instructions with respect to the Registrable Shares or 
other securities subject to the foregoing restriction until the end of the 
stand-off period.  

	7.	No Assignment.

		This Agreement is neither transferable nor assignable by the 
Investor, without the prior written consent of the Corporation.

	8.	General.

		This Agreement shall: (i) be binding upon the Investor and the 
Corporation and their respective representatives, successors, and permitted 
assigns; (ii) be governed, construed and enforced in accordance with the 
internal laws of the State of Florida; and (iii) all covenants, agreements, 
representations and warranties made herein or otherwise made in writing by any 
party pursuant hereto shall survive the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby.  This Agreement 
may be executed in one or more counterparts, each of which shall be deemed an 
original, but all of which together shall constitute one and the same 
instrument.


	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 
6th day of December, 1995.



                               						"CORPORATION"

                               						ABLE TELCOM HOLDING CORPORATION
                               						a Florida corporation
                               
                               						By:/s/William J. Mercurio
                                        -----------------------------
                               						   William J. Mercurio                     
                                        Its:  President

                               						"INVESTOR"
                         				         /s/Billy B. Caudill
                                      -------------------------------
                                						Billy B. Caudill
                                

<PAGE> 40
                            EXHIBIT 4.8


               	ABLE TELCOM HOLDING CORPORATION
	
	                    SUBSCRIPTION AGREEMENT

	
	ABLE TELCOM HOLDING CORPORATION, a Florida corporation (the "Corporation"), 
and Frazier L. Gaines (the "Investor"), hereby agree as follows:

	
	1.	Sale and Purchase of Shares.

		(a)  Subject to the prior approval of the Corporation's Board of 
Directors, the Corporation agrees to issue to the Investor, and the Investor 
agrees to purchase from the Corporation, Five Thousand (5,000) shares (the 
"Shares") of the Corporation's common stock, $.001 par value per share (the 
"Common Stock"), on the terms and conditions set forth in this Subscription 
Agreement (the "Agreement").

		(b)	It is understood that all pertinent documents, records and 
books and other information pertaining to this investment have been made 
available for inspection by the Investor and his attorney and/or accountant and 
that the books and records of the Corporation will be available, upon reasonable
notice, for inspection by the Investor during reasonable business hours at the 
office of the Corporation at 1601 Forum Place, West Palm Beach, Florida 33401.

	2.	Closing for the Shares.

		(a)  The aggregate purchase price for the Shares shall be Five 
Dollars (U.S. $5.00) (the "Purchase Price"), which shall be paid to the 
Corporation by the Investor in the form of a certified or cashier's check drawn 
on a United States bank payable to "ABLE TELCOM HOLDING CORPORATION" or by the 
wire transfer of immediately available funds to a designated account of the 
Corporation, immediately upon notification to the Investor that this transaction
has been approved by the Corporation's Board of Directors.

		(b) As soon as practicable after the receipt of the Purchase Price, 
the Corporation shall issue and deliver to the Investor a certificate 
representing the Shares.

	3.	Certain Representations of the Investor.

		The Investor hereby represents and warrants to the Corporation, its 
officers and directors, the following: 

		(a)	The Investor has read carefully and understands this Agreement 
and has consulted his own attorney or accountant with respect 
to the investment contemplated hereby and its suitability for 
the Investor.

		(b)	The Corporation has made available to the Investor, or his 
designated representatives, during the course of this 
transaction and prior to the purchase of any of the securities 
referred to herein, the opportunity to ask questions of and 
<PAGE> 41
receive answers from the officers and directors of the 
Corporation concerning the terms and conditions of the 
offering or otherwise relating to the financial data and 
business of the Corporation, to the extent that the 
Corporation or its officers and directors possess such 
information or can acquire it without unreasonable effort or 
expense.  The Corporation has also made available to the 
Investor for inspection, documents, records, books and other 
written information about the Corporation, its business and 
this investment.

		(c)	The Investor understands and represents that:  (i) the 
Investor must bear the economic risk of this investment for an 
indefinite period of time because the Shares have not been 
registered under the Securities Act of 1933, as amended (the 
"1933 Act"), or under any state securities laws and, 
therefore, cannot be resold unless they are subsequently 
registered under the 1933 Act and the pertinent state 
securities laws or unless an exemption from such registration 
is available; (ii) the Investor is purchasing the Shares for 
investment for the account of the Investor, not for the 
account of any other person, and not with any present view 
toward resale or other "distribution" thereof within the 
meaning of the 1933 Act; and (iii) the Investor agrees not to 
resell or otherwise dispose of all or any part of the Shares, 
except as permitted by law, including, without limitation, any 
and all applicable provisions of this Agreement and any 
regulations under the 1933 Act.

		(d)	Investor has such knowledge and experience in financial and 
business matters that he is capable of evaluating the merits 
and risks of an investment in the Shares.  The Investor 
represents, warrants and covenants that the Investor is an 
"Accredited Investor" within the meaning of Rule 501 of the 
1933 Act.  In particular, the Investor qualifies as such 
pursuant to Subsections (a)(5) and (6) of Rule 501, which 
provides that an Accredited Investor shall include:

  			  (5)	any natural person whose individual net worth, or joint 
net worth with that person's spouse, at the time of his 
purchase exceeds $1,000,000; and

  	  		(6)	any natural person who had an individual income in 
excess of $200,000 in each of the two most recent years 
or joint income with that person's spouse in excess of 
$300,000 in each of those years and has a reasonable 
expectation of reaching the same income level in the 
current year."

		(e)	The Investor is aware that an investment in the Shares is 
highly speculative and subject to substantial risks.  The 
Investor is capable of bearing the high degree of economic 
risk and burdens of this investment, including the possibility 
of a complete loss of his investment and the lack of a public 
market and limited transferability of the Shares, which may 
make the liquidation of this investment impossible for an 
indefinite period of time.  The financial condition of the 
<PAGE> 42
Investor is such that he is under no present or contemplated 
future need to dispose of any of the Shares to satisfy any 
existing or contemplated undertaking, need or indebtedness.

		(f)	All of the information that the Investor has set forth or 
represented in this Agreement, with respect to his financial 
position and business and investment experience is correct and 
complete as of the date of this Agreement and, if there should 
be any material change in such information prior to the 
purchase of Shares, the Investor will immediately furnish the 
revised or corrected information to the Corporation.

		(g)	The Investor agrees that he shall be bound by all of the 
terms, conditions, duties and obligations of this Agreement 
insofar as such matters affect the Corporation and/or the 
Investor.

		(h)	The Investor is a resident of the State of Florida.

	4.	Restricted Stock and Legend.

		(a)  The Investor acknowledges that the Shares offered hereunder are 
being offered pursuant to a private placement exemption under the 1933 Act, and 
that the Shares are deemed "restricted securities" as defined in the 1933 Act.  
Until the securities offered hereunder become registered with the Securities and
Exchange Commission, each certificate representing a share of Common Stock shall
bear a legend in substantially the following form:

		THE SHARE(S) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR 
UNDER ANY STATE SECURITIES LAWS, AND THE CORPORATION HAS RELIED UPON AN 
EXEMPTION TO THE REGISTRATION REQUIREMENT UNDER THE ACT FOR THE SALE OF THE 
SHARE(S) REPRESENTED BY THIS CERTIFICATE TO ITS HOLDER.  THEREFORE, THE 
SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED STOCK AND MAY NOT BE 
SOLD OR TRANSFERRED TO ANY THIRD PARTY WITHOUT EITHER BEING REGISTERED 
UNDER THE ACT OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT 
REGISTRATION IS NOT REQUIRED UNDER THE ACT.

		(b)  Prior to any transfer or attempted transfer of any of the 
Shares issued hereunder, or any interest therein, the Investor shall give the 
Corporation written notice of his or its intention to make such transfer, 
describing the manner of the intended transfer and the proposed transferee.  
Promptly after receiving such written notice, the Corporation shall present 
copies thereof to counsel for the Corporation and to any special counsel 
designated by the Investor or by such holder.  If in the opinion of each of such
counsel the proposed transfer may be effected without registration of the Shares
under the applicable federal or state securities laws, as promptly as 
practicable, the Corporation shall notify the Investor of such opinions, 
whereupon the Shares proposed to be transferred shall be transferred in 
accordance with the terms of said notice.  The Corporation shall not be required
to effect any such transfer prior to the receipt of such favorable opinion(s); 
provided, however, the Corporation may waive the requirement that Investor 
obtain an opinion of counsel, in its sole and absolute discretion.  As a 
condition to such favorable opinion, counsel for the Corporation may require an
<PAGE> 43
investment letter to be executed by the proposed transferee.

	5.	Rescission Right for Florida Residents.

		Notwithstanding Section 1 hereof, the Investor, if a Florida 
resident, shall have the right at any time within three (3) days after the 
Investor first tenders the Purchase Price or the date of execution of this 
Agreement, whichever is later, to notify the Corporation, of the Investor's 
intent to cancel this Agreement.  In such event, this Agreement shall be 
canceled and of no further force or effect, and the Corporation shall promptly 
cause to be refunded to the Investor the Purchase Price paid by Investor for the
Shares, without interest or deduction.  

	6.	Piggyback Registration Rights.  

		(a)	Definitions.  As used in this Section 6, the following terms 
shall have the following respective meanings:

			(i)	"Commission" means the Securities and Exchange 
Commission, or any other Federal agency at the time administering the Securities
Act.

			(ii)	"Exchange Act" means the Securities Exchange Act of 
1934, as amended, or any similar Federal statute, and the rules and regulations 
of the Commission issued under such Act, as they each may, from time to time, be
in effect.

			(iii) "Securities Act" means the Securities Act of 1933, as 
amended, or any similar Federal statute, and the rules and regulations of the 
Commission issued under such Act, as they each may, from time to time, be in 
effect.

			(iv)  "Registration Statement" means a registration statement 
filed by the Corporation with the Commission for a public offering and sale of 
securities of the Corporation (other than any registration statement on Form S-4
or Form S-8, or their successors, or any other form for a limited purpose, or 
any registration statement covering only securities proposed to be issued in 
exchange for securities or assets of another corporation or entity).

			(v)	"Registration Expenses" means the expenses described in 
Section 6(d).

			(vi)	"Registrable Shares" means the shares of Common Stock 
and any other shares of Common Stock issued or issuable in respect of such 
shares (because of stock splits, stock dividends, reclassification,
recapitalizations, or similar events, if applicable); provided, however, that 
the shares of Common Stock which are Registrable Shares shall cease to be 
Registrable Shares upon any sale of such shares pursuant to a Registration 
Statement, Section 4(1) of the Securities Act, Rule 144 under the Securities Act
or otherwise.

		(b)  Piggyback Registration.

			(i)  Whenever the Corporation proposes to file a Registration 
Statement and at any time thereafter and from time to time, it will, prior to 
such filing, give written notice to Investor of its intention to do so and, upon
<PAGE> 44
the written request of Investor given within ten (10) days after the Corporation
provides such notice (which request shall state the intended method of 
disposition of the Registrable Shares), the Corporation shall use its good faith
efforts to cause all Registrable Shares which the Corporation has been requested
by Investor to register to be registered under the Securities Act to the extent
necessary to permit their sale or other disposition in accordance with the 
intended methods of distribution specified in the request of Investor; provided 
that the Corporation shall have the right to postpone or withdraw any 
registration effected pursuant to this Section 6(b) without obligation to 
Investor.

			(ii)	 In connection with any offering under this Section 6(b) 
involving an underwriting, the Corporation shall not be required to include any 
Registrable Shares in such underwriting unless Investor accepts the terms of the
underwriting as agreed upon between the Corporation and the underwriters 
selected by it, and then only in such quantity as will not, in the sole 
discretion of the underwriters, jeopardize the success of the offering by the 
Corporation.  If in the sole discretion of the managing underwriter or 
underwriters the registration of all, or part of, the Registrable Shares which
the Investor has requested to be included would adversely affect such public 
offering, then the Corporation shall be required to include in the underwriting
only that number of Registrable Shares, if any, which the managing underwriter 
believes may be sold without causing such adverse effect.  If the number of 
Registrable Shares to be included in the underwriting in accordance with the
foregoing is less than the total number of shares which the Investor has
requested to be included, then, except as described below, the Investor shall
participate in the underwriting pro rata based upon its total ownership of 
Registrable Shares compared to the total number of shares held by others 
pursuant to separate agreements with the Corporation for which registration 
has been requested (or in any other proportion as agreed upon by all holders
of the Common Stock entitled to registration) and if Investor would thus be
entitled to include more shares than Investor requested to be registered, 
the excess shall be allocated among other requesting holders pro rata based upon
their total ownership of Registrable Shares; provided, however, the Corporation
may, in order to close an offering of its securities, grant registration rights
to others which are entitled to a preference over the rights granted herein 
to Investor with respect to inclusion in any underwritten public offering; in
which case, the rights granted to the Investor hereunder shall be subordinate 
thereto and Investor shall not be entitled to pro rata inclusion in any
underwritten public offering.  

		(c)	Registration Procedures.  If and when the Corporation is 
required by the provisions of this Agreement to use its good faith efforts to 
effect the registration of any of the Registrable Shares under the Securities 
Act, the Corporation shall:

			(i)  file with the Commission a Registration Statement with 
respect to such Registrable Shares and use its good faith efforts to cause that 
Registration Statement to become and remain effective; 

			(ii)  prepare and file with the Commission any amendments and 
supplements to the Registration Statement and the prospectus included in the 
Registration Statement as may be necessary to keep the Registration Statement 
effective for a period of up to 120 days from the effective date;

			(iii)  furnish to Investor such reasonable numbers of copies 
of the prospectus, including a preliminary prospectus, in conformity with the 
requirements of the
<PAGE> 45
Securities Act, and such other documents as the Investor may reasonably request 
in order to facilitate the public sale or other disposition of the Registrable 
Shares owned by the Investor; and

			(iv)  use its good faith efforts to register or qualify the 
Registrable Shares covered by the Registration Statement under the securities or
Blue Sky laws of such states as the Investor shall reasonably request, and do 
any and all other acts and things that may be necessary or desirable to enable 
the holders to consummate the public sale or other disposition in such 
jurisdictions of the Registrable Shares owned by the holder; provided, however,
that the Corporation shall not be required in connection with this Section 6(c)
to qualify as a foreign corporation or execute a general consent to service of
process in any jurisdiction nor register or qualify the securities in any state
which as a condition to such registration or qualification would impose 
restrictions or other conditions on the Corporation or any of its officers, 
directors or shareholders (including with respect to any shares held by such
persons or entities) unless such restrictions or other conditions are approved
by the party adversely affected.

			If the Corporation has delivered preliminary or final prospectuses to the 
Investor and after having done so the prospectus is amended to comply with 
the requirements of the Securities Act, the Corporation shall promptly notify 
the Investor and, if requested, the Investor shall immediately cease making 
offers of Registrable Shares and return all prospectuses to the Corporation.
The Corporation shall promptly provide the Investor with revised prospectuses
to permit the Investor to resume making offers of the Registrable Shares.

		(d)	Allocation of Expenses.  The Corporation will pay all Registration 
Expenses of all registrations under this Agreement; provided, however, that if 
a registration is withdrawn at the request of the Investor (other than as a 
result of materially adverse information concerning the business or financial 
condition of the Corporation which is made known to the Investor after the date
on which such registration was requested), the Investor shall pay the 
Registration Expenses of such registration pro rata in accordance with the 
number of its Registrable Shares included in such registration compared to the 
total number of shares of Common Stock held by others pursuant to separate 
agreements with the Corporation for which registration has been requested.  For 
purposes of this Section 6, the term "Registration Expenses" shall mean all 
expenses incurred by the Corporation in complying with this Section 6, including
without limitation, all registration and filing fees, exchange listing fees, 
printing expenses, fees and disbursements of counsel for the Corporation, state 
Blue Sky fees and expenses, and the expense of any special audits incident to or
required by any such registration, but excluding underwriting discounts and 
selling commissions attributable to the Registrable Shares and the fees and 
expenses of the Investor's own counsel and accountants, which shall be borne by 
Investor.

		(e)	Indemnification.  In the event of any registration of any of 
the Registrable Shares under the Securities Act, pursuant to this Agreement, the
Corporation will indemnify and hold harmless the Investor against any losses, 
claims, damages or liabilities, joint or several, to which Investor may become 
subject under the Securities Act, the Exchange Act, state securities laws or 
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement of any 
material fact contained in any Registration Statement under which such 
Registrable Shares were registered under the Securities Act, any preliminary 
prospectus or final prospectus contained in the Registration Statement, or any 
amendment or supplement to such Registration Statement, or arise out of or are 
based upon the omission to state a material fact required to be stated therein 
or necessary to make the statements therein not misleading; and the Corporation
will reimburse Investor for any legal or any other expenses reasonably incurred
by Investor in connection with investigating and defending any such loss, claim,
damage, liability or action; provided, however, that the Corporation will not be
liable in any such case to the extent that any such loss, claim, damage, 
liability or expense arises out of or is based upon any untrue statement or 
omission made in such Registration Statement, preliminary prospectus or 
prospectus, or any such amendment or supplement, in reliance upon and in 
<PAGE> 46
conformity with information furnished to the Corporation by or on behalf of 
Investor, specifically for use in the preparation thereof, or as a result of the
failure of Investor, or any agent of Investor, to deliver any amendments and 
supplements to any Registration Statement and the prospectus included in any 
such Registration Statement.

		In the event of any registration of any of the Registrable Shares 
under the Securities Act pursuant to this Agreement, Investor will indemnify and
hold harmless the Corporation, each of its directors and officers and each 
underwriter (if any) and each person, if any, who controls the Corporation or 
any such underwriter within the meaning of the Securities Act or the Exchange 
Act, against any losses, claims, damages or liabilities, joint or several, to 
which the Corporation, such directors and officers, underwriter or controlling
person may become subject under the Securities Act, Exchange Act, state 
securities laws or otherwise, insofar as such losses, claims, damages or 
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement of a material fact contained in any Registration Statement 
under which such Registrable Shares were registered under the Securities Act, 
any preliminary prospectus or final prospectus contained in the Registration 
Statement, or any amendment or supplement to the Registration Statement, or 
arise out of or are based upon any omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading, 
and Investor will reimburse the Corporation, each of its directors and officers,
each underwriter and each controlling person, severally and not jointly, for any
legal or other expenses reasonable incurred by the Corporation, each director
and officer, each underwriter and each controlling person in connection with 
investigating and defending any such loss, claim, damage, liability or action,
if the statement or omission was made in reliance upon and in conformity with 
information furnished to the Corporation by or on behalf of Investor, 
specifically for use in connection with the preparation of such Registration 
Statement, prospectus, amendment or supplement.

		Each party entitled to indemnification under this Section 6(e) (the 
"Indemnified Party") shall give notice to the party required to provide 
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any 
litigation resulting therefrom; provided, that counsel for the Indemnifying 
Party, who shall conduct the defense of such claim or litigation, shall be 
approved by the Indemnified Party (whose approval shall not be unreasonably 
withheld); and, provided, further, that the failure of any Indemnified Party to 
give notice as provided herein shall not relieve the Indemnifying Party of its 
obligations under this Section 6.  The Indemnified Party may participate in such
defense at such party's expense.  No Indemnifying Party, in the defense of any 
such claim or litigation shall, except with the consent of each Indemnified 
Party, consent to entry of any judgment or enter into any settlement which does 
not include as an unconditional term thereof the giving by the claimant or 
plaintiff to such Indemnified Party of a release from all liability in respect 
of such claim or litigation.

		(f)  Information by Investor.	Investor shall promptly furnish to 
the Corporation such information regarding Investor and the distribution 
proposed by Investor as the Corporation may request in writing and as shall be
required in connection with any registration, qualification or compliance 
<PAGE> 47
referred to in this Section 6. 

		(g)  "Stand-Off" Agreement.  Investor, if requested by the 
Corporation and/or an underwriter of Common Stock or other securities of the 
Corporation, shall agree not to sell or otherwise transfer or dispose of any 
Registrable Shares or other securities of the Corporation held by Investor for a
specified period of time (not to exceed 180 days) before or after the effective 
date of a Registration Statement.  Such agreement shall be in writing in a form 
satisfactory to the Corporation and such underwriter.  The Corporation may 
impose stop transfer instructions with respect to the Registrable Shares or 
other securities subject to the foregoing restriction until the end of the
stand-off period.  

	7.	No Assignment.

		This Agreement is neither transferable nor assignable by the 
Investor, without the prior written consent of the Corporation.

	8.	General.

		This Agreement shall: (i) be binding upon the Investor and the 
Corporation and their respective representatives, successors, and permitted 
assigns; (ii) be governed, construed and enforced in accordance with the 
internal laws of the State of Florida; and (iii) all covenants, agreements, 
representations and warranties made herein or otherwise made in writing by any 
party pursuant hereto shall survive the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby.  This Agreement 
may be executed in one or more counterparts, each of which shall be deemed an 
original, but all of which together shall constitute one and the same instrument


	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 
6th day of December, 1995.

                                   		"CORPORATION"
                               						ABLE TELCOM HOLDING CORPORATION
                               						a Florida corporation
                               						By: /s/William J. Mercurio
                                        ----------------------------
                               						   William J. Mercurio                     
                                        Its:  President
                      
                                  			"INVESTOR"
                       					         /s/Frazier L. Gaines
                                     -------------------------------   
                               						Frazier L. Gaines


<PAGE> 48

                             EXHIBIT 5.1



May 17, 1996


Able Telcom Holding Corp.
1601 Forum Place, Suite 1110 
West Palm Beach, Florida  33401 

Dear Sirs:

	We are acting as counsel to Able Telcom Holding Corp., a Florida 
corporation (the "Company"), in connection with the Registration Statement on 
Form S-8 with exhibits thereto (the "Registration Statement") filed by the 
Company under the Securities Act of 1933, as amended (the "Act"), and the 
rules and regulations thereunder, relating to the registration of 1,060,000 
shares (the "Shares") of Common Stock, par value $.001 per share, of the 
Company.  The Shares have been issued by the Company pursuant to written 
compensation agreements (the "Agreements"), and the Shares issued thereunder 
(the "Compensation Shares") or are to be issued by the Company upon the 
exercise of certain stock options (the "Options"), and the Shares issued upon 
the exercise thereof (the "Option Shares") granted and to be granted to 
certain employees or directors of the Company pursuant to the Company's 1995 
Stock Option Plan or pursuant to separate stock option agreements with such 
individuals (collectively, the "Plans").

	As such counsel, we have participated in the preparation of the 
Registration Statement, and have reviewed the corporate proceedings in 
connection with the adoption of the Agreements and the Plans and have also 
examined and relied upon originals or copies, certified or otherwise 
authenticated to our satisfaction, of all such corporate records, documents, 
agreements, and instruments relating to the Company, and certificates of 
public officials and of representatives of the Company, and have made such 
investigations of law, and have discussed with representatives of the Company 
and such other persons such questions of fact, as we have deemed proper and 
necessary as a basis for rendering this opinion.

	Based on and subject to the foregoing, we are of the opinion that:

	The Compensation Shares are duly authorized, validly issued, fully paid 
and non-assessable.  

	The Option Shares are duly authorized and, upon issuance in connection 
with the exercise of the Options in accordance with the terms of the Plans 
against payment of the exercise price therefor (as applicalbe), will be, 
assuming no change in the applicable law or pertinent facts, validly issued, 
fully paid and non-assessable.  

	We hereby consent to the filing of this opinion as Exhibit 5.1 to the 
Registration Statement.  In giving the foregoing consent, we do not admit that 
we are in the category of persons whose consent is required under Section 7 of 
the Act, or the rules and regulations of the Securities and Exchange 
Commission promulgated thereunder.

			Very truly yours,

	  /s/Holland & Knight
   -------------------
			Holland & Knight

May 17, 1996


<PAGE> 49
                             	EXHIBIT 20.1

              Consent of Independent Certified Public Accountants



We consent to the reference to our firm in the Registration Statement on Form 
S-8 pertaining to the 1995 Stock Option Plan of Able Telcom Holding Corp. and 
to the incorporation by reference therein of our report dated January 26, 
1996, with respect to the consolidated financial statements and schedule of 
Able Telcom Holding Corp. included in its Annual Report (Form 10-K) for the 
year ended October 31, 1995 filed with the Securities and Exchange Commission.


 							/s/Ernst & Young LLP
        --------------------                    
								Ernst & Young LLP

West Palm Beach, Florida
May 15, 1996

<PAGE> 50


                                 EXHIBIT 20.3


                        INDEPENDENT AUDITOR'S CONSENT



The Board of Directors
Able Telcom Holding Corp.




We consent to the use of our report incorporated by reference herein.



  /s/KPMG Peat Marwick LLP
  ------------------------  
		KPMG Peat Marwick LLP

Tampa, Florida
May 9, 1995


<PAGE> 51
                                  EXHIBIT 20.4

                          MERCURIO & ASSOCIATES, P.A.
                        2240 Palm Beach Lakes Boulevard
                                   Suite 100
                        West Palm Beach, Florida  33409



                        INDEPENDENT AUDITOR'S CONSENT



The Board of Directors
Able Telcom Holding Corp.


We consent to the use of our report incorporated by reference herein.



							/s/Mercurio & Associates, P.A.
       ------------------------------         
							MERCURIO & ASSOCIATES, P.A.

May 17, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 147910}]
{"company-data": {"conformed-name": "ABLE TELCOM HOLDING CORP", "cik": "0000826411", "assigned-sic": "1731", "irs-number": "650013218", "state-of-incorporation": "FL", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04377", "film-number": "96571568"}, "business-address": {"street1": "1601 FORUM PL", "street2": "STE 305", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401", "phone": "4076880400"}, "mail-address": {"street1": "1601 FORUM PLACE", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401"}, "former-company": {"former-conformed-name": "DELTA VENTURE FUND INC", "date-changed": "19890312"}}
1
          	As filed with the Securities and Exchange Commission on May 22, 1996

                                                  	Registration No. 33-    
   
 ____________________________________________________________________________

                         	SECURITIES AND EXCHANGE COMMISSION
                            	WASHINGTON, D.C.  20549

                                   	FORM S-8

              	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           	Able Telcom Holding Corp.
              	(Exact name of Registrant as specified in its charter)

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

     1601 Forum Place, Suite 1100, West Palm Beach, Florida 33401             
  
     ------------------------------------------------------------
       	(Address of Principal Executive Offices) (Zip Code)

          Able Telcom Holding Corp. 1995 Stock Option Plan                    
          ------------------------------------------------
                    	(Full title of the plan)

                      	William J. Mercurio
              President and Chief Executive Officer                
                   	Able Telcom Holding Corp.
                 	1601 Forum Place, Suite 1100
                	West Palm Beach, Florida  33401
	                        (407) 688-0400               
              --------------------------------------
         	   (Name, address and telephone number,
             including	area code, of agent for service)

                           	Copy to:
                       	Donn Beloff, Esq.
                        Holland & Knight
                   One East Broward Boulevard
                 Ft. Lauderdale, Florida  33301

               	CALCULATION OF REGISTRATION FEE
Title of      Amount to      Proposed maximum  Proposed maximum    Amount of 
securities    be registered  offering price    aggregate offering  
registration
to be         (1)            per unit          price (2)           fee (2)
- -----------   -------------  ----------------- ------------------- -----------
Common Stock, 1,060,000        $ 7.19            $ 7,621,400        $ 2,628.07
par value      shares
$.001
(1) Represents the maximum number of shares that may be acquired pursuant to 
this Registration Statement pursuant to the Able Telcom Holding Corp. 1995 
Stock Option Plan and certain individual plans.  Pursuant to Rule 416 
promulgated under the Securities Act of 1933, this Registration Statement also
registers such additional shares of Common Stock as may be offered or issued 
to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.

(2)	Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(h) calculated on the basis of the high and low sale 
prices
of the Common Stock as reported on the NASDAQ National Market on May 21, 1996.
==============================================================================

The exhibit index is located on Form S-8 Page 7.
2
                                    	PART II

              	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE.

		The following documents filed with the Securities and Exchange Commission by 
Able Telcom Holding Corp., a Florida corporation (the "Corporation" or the 
"Registrant"), are incorporated herein by reference:

   (1)	The Corporation's Annual Report on Form 10-K for the fiscal year ended 
October 31, 1995, filed February 13, 1996.

   (2)	The Corporation's Quarterly Report for the period ending January 31,
1996, filed March 15, 1996.

			(3)	The Corporation's 
reports on Form 8-K filed with the Commission on March 21, 1996, and December 
22, 1995, and the Form 8-K/A-1 filed with the Commission on February 20, 1996.

			(4)	All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 (the 
"Exchange Act"), prior to the filing of a post-effective amendment which 
indicated that all remaining securities offered have been sold or which 
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part 
thereof from the date of filing such documents.

		Any statement in a document incorporated or deemed to be incorporated by 
reference herein shall be deemed to be modified or superseded for the purposes
of this Registration Statement 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 
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.	DESCRIPTION OF SECURITIES.

		The class of securities to be offered under this Registration Statement is 
registered under Section 12 of the Exchange Act.

ITEM 5.	INTERESTS OF NAMED EXPERTS AND COUNSEL.

		Not applicable.

ITEM 6.	INDEMNIFICATION OF OFFICERS AND DIRECTORS.

		Section 607.0850 of the Florida Business Corporation Act grants each 
corporation organized thereunder the power to indemnify its officers and
directors against liability for certain of their acts.  

		Article V of the Corporation's Bylaws contains the following provision with
respect to the liability of the Corporation's Directors to the Corporation:

		The Corporation shall indemnify any and all persons who may serve or which 
have served at any time as directors or officers, or which at the request of 
the Board of Directors of the Corporation may serve or at any time have served
as directors or officers of another corporation in which the Corporation at such
3 
time owned or may own shares of stock or of which it was or may be a creditor, 
and their respective heirs, administrators, successors and assigns, against 
liability incurred by such persons in connection with any proceeding, and 
against expenses actually and reasonably incurred in connection therewith,
in which they, or any of them are made parties, or a party, or which may be 
asserted against them or any of them, by reason of being or having been 
directors or officers or a director or officer of the Corporation, or of 
such other corporation, if such persons acted in good faith 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 not 
reasonable cause to believe their conduct was unlawful.  Such 
indemnification shall be in addition to any other rights to which those 
indemnified may be entitled under any laws, bylaw, agreement, vote of 
stockholders or otherwise.

		The Corporation has directors and officers liability insurance.  In addition 
to covering directors and officers of the Corporation, the insurance also 
insures the Corporation against amounts paid by it to indemnify such directors
and officers. 

ITEM 7.	EXEMPTION FROM REGISTRATION CLAIMED.

		Not Applicable.

ITEM 8.	EXHIBITS.

	Exhibit Numbers	Description

		4.1		1995 Stock Option Plan

		4.2a	Form of Employee Incentive Stock Option Agreement

  4.2b Form of Director's Nonqualified Stock Option Agreement

		4.3		Stock Option Agreement between the Corporation and William J. Mercurio, 
       dated June 30, 1995.

		4.4		Stock Option Agreement between the Corporation and Daniel L. Osborne, 
       dated January 14, 1993.

		4.5		Stock Option Agreement between the Corporation and Frazier L. Gaines, 
       dated September 14, 1992.

		4.6		Stock Option Agreement between the Corporation and Gaston Moons, dated 
       June 30, 1995.

  4.7  Subscription Agreement between the Corporation and Bill B. Caudill,
       dated December 6, 1995, in connection with H. C. Connell, Inc.
       acquisition.

  4.8  Subscription Agreement between the Corporation and Frazier L. Gaines,
       dated December 6, 1995, in connection with H. C. Connell, Inc.
       acquisition.

		5.1		Opinion of Holland & Knight

		20.1 Consent of Ernst & Young LLP

		20.2 Consent of Holland & Knight is included in their opinion filed as 
       Exhibit 5.1 to this Registration Statement.
4

  20.3 Consent of KPMG Peat Marwick LLP

  20.4 Consent of Mercurio & Associates

		24.1 Power of Attorney (included on signature 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 of 1933; 

			(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.
Notwithstanding the foregoing, any increase or decrease in volume of 
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end 
of the estimated maximum offering range may be reflected in the form of 
prospectus filed with the Commission pursuant to Rule 424(b) if, in the 
aggregate, the changes in volume and price represent no more than a 20% change 
in the maximum aggregate offering price set forth in the "Calculation of 
Registration Fee" table in the effective registration statement; and

			(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 registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed with or furnished to the 
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration 
statement.

			(2)	That, for the purpose of determining any liability under the Securities 
Act of 1933, 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 the 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 of 1933, each filing of the 
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.

	(h)	Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.

                               	SIGNATURES

		Pursuant to the requirements of the Securities Act, 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 West Palm Beach, State of Florida, on April 29, 1996.

                                						
                                	Able Telcom Holding Corp.

                                	By:   /s/ William J. Mercurio          
                                      ---------------------------------- 
                                   							
                                     	William J. Mercurio
                                   							
                                     	President, Chief Executive Officer,
		                              						and Director (Principal	Executive 
                                      Officer)
6
                      	GENERAL POWER OF ATTORNEY

		KNOW ALL MEN BY THESE PRESENTS, each officer and director whose signature 
appears below, hereby authorizes, constitutes and appoints WILLIAM J. MERCURIO 
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 post-effective amendments to this Registration 
Statement, together with any and all exhibits hereto and thereto and other
documents required to be filed with respect hereto and thereto and to file
the same with the Securities and Exchange Commission and any other regulatory 
or other authority, 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 or she might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent, or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof and
incorporate such changes as the said attorney-in-fact deems appropriate.

		Pursuant to the requirements of the Securities Act of 1933, as amended, this 
Registration Statement has been signed by the following persons in the 
capacities and on the date indicated:
Signature                    Title                           Date
- ---------------------------  ------------------------------  ---------------
        

/s/ William J. Mercurio      President, Chief Executive      May 21, 1996
- -----------------------      Officer and Director
William J. Mercurio          (Principal Executive Officer)

/s/ William D. Callahan     	Chief Financial Officer and     May 21, 1996
- -----------------------      Director
William D. Callahan

/s/ Daniel L. Osborne        Chief Accounting Officer        May 21, 1996
- -----------------------    
Daniel L. Osborne

/s/ Frazier L. Gaines        Director                        May 16, 1996 
- -----------------------
Frazier L. Gaines

/s/ Bill B. Caudill          Director                        May 16, 1996
- -----------------------
Bill B. Caudill
7
EXHIBIT INDEX
Sequentially
Exhibit        Numbered
Numbered       Description                                          Page
- --------       -----------                                          ----
4.1	          	1995 Stock Option Plan..............................   	8

4.2a	          Form of Employee's Incentive Stock Option Agreement.  	15

4.2b           Form of Director's Nonqualified
               Stock Option Agreement..............................   19  

4.3		          Stock Option Agreement between the Corporation and
               William J. Mercurio, dated June 30, 1995............	  22

4.4		          Stock Option Agreement between the Corporation and
               Daniel L. Osborne, dated January 14, 1993...........  	24

4.5		          Stock Option Agreement between the Corporation and
               Frazier Gaines, dated September 14, 1992............   26

4.6		          Stock Option Agreement between the Corporation and
               Gaston Moons, dated June 30, 1995 ..................   28

4.7            Subscription Agreement between the Corporation and 
               Billy B. Caudill, dated December 6, 1995, in
               connection with the H. C. Connell, Inc.
               acquisition ........................................   32

4.8            Subscription Agreement between the Corporation and 
               Frazier L. Gaines, dated December 6, 1995, in 
               connection with the H. C. Connell, Inc. 
               acquisition ........................................   40

5.1		          Opinion of Holland & Knight	........................   48

20.1		         Consent of Ernst & Young LLP........................   49

20.2		         Consent of Holland & Knight  included in its opinion
              	filed as Exhibit 5.1 to this Registration Statement.   48

20.3           Consent of KPMG Peat Marwick LL.....................   49

20.4           Consent of Mercurio and Associates..................   50

24.1		         Power of Attorney (included on signature page)...... 	 6
8
                             EXHIBIT 4.1

                      ABLE TELCOM HOLDING CORP.
                       1995 STOCK OPTION PLAN

                        Section 1.  Purpose.

     This 1995 Stock Option Plan is intended to provide incentives: (a) to the 
officers and other employees of Able Telcom Holding Corp. or any of its 
present or future subsidiaries by providing such employees with opportunities to
purchase stock in Able Telcom Holding Corp. pursuant to options granted 
hereunder that qualify as "incentive stock options" under Section 422(b) of 
the Internal Revenue Code of 1986, as amended; and (b) to directors, officers, 
employees, advisors and consultants of Able Telcom Holding Corp. or any of its
present or future subsidiaries by providing such persons with opportunities to 
purchase stock in Able Telcom Holding Corp. pursuant to options granted 
hereunder which do not qualify as "incentive stock options."

                      	Section 2.  Definitions.

	(a)	"Agreement" shall have the meaning ascribed to the term as set forth in 
Section 6 hereof.

	(b)	"Board of Directors" means the Board of Directors of the Company or any
Subsidiary.

	(c)	"Common Stock" means the common stock, $.001 par value per share, of the 
Company.

 (d)	 "Company" means Able Telcom Holding Corp., a Florida corporation.

	(e)	"Employee" means every individual performing services for the Company or 
any Subsidiary if the relationship between him and the person for whom he 
performs such services is the legal relationship of employer and employee as
determined in accordance with Section 3401(c) of Internal Revenue Code and 
Treasury Regulations promulgated thereunder.  A member of the Board of 
Directors in his sole capacity as such is not an Employee.

	(f)	"Incentive Stock Option" means a right granted pursuant to this Plan to
purchase Common Stock that satisfies the requirements of Section 422 of the 
Internal Revenue Code.

	(g)	"Internal Revenue Code" means the Internal Revenue Code of 1986, as 
amended.

	(h)	"Non-Affiliate Director" means every member of the Board of Directors who
is not an Employee of the Company or any Subsidiary and who does not 
beneficially own, within the meaning of Rule 13d-2 of the Securities Exchange
Act of 1934, as amended, more than five percent (5%) of any class of the 
outstanding capital stock of the Company.

	(i)	"Nonqualified Stock Option" means a right granted pursuant to this Plan to
purchase Common Stock that does not satisfy the requirements of Section 422 of 
the Internal Revenue Code.

	(j)	"Option" means a right granted pursuant to this Plan to purchase Common 
Stock which may be either an Incentive Stock Option or a Nonqualified Stock 
Option as determined by the Board of Directors.

	(k)	"Optionee" means an individual who has received an Option under the Plan.

	(l)	"Option Shares" means the shares of Common Stock issuable upon the exercise
of an Option.

	(m)	"Plan" means this stock option plan authorizing the granting of stock 
Options.

	(n)	"Plan Administrators" shall have the meaning ascribed to the term as set 
forth in Section 5 hereof.
9
	(o)	"Plan Adoption Date" means the date on which this Plan shall have been 
adopted by the Board of Directors.

	(p)	"Reserved Shares" shall have the meaning ascribed to the term as set forth
in Section 3 hereof.

	(q)	"Subsidiary" means any corporation (other than the Company) in an unbroken 
chain of corporations beginning with the Company if, at the time the Option is 
granted, each of the corporations other than the last corporation in the 
unbroken chain owns 50% or more of the total combined voting power of all 
classes of stock in one of the other corporations in such chain.

                   	Section 3.  Shares Subject to the Plan.

	Subject to adjustments pursuant to Section 9 of the Plan, no more than Five 
Hundred Fifty Thousand (550,000) shares in the aggregate of the Company's 
Common Stock (the "Reserved Shares") may be issued pursuant to the Plan to 
eligible participants.  The number of the Reserved Shares shall be reduced by 
the number of Options granted under the Plan.  The Reserved Shares may be made 
available from authorized but unissued Common Stock of the Company, from Common
Stock of the Company held as treasury stock, from any shares which may become 
available due to the expiration, cancellation or other termination of any 
Option previously granted by the Company, or from any combination of the
foregoing.

                          	Section 4.  Eligibility.

	The individuals eligible to receive Options under this Plan shall be 
such valued Employees, Non-Affiliate Directors, advisors or consultants of the 
Company or any Subsidiary, as the Plan Administrators may from time to time 
determine and select.  Non-Affiliate Directors, advisors and consultants shall 
only be eligible to receive Nonqualified Stock Options.  Employees shall be 
eligible to receive both Incentive Stock Options and Nonqualified Stock 
Options.  An Optionee may hold more than one Option.  No Employee of the 
Company or any Subsidiary is eligible to receive any Incentive Stock Options 
if such Employee, at the time the option is granted, owns, beneficially or of 
record, in excess of 10% of the outstanding voting stock of the Company or a 
Subsidiary; provided, however, that such Employee will be eligible to receive 
an Incentive Stock Option if at the time such Option is granted the Option 
price is at least 110% of the fair market value (determined with regard to 
Section 422(c)(7) of the Internal Revenue Code) of the stock subject to the 
Option and such Option by its terms is not exercisable after the expiration of 
five (5) years from the date such Option is granted.  Pursuant to Section 
422(d) of the Internal Revenue Code, no Option granted pursuant to this Plan 
shall be treated as an Incentive Stock Option to the extent that the aggregate 
fair market value (determined at the time the Option was granted) of Common 
Stock with respect to which Options (that otherwise qualify as Incentive Stock 
Options) are exercisable for the first time by an Employee during any calendar 
year (under all plans of the Company and its Subsidiaries) exceeds $100,000.

	Section 5.  Administration of the Plan.

	(a)	The Plan shall be administered by those members of the Board of 
Directors, or by a committee appointed by the Board of Directors, (in either 
event, the "Plan Administrators") who are disinterested persons within the 
meaning of Rule 16b-3(c)(2)(i) of the Securities Exchange Act of 1934, as 
amended ("Disinterested Persons").

	(b)	The Plan Administrators shall have the power, subject to, and 
within the limits of, the express provisions of the Plan:

	(i)	To determine from time to time which eligible persons shall be 
granted Options under the Plan, and the time when any Option shall 
be granted to them;

	(ii)	To determine the number of Options to be granted to any person;

	(iii)	To grant Incentive Stock Options, Nonqualified Stock Options, or 
both, under the Plan to such persons;
10
	(iv)	To determine the duration and purposes of leaves of absence which 
may be granted to Optionees without constituting a termination of 
their employment for purposes of the Plan;

	(v)	To prescribe the terms and provisions of each Option granted under 
the Plan (which need not be identical);

 	(vi)	To determine the maximum period during which Options may be 
exercised;

	(vii)	To construe and interpret the Plan and Options granted under it, 
and to establish, amend, and revoke rules and regulations for its 
administration; and

	(viii)
	Generally, to exercise such powers and to perform such acts as are 
deemed necessary or expedient to promote the best interests of the 
Company with respect to the Plan.

	(c)	Notwithstanding the foregoing, neither the Board of Directors, any 
committee thereof nor any person designated pursuant to paragraph (d) below 
may take any action which would cause any Plan Administrator to cease to be a 
Disinterested Person with regard to this Plan or any other stock option or 
other equity plan of the Company.  In particular, neither the Board of 
Directors, the Plan Administrators, nor any committee thereof shall have any 
discretion as to:

	(i)	the selection of Non-Affiliate Directors who are eligible to 
receive the grant of Nonqualified Stock Options pursuant to 
Section 7 below; or

	(ii)	the number of Options granted to any Non-Affiliate Director 
pursuant to Section 7 below.

	(d)	The Plan Administrators, in the exercise of these powers, may 
correct any defect or supply any omission, or reconcile any inconsistency in 
the Plan, or in any Option, in the manner and to the extent it shall deem 
necessary or expedient to make the Plan fully effective.  All determinations 
of the Plan Administrators shall be made by majority vote.  Subject to any 
applicable provisions of the Company's By-laws, all decisions made by the Plan 
Administrators pursuant to the provisions of the Plan and related orders or 
resolutions of the Plan Administrators shall be final, conclusive and binding 
on all persons, including the Company, stockholders of the Company, Employees 
 and  Optionees.

	(e)	The Plan Administrators may designate the Secretary of the 
Company, or other employees of the Company or competent professional advisors, 
to assist in the administration of this Plan and may grant authority to such 
persons to execute agreements or other documents on behalf of the Plan 
Administrators.

	(f)	The Plan Administrators may employ such legal counsel, consultants 
and agents as they may deem desirable for the administration of this Plan and 
may rely upon any opinion received from any such counsel or consultant and any 
computation received from any such consultant or agent.  No present or former 
Plan Administrator shall be liable for any action or determination made in 
good faith with respect to this Plan or any Option granted hereunder.  To the 
maximum extent permitted by applicable law and the  Company's Certificate of 
Incorporation and By-laws, each present or former Plan Administrator shall be 
indemnified and held harmless by the Company against any cost or expenses (in-
cluding counsel fees) or liability (including any sum paid in settlement of a 
claim with the approval of the Company) arising out of any act or omission to 
act in connection with this Plan unless arising out of such person's own fraud 
or bad faith.  Such indemnification shall be in addition to any rights of 
indemnification the person may have as a director, officer or employee or 
under the Certificate of Incorporation of the Company, the By-laws of the 
Company or otherwise.  Expenses incurred by the Plan Administrators in the 
engagement of such counsel, consultant or agent shall be paid by the Company.

Section 6.  Option Terms and Conditions.

	The Options granted under the Plan shall be evidenced by written Option 
Agreements (the "Agreements") consistent with the terms of the Plan which 
shall be executed by the Company and the Optionee.  The Agreements, in such 
form as the Plan Administrators shall from time to time approve, shall, 
incorporate the following terms and conditions:
11
	(a)	Time of Exercise.  Options shall be exercisable in accordance with 
the terms of the Agreements as approved by the Plan Administrators from time 
to time.  Incentive Stock Options may be exercised only if, at all times 
during the period that begins on the date of the granting of the Incentive 
Stock Option and that ends on the day three (3) months before the date of such 
exercise, the Optionee was an Employee of the Company or any Subsidiary; 
provided, however, that if the Optionee is "disabled" within the meaning of 
Section 22(e) of the Internal Revenue Code, then the end of the preceding 
post-employment exercise period shall be extended to one (1) year.

	(b)	Purchase Price.  Except as otherwise provided in Section 4 hereof, 
the purchase price per share of Common Stock deliverable upon the exercise of 
an Incentive Stock Option shall not be less than the fair market value of the 
Common Stock on the date the Option is granted.  The purchase price per share 
of Common Stock deliverable upon the exercise of a Nonqualified Stock Option 
shall be determined by the Plan Administrators in their sole discretion.

	(c)	Method of Exercise.  In order to exercise an Option in whole or in 
part, the Optionee shall give written notice to the Company at its principal 
place of business of such exercise, stating the number of shares with respect 
to which the Option is being exercised.  Such notice shall be accompanied by 
full payment of the purchase price thereof either (i) in cash, or (ii) at the 
discretion of the Plan Administrators, in whole shares of Common Stock having 
a fair market value equal as of the date of the exercise to the cash exercise 
price of the Option, or (iii) at the discretion of the Plan Administrators, by 
delivery of the  Optionee's personal recourse note bearing interest payable 
not less than annually at no less than 100% of the lowest applicable Federal 
rate, as defined in Section 1274(d) of the Internal Revenue Code, or (iv) any 
combination of (i), (ii) and (iii) above.  If the Plan Administrators exercise 
their discretion to permit payment of the exercise price of any Option by 
means of the methods set forth in clauses (ii), (iii) or (iv) of the preceding 
sentence, such discretion shall be exercised in writing at the time of the 
grant of the Option in question.  The exercise date of the Option shall be the 
date the Company receives such notice with any necessary accompaniments in 
satisfactory order.

	(d)	Transferability.  An Option shall not be transferable by the 
Optionee other than at death and an Option granted to such Optionee is 
exercisable, during his lifetime, only by such Optionee.

	The Agreements may also contain such other terms, provisions, and 
conditions consistent with the Plan and applicable provisions of the Internal 
Revenue Code as the Plan Administrators may determine are necessary or proper.

	Section 7.    Stock Option Grant for Non-Affiliate Directors.

	(a)	Grant of Options.  Each Non-Affiliate Director of the Company as 
of the date of approval of this Plan by the Board of Directors (the "Plan 
Adoption Date"), or any other person as of the date he or she first becomes a 
Non-Affiliate Director, in each case who has not previously been granted an 
Option or any other stock option by the Company, is hereby, and shall be, 
automatically granted a Nonqualified Stock Option to purchase Five Thousand 
(5,000) shares of Common Stock.  The Options granted to existing Non-Affiliate 
Directors as of the Plan Adoption Date shall be at an exercise price equal to 
the closing market price for the Common Stock on that date.

	(b)	Option Price.  Notwithstanding anything to the contrary contained 
in this Plan, any Nonqualified Stock Option granted pursuant to this Section 7 
shall provide an exercise price per share equal to 100% of the fair market 
value per share of the Common Stock on the date of such grant.

	(c)	Option Term.  Any Nonqualified Stock Option granted pursuant to 
this Section 7 shall expire on the earlier of (i) the date which is six years 
from the date of its grant or (ii) the date which is 30 days after the date 
that such Optionee shall no longer serve as a member of the Board.  
Nonqualified Stock Options issued to a Non-Affiliate Director shall not be 
exercisable until the first anniversary of the date of grant (the "Vesting 
Date"); provided, however, that said Options shall not vest and shall expire 
if the Non-Affiliate Director fails to attend at least 60% of all Board of 
Directors' meetings, and meetings of committees of which he is a member, which 
take place between the date of grant and the Vesting Date.

	(d)  All grants of Nonqualified Stock Options to members of the Board 
pursuant to this Section 7 shall in all other respects be made in accordance 
with the provisions of this Plan applicable to other eligible persons.  The
12
provisions of this Section 7 shall not be amended more than once in any six 
month period, other than to comply with changes in the Internal Revenue Code, 
the Employee Retirement Income Security Act of 1974, as amended, or other 
applicable federal or state law.

	Section 8.  Rights of Stockholders and Optionee.

	An Optionee shall not be deemed to be the holder of, or to have any of 
the rights of a holder with respect to, any shares subject to such Option, 
unless and until:  (a) the Option shall have been exercised pursuant to the 
terms thereof; (b) the Company shall have issued and delivered the shares to 
the Optionee; and (c) the Optionee's name shall have been entered as a 
stockholder of record on the books of the Company.  Thereupon, the Optionee 
shall have full voting and other ownership rights with respect to such shares.

Section 9.  Adjustments in the Event of Changes in the Capital Structure,
	Reorganization Anti-Dilution or Accounting Changes.

	(a)	Changes in Capital Structure.  In the event of a change in the 
corporate structure or shares of the Company, the Plan Administrators (subject 
to any required action by the stockholders) shall make such equitable 
adjustments as they may deem appropriate in the number and kind of shares 
authorized by the Plan and, with respect to outstanding Options in the number 
and kind of shares covered thereby and in the exercise price of such Options 
on the dates granted.  For the purpose of this Section, a change in the 
corporate structure or shares of the Company shall include, but is not limited 
to, changes resulting from a recapitalization, stock split, reverse stock 
split, consolidation, rights offering, stock dividend, reorganization, or 
liquidation.

	(b)	Reorganization-Continuation of the Plan.  Upon the effective date 
of the dissolution or liquidation of the Company, or a reorganization, merger 
or consolidation of the Company with one or more corporations in which the 
Company is not the surviving corporation, or of a transfer of substantially 
all of the Company's property or more than 80% of the then outstanding shares 
of the Company to another corporation not controlled by the Company's 
stockholders, the Plan and any Option previously granted under the Plan shall 
terminate unless provision be made in writing in connection with such 
transaction for the continuation of the Plan and for the assumption of the 
Options previously granted, or for the substitution of new Options covering 
the shares of a successor employer corporation, or a parent or subsidiary 
thereof, with appropriate adjustments (in accordance with the applicable 
provisions of the Internal Revenue Code) as to the number and kind of shares 
and price per share, in which event the Plan and the Options previously 
granted or new Options substituted therefor shall continue in the manner and 
under the terms as provided.

	(c)	Reorganization-Termination of the Plan.  In the event of a 
dissolution, liquidation, reorganization, merger, consolidation, transfer of 
assets or transfer of shares, as provided in Section 9(b) above, and if 
provision is not made in such transaction for the continuance of the Plan and 
for the assumption of Options previously granted or the substitution of new 
Options covering the shares of a successor employer corporation or a parent or 
subsidiary thereof, then an Optionee under the Plan shall be entitled to 
written notice prior to the effective date of any such transactions stating 
that rights under his Option must be exercised within thirty (30) days of the 
date of such notice or they will be terminated.

 	Section 10.  General Restrictions.

	(a)  No Option shall be exercisable, in whole or in part, and the 
Company shall not be obligated to sell any Option Shares, if such exercise or 
sale would, in the opinion of the Company, violate the applicable requirements 
of any Federal or state law.  Additionally, no Option shall be exercisable if, 
at any time, the Company shall determine in its discretion that:

	(i)	the listing of the Option Shares is necessary or desirable under 
any securities exchange requirements; or

	(ii)	the qualification of the Option Shares is necessary or desirable 
under any applicable law; or
13
	(iii)	the consent or approval of any governmental regulatory body is 
necessary or desirable as a condition of, or in connection with, 
the issuance of the Option Shares; 

unless such listing, qualification, consent or approval shall have been 
effected or obtained free of any conditions not acceptable to the Company.

	(b)  If any law or regulation of any state or Federal commission or 
agency having jurisdiction shall require the Company or the Optionee to take 
any action with respect to the Option Shares, then the date upon which the 
Company shall deliver or cause to be delivered the certificate or certificates 
for the Option Shares shall be postponed until full compliance shall have been 
made with all such requirements.

		Section 11.  Employment.

	Nothing in this Plan shall be deemed to grant any right of continued 
employment to a participating employee or to limit or waive any rights of the 
Company or its Subsidiary to terminate such employment at any time, with or 
without cause.

	Section 12.  Amendment.

	Subject to the provisions of Sections 5(c) and 7(d) hereof, the Board of 
Directors of the Company shall have the power to amend or revise the terms of 
this Plan or any part thereof without further action of the stockholders; 
provided, however, that no such amendment shall impair any Option or deprive 
any Optionee of shares that may have been granted to him under the Plan 
without his consent; and provided, further, that no such amendment shall, 
without stockholder approval:

	(a)	increase the aggregate number of the Reserved Shares for the 
purpose of the Plan;

	(b)	change the class of individuals eligible to receive Options under 
the Plan;

	(c)	extend the maximum period during which any Option may be granted 
or exercised;

	(d)	reduce the Option price per share under any Option below fair 
market value; or 

	(e)	extend the term of the Plan.

	Section 13.  Effective Date and Termination of Plan.

	(a)	The effective date of the Plan shall be the Plan Adoption Date; 
provided, however, in the event that the Plan is not approved by the voting 
stockholders of the Company on or before December 31, 1996, the Plan and all 
Options granted and to be granted hereunder shall be null and void and the 
Company shall have no obligation of any nature whatsoever to any employee or 
other person arising out of the Plan or any options granted or to be granted 
hereunder.

	(b)	The Board of Directors of the Company may terminate the Plan at 
any time with respect to any shares that are not subject to Options.  Unless 
terminated earlier by the Board of Directors, the Plan shall terminate on 
September 19,  2005, and no Options shall be granted under this Plan after it 
has been terminated.  Termination of this Plan shall not affect the right and 
obligation of any Optionee with respect to Options granted prior to termina-
tion.

	Section 14.  Withholding Taxes.

	Whenever under the Plan shares are to be issued in satisfaction of 
Options granted hereunder, the Company shall have the right to require the 
recipient to make arrangements to remit to the Company an amount sufficient to 
satisfy federal, state and local withholding tax requirements, if any, prior 
to or following the delivery of any certificate or certificates for such 
shares.

	Section 15.  Qualification.

	This Plan is adopted pursuant to, and is intended to comply with, the 
applicable provisions of the Internal Revenue Code and the regulations
14
thereunder.  Incentive Stock Options granted pursuant to this Plan are 
intended to be "incentive stock options" as that term is defined in Section 
422 of the Internal Revenue Code and the regulations thereunder.  In the event 
this Plan or any Incentive Stock Option granted pursuant to this Plan is in 
any way inconsistent with the applicable legal requirements of the Internal 
Revenue Code or any regulation thereunder, this Plan and any Incentive Stock 
Option granted pursuant to this Plan shall be deemed automatically amended as 
of the date hereof to conform to such legal requirements, if such conformity 
can be achieved by amendment.

	Section 16.    Notice to Company of Disqualifying Disposition.

	Each Employee who receives an Incentive Stock Option must agree to 
notify the Company in writing immediately after the Employee makes a 
disqualifying disposition of any Common Stock acquired pursuant to the 
exercise of an Incentive Stock Option.  For purposes of this Plan, a 
"disqualifying disposition" is any disposition (including any sale) of such 
Common Stock before the later of (i) two years after the date the Employee was 
granted the Incentive Stock Option, or (ii) one year after the date the 
Employee acquired Common Stock by exercising the Incentive Stock Option.
15
                              Exhibit 4.2a

                 EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT

	THIS AGREEMENT, made as of the _______ day of ______________, 1996 by 
and between Able Telcom Holding Corp., a Florida corporation (together with 
its subsidiaries, the "Company"), and ______________________________ (the 
"Optionee").

                         W I T N E S S E T H:

	WHEREAS, the Company has established and adopted its 1995 Stock Option 
Plan (the "Plan"), pursuant to which it may grant options to purchase shares 
of its common stock, $.001 par value per share (the "Common Stock") to its 
employees;

	WHEREAS, Optionee is an employee of the Company and has been granted 
options to purchase shares of Common Stock; and

	WHEREAS, Optionee and the Company desire to establish the terms and 
conditions of such options in this Agreement;

	NOW, THEREFORE, in consideration of the mutual covenants set forth 
herein, and other good and valuable consideration, the receipt and adequacy of 
which is hereby acknowledged, the parties agree as follows:

	1.	Grant of Option.  Subject to and upon the terms and conditions set 
forth in this Agreement, the Company hereby grants to Optionee an Incentive 
Stock Option (sometimes hereinafter referred to as "Option") to purchase 
_________ shares (the "Option Shares") during the specified term of this 
Option, at a price equal to ________________________________________ Dollars 
($________) per share, which price is equal to the current market value per 
share.  This Option is granted pursuant to the terms and conditions of the 
Plan, all of which terms and conditions are hereby incorporated by reference 
into this Agreement.

	2.	Specified Term; Time of Exercise.  This Option shall vest and 
shall be exercisable, subject to the provisions of Section 7 hereof, during 
the period commencing on ________________________ and ending on 
_____________________.  While exercisable, Optionee may exercise all or any 
portion of this Option.  

	3.	Transferability of Option.  This Option shall not be transferable 
by the Optionee other than at death, and this Option is exercisable during the 
Optionee's lifetime only by the Optionee.

	4.	Termination of Employment.  If Optionee ceases to be employed by 
the Company ( or any of its subsidiaries) for any reason, other than death or 
permanent and total disability, then all rights with respect to any then 
exercisable Option Shares shall terminate after the expiration of a period of 
ninety (90) days from the date of termination.  If Optionee's employment is 
terminated as a result of death or "permanent and total disability" (as 
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended), 
then all Option Shares which would have otherwise vested and become 
exercisable in the one (1) year period following such event shall continue to 
so vest and become exercisable as so scheduled and, together with any 
previously exercisable Option Shares, shall be exercisable for the lesser of: 
 (i) the remaining term of the Option or (ii) one (1) year from the date of 
termination of Optionee's employment as a result of death or "permanent and 
total disability".

	5.	Adjustment in the Event of Change in Capital Structure, 
Reorganization, Anti-Dilution or Accounting Changes.  In the event of a change
16
in the corporate structure or shares of the Company, subject to any required 
action by the shareholders, the Company shall make such equitable adjustments 
with respect to dilution or accretion as it may deem appropriate in the 
number, kind and in the exercise price of the unexercised Option Shares 
granted by this Agreement.  For purposes of this section, a change in the 
corporate structure or shares of the Company shall include, but is not limited 
to, changes resulting from a recapitalization, stock split, reverse split, 
consolidation, rights offering, stock dividend, reorganization or liquidation. 
 This Agreement shall not in any way affect the right of the Company to make 
changes in its capital structure including, without limitation, the issuance 
of any additional shares of any class of its capital stock, or to merge or 
dissolve, liquidate or sell all or any part of its business or assets.  In no 
event shall Optionee be entitled to any adjustments as a result of the 
issuance of any additional shares of any class of the Company's capital stock 
where the consideration received by the Company is equal to or greater than 
the fair market value of such shares, as reasonably determined by the Board of 
Directors of the Company.

	6.	Privilege of Stock Ownership.  Optionee shall not be deemed to be 
the holder of, or to have any of the rights of a holder with respect to, any 
Option Shares unless and until the Option shall have been exercised pursuant 
to the terms hereof, the Company shall have issued and delivered the shares to 
Optionee, and Optionee's name shall have been entered as a stockholder of 
record on the books of the Company.  Thereupon, Optionee shall have full 
voting and other ownership rights with respect to such shares.

	7.	Manner of Exercising Option.

		A.	This Option may be exercised only as to whole shares and 
only by written notice signed by Optionee (or in the case of exercise after 
Optionee's death or disability, by Optionee's legal representative, executor, 
administrator, heir or legatee, as the case may be) and mailed or delivered to 
the President or Secretary of the Company at its principal office, which 
notice shall: (i) specify the number of Option Shares with respect to which 
the Option is being exercised; (ii) be accompanied by payment in full in cash; 
(iii) if the shares of Common Stock issuable upon exercise of the Option are 
not then covered by a current registration statement of the Company under the 
Securities Act of 1933, as amended (the "Securities Act"), include a statement 
to the effect that Optionee, or other person exercising the Option, is 
purchasing the Option Shares for investment and not with a view to, or for 
sale in, any distribution thereof; and (iv) if the Option is being exercised 
by a person or persons other than Optionee, be accompanied by proof 
satisfactory to the Company and its counsel, that such person or persons have 
the right to exercise the Option.  Prior to the issuance of the Option Shares 
hereunder, Optionee shall execute and deliver to the Company such other 
representations in writing as may be reasonable requested by the Company in 
order for it to comply with the applicable requirements of Federal and state 
securities laws.

		B.	This Option shall be deemed to have been exercised with 
respect to the Option Shares specified in said notice at the time of receipt 
by the Company of:  (i) the notice specified in Section 7(A) hereof; (ii) any 
representations reasonable required by the Company pursuant to Section 7(A) 
hereof; and (iii) the payment required in Section 7(A) hereof.

		C.	Unless the shares of Common Stock issuable upon exercise of 
the Option are covered by a then current registration statement of the Company 
under the Securities Act, the certificates representing the Option Shares 
issued or to be issued hereunder shall be stamped or otherwise imprinted with 
legends substantially in the following form:

	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
	REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 
	OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN
17
	ACQUIRED FOR AN INVESTMENT AND MAY NOT BE SOLD, TRANS-
	FERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN 
	EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER 
	THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF 
	COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT
	REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.

	8.	Securities Law Requirements.

		A. 	No Option granted hereunder shall be exercisable, in whole 
or in part, and the Company shall not be obligated to sell any Option Shares 
if such exercise and sale would, in the opinion of counsel for the Company, 
violate the applicable requirements of Federal or state securities laws.  Each 
Option shall be subject to the further requirement that, if at any time the 
Company shall determine in its discretion that the listing or qualification of 
the Option Shares under any securities exchange  requirements or under any 
applicable law, or the consent or approval of any governmental regulatory 
body, is necessary or desirable as a condition of, or in connection with, the 
issuance of the Option Shares, such Option may not be exercised in whole or in 
part unless such listing, qualification, consent or approval shall have been 
effected or obtained free of any conditions not acceptable to the Company.

		B.	If any law or regulation of any state or Federal commission 
or agency having jurisdiction shall require the Company or the Optionee to 
take any action with respect to the Option Shares, then the date upon which 
the Company shall deliver or cause to be delivered the certificate or 
certificates for the Option Shares shall be postponed until full compliance 
shall have been made with all such requirements.

	9.	Employment.  Nothing contained in this Agreement shall be deemed 
to grant any right of continued employment to a participating employee or to 
limit or waive any rights of the Company or any subsidiary of the Company to 
terminate such employment at any time, with or without cause.

	10.	Amendments.  The provision of this Agreement may not be amended, 
supplemented, waived or changed orally, except by a writing signed by the 
party as to whom enforcement of any such amendment, supplement, waiver or 
modification is sought and making specific reference to this Agreement.

	11.	Assignments.  This Agreement may no be assigned by the Optionee.

	12.	Further Assistance.  The parties hereby agree from time to time to 
execute and deliver such further and other transfers, assignments and 
documents and do all matters and things which may be convenient or necessary 
to more effectively and completely carry out the intentions of this Agreement.

	13. 	Binding Effect.  All of the terms and provisions of this 
Agreement, whether so expressed or not, shall be binding upon, inure to the 
benefit of, and be enforceable by the parties and their respective 
administrators, executors, legal representatives, heirs, successors and 
permitted assigns.

	14.	Governing Law.  This Agreement and all transactions contemplated 
by this Agreement shall be governed by, and construed and enforced in 
accordance with, the internal laws of the State of Florida without regard to 
principles of conflicts of laws.

	15.	Entire Agreement.  This Agreement represents the entire 
understanding and agreement among the parties with respect to the subject 
matter hereof, and supersedes all other negotiations, understandings and 
representations (if any) made by and among such parties.
18
	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of 
the date first above written.

                               ABLE TELCOM HOLDING CORP.

                               By: 
                               _______________________________________
                               Its:   President

                               OPTIONEE

                               __________________________________________
19
                             EXHIBIT 4.2b

             DIRECTORS NONQUALIFIED STOCK OPTION AGREEMENT

	THIS AGREEMENT, made as of the _____day of _________, 1995 by and 
between Able Telcom Holding Corp., a Florida corporation (together with its 
subsidiaries, the "Company"), and _____________________________ (the 
"Optionee").

                       W I T N E S S E T H:

WHEREAS, the Company has established and adopted its 1995 Stock Option 
Plan (the "Plan"), pursuant to which it may grant options to purchase shares 
of its common stock, $.001 par value per share (the "Common Stock"), to its 
employees;

	WHEREAS, Optionee is a director of the Company and has been granted 
options to purchase share of Common Stock; and 

	WHEREAS, Optionee and the Company desire to establish the terms and 
conditions of such options in this Agreement;

	NOW, THEREFORE, in consideration of the mutual covenants set forth 
herein, and other good and valuable consideration, the receipt and adequacy of 
which is hereby acknowledged, the parties hereto agree as follows:

1.	Grant of Option.  Subject to and upon the terms and conditions set 
forth in this Agreement, the Company hereby grants to Optionee a Nonqualified 
Stock Option (sometimes hereinafter referred to as "Option") to 
purchase_________________ (________) shares (the "Option Shares") during the 
specified term of this Option, at a price equal to _________________ 
($_______) per share, which price is equal to the current market value per 
share.  This Option is granted pursuant to the terms and conditions of the 
Plan, all of which terms and conditions are hereby incorporated by reference 
into this Agreement.

2.	Specified Term;  Time of Exercise.  This Option shall vest and 
shall be exercisable, subject to the provisions of Section 7 hereof, during 
the period commencing on ___________, _____ and ending on ____________, 
________.  While exercisable, Optionee may exercise all or any portion of this 
Option.

3.	Transferability of Option.  This Option shall not be transferable 
by the Optionee other than at death, and this Option is exercisable during the 
Optionee's lifetime only by the Optionee.

4.	Termination of Service.  If Optionee ceases to serve as a director 
of the Company for any reason, then all rights with respect to any then 
exercisable Option Shares shall terminate after the expiration of a period of 
ninety (90) days from the date of termination.

5.	Adjustment in the Event of Change in Capital Structure, 
Reorganization, Anti-Dilution or Accounting Changes.  In the event of a change 
in the corporate structure or shares of the Company, subject to any required 
action by the shareholders, the Company shall make such equitable adjustments 
with respect to dilution or accretion as it may deem appropriate in the number,
kind and in the exercise price of the unexercised Option Shares granted by this 
Agreement.  For purposes of this section, a change in the corporate structure or
shares of the Company shall include, but is not limited to, changes resulting 
from a recapitalization, stock split, reverse split, consolidation, rights 
offering, stock dividend, reorganization or liquidation.  This Agreement shall
not in any way affect the right of the Company to make changes in its capital
20
structure including, without limitation, the issuance of any additional shares 
of any class of its capital stock, or to merge or dissolve, liquidate or sell 
all or any part of its business or assets.  In no event shall Optionee be 
entitled to any adjustments as a result of the issuance of any additional 
shares of any class of the Company's capital stock where the consideration 
received by the Company is equal to or greater than the fair market value of 
such shares, as reasonably determined by the Board of Directors of the 
Company.

6.	Privilege of Stock Ownership.  Optionee shall not be deemed to be 
the holder of, or to have any of the rights of a holder with respect to, any 
Option Shares unless and until the Option shall have been exercised pursuant 
to the terms hereof, the Company shall have issued and delivered the shares to 
Optionee, and Optionee's name shall have been entered as a stockholder of 
record on the books of the Company.  Thereupon, Optionee shall have full 
voting and other ownership rights with respect to such shares.

7.	Manner of Exercising Option.

		A.	This Option may be exercised only as to whole shares and 
only by written notice signed by Optionee (or in the case of exercise after 
Optionee's death or disability, by Optionee's legal representative, executor, 
administrator, heir or legatee, as the case may be) and mailed or delivered to 
the President or Secretary of the Company at its principal office, which 
notice shall:  (i) specify the number of Option Shares with respect to which 
the Option is being exercised; (ii) be accompanied by payment in full in cash; 
(iii) if the shares of Common Stock issuable upon exercise of the Option are 
not then covered by a current registration statement of the Company on file 
with the Securities and Exchange Commission ("Commission"), include a 
statement to the effect that Optionee, or other person exercising the Option, 
is purchasing the Option Shares for investment and not with a view to, or for 
sale in, any distribution thereof; any (iv) if the Option is being exercised 
by a person or persons other than Optionee, be accompanied by proof 
satisfactory to the Company and its counsel, that such person or persons have 
the right to exercise the Option.  Prior to the issuance of the Option Shares 
hereunder, Optionee shall execute and deliver to the Company such other 
representations in writing as may be reasonably requested by the Company in 
order for it to comply with the applicable requirements of Federal and state 
securities laws.

B.	This Option shall be deemed to have been exercised with respect to 
the Option Shares specified in said notice at the time of receipt by the 
Company of:  (i) the notice specified in Section 7(A) hereof;  (ii) any 
representations reasonably required by the Company pursuant to Section 7(A) 
hereof;  and (iii) the payment required in Section 7(A) hereof.

	C.	Unless the shares of Common Stock issuable upon exercise of the 
Option are covered by a then current registration statement of the Company on 
file with the Commission, the certificates representing the Option Shares 
issued or to be issued hereunder shall be stamped or otherwise imprinted with 
legends substantially in the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE 
SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR AN 
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR 
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT 
FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 
AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT 
REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.
21
	8.	Securities Law Requirements.  

		A.	No Option granted hereunder shall be exercisable, in whole 
or in part, and the Company shall not be obligated to sell any Option Shares 
if such exercise and sale would, in the opinion of counsel for the Company, 
violate the applicable requirements of Federal or state securities laws.  Each 
Option shall be subject to the further requirement that, if at any time the 
Company shall determine in its discretion that the listing or qualification of 
the Option Shares under any securities exchange requirements or under any 
applicable law, or the consent or approval of any governmental regulatory 
body, is necessary or desirable as a condition of, or in connection with, the 
issuance of the Option Shares, such Option may not be exercised in whole or in 
part unless such listing, qualification, consent or approval shall have been 
effected or obtained free of any conditions not acceptable to the Company.

		B.	If any law or regulation of any state or Federal commission 
or agency having jurisdiction shall require the Company or the Optionee to 
take any action with respect to the Option Shares, then the date upon which 
the Company shall deliver or cause to be delivered, the certificate or 
certificates for the Option Shares shall be postponed until full compliance 
shall have been made with all such requirements.

	9.	Amendments.  The provisions of this Agreement may not be amended, 
supplemented, waived or changed orally, except by a writing signed by the 
party as to whom enforcement of any such amendment, supplement, waiver, or 
modification is sought and making specific reference to this Agreement.

	10.	Assignments.  This Agreement may not be assigned by the Optionee.

	11.	Further Assurances.  The parties hereby agree from time to time to 
execute and deliver such further and other transfers, assignments and 
documents and do all matters and things which may be convenient or necessary 
to more effectively and completely carry out the intentions of this Agreement.

	12.	Binding Effect.  All of the terms and provisions of this 
Agreement, whether so expressed or not, shall be binding upon, inure to the 
benefit of, and be enforceable by the parties and their respective 
administrators, executors, legal representatives, heirs, successors and 
permitted assigns.

	13.	Governing Law.  This Agreement and all transactions contemplated 
by this Agreement shall be governed by, and construed and enforced in 
accordance with, the internal laws of the State of Florida without regard to 
principles of conflicts of laws.

	14.	Entire Agreement.  This Agreement represents the entire 
understanding and agreement among the parties with respect to the subject 
matter hereof, and supersedes all other negotiations, understandings and 
representations (if any) made by and among such parties.

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of 
the date first above written.

WITNESSES:						                  ABLE TELCOM HOLDING CORP.

______________________________	  	By:_______________________________________
						     Its: President
_______________________________
                                		OPTIONEE
_______________________________		    _______________________________________
_______________________________
22

                                Exhibit 4.3

                               STOCK OPTION

THIS AGREEMENT dated below is entered into between Able Telcom Holding 
Corp., a Florida corporation ("Company") and William J. Mercurio ("Optionee") 
pursuant to the terms and conditions of Optionees employment agreement dated 
June 30, 1995 ("the Employment Agreement"), all of which terms and conditions 
are hereby incorporated by reference into this agreement.

	WHEREAS the Board of Directors of the Company has determined that it is 
to the advantage and interest of the Company and its shareholders to grant the 
option provided for herein to Optionee for good, sufficient and adequate 
consideration as further specified in the resolution of the Board of Directors 
adopted this date.
	
	NOW, THEREFORE, in consideration of the mutual covenants contained 
herein, the parties to it agree as follows:

	1.	GRANT OF OPTION.  The Company hereby grants to Optionee the right 
and option to purchase from it, on the terms and conditions following, an 
aggregate of 100,000 shares of the authorized, issued, and outstanding Common 
Stock, $.001 par value, of the Company ("Stock").  The purchase price shall be 
four dollars and eighty-three cents ($4.83) per share, (i.e., ninety percent 
(90%) of the market price on June 30, 1995.)

	2.	METHOD OF EXERCISE.  The Option shall vest and be exercised during 
the period commencing on June 30, 1995 as follows: fifty percent (50%) at the 
end of year one, twenty five percent (25%) at the end of year two and twenty 
five percent (25%) at the end of year three.  The option granted under this 
Agreement shall be exercisable by the payment in cash to the Company of the 
entire purchase price of the stock and appropriate income taxes which the 
Optionee elects to purchase.

	3.	TERMINATION OF OPTION.  The option and all rights granted by this 
Agreement, to the extent those rights have not been exercised, will be in 
effect for a ten year period from the date of the Employment Agreement.

	4.	REGISTRATION OF OPTION.  The option and the common shares to which 
Optionee is entitled by virtue thereof shall be registered by the Company in 
connection with the filing of a Form S-8 registration statement, the timing of 
which shall be determined by Optionee.

	5.	INVESTMENT REPRESENTATION.  By accepting this option, the Optionee 
acknowledges for himself, his heirs, and legates that any and all shares 
purchased under this Agreement shall be acquired for investment and not for 
distribution, and upon the transfer of any or all of the shares subject to the 
option granted hereunder, the Optionee, or his heirs or legatees receiving 
such shares, shall deliver to the Company a representation in writing that 
such shares are being acquired in good faith, for investment purposes and not 
for public distribution.  Optionee agrees that an appropriate restrictive 
legend may be placed upon any stock certificate issued pursuant hereto.

	6.	RECLASSIFICATION, CONSOLIDATION, OR MERGER.  In the event of any 
change in stock of the Company, subject to the option granted hereunder, 
through merger, consolidation,
23
reorganization, recapitalization, stock split, stock dividend, or other change 
in the corporate structure, appropriate adjustment shall be made by the 
Company in number of shares subject to such option and the price per share.

	7.	RIGHT OF SHAREHOLDER.  Neither the Optionee nor his executors 
administrators, heirs, or legatees, shall be or have any rights or privileges 
of a shareholder of the Company in respect of the shares transferable upon 
exercise of the option granted under this Agreement, unless and until 
certificates representing such shares shall have been endorsed, transferred, 
and delivered and the transferee has caused his name to be entered as the 
shareholder of record on the books of the Company.

	8.	BINDING EFFECT.  This Agreement shall be binding upon and inure to 
the benefit of the parties, their heirs, successors and assigns.

		IN WITNESS WHEREOF the Company has caused these presents to be 
executed in its behalf by its Chairman, to be sealed by its corporate seal, 
and attested by its Secretary, and the Optionee has hereunto set his hand this 
30th day of June, 1995, which is the time of the granting of the option 
hereunder.

                               						Able Telcom Holding Corp.,
Corporate Seal				                  	a Florida corporation

Attest						                         By:/s/ Clark Barlow
                                        -----------------------
                                  						Clark Barlow
                                  						Chairman of the Board
/s/ Daniel L. Osborne
- ---------------------
Daniel L. Osborne
Secretary 					                      OPTIONEE:

                               						/s/ William J. Mercurio
                                     ------------------------                 
                                     William J. Mercurio
24

                           Exhibit 4.4

                          STOCK OPTION

	THIS AGREEMENT dated below is entered into between Able Telcom Holding 
Corp., a Florida corporation ("Company") and Daniel L. Osborne ("Optionee").

	WHEREAS the Board of Directors of the Company has determined that it is 
to the advantage and interest of the Company and its shareholders to grant the 
option provided for herein to Optionee for good, sufficient and adequate 
consideration as further specified in the resolution of the Board of Directors 
adopted this date.
	
	NOW, THEREFORE, in consideration of the mutual covenants contained 
herein, the parties to it agree as follows:

	1.	GRANT OF OPTION.  The Company hereby grants to Optionee the right 
and option to purchase form it, on the terms and conditions following, all or 
any part of an aggregate of 100,000 shares of the authorized, issued, and 
outstanding Common Stock, $.001 par value, of the Company ("Stock").  The 
purchase price shall be fifty cents($.50) per share.

	2.	METHOD OF EXERCISE.  The Optionee may elect to exercise the option 
in whole or in part, on 7 days written notice to the Company,  at any time and 
from time to time during the term of the option.  The option granted under 
this Agreement shall be exercisable by the payment in cash to the Company of 
the entire purchase price of the stock which the Optionee elects to purchase.

	3.	TERMINATION OF OPTION.  The option and all rights granted by this 
Agreement, to the extent those rights have not been exercised, will be in 
effect for so long as Optionee is employed by Company and for a period of 
ninety (90) days thereafter.

	4.	REGISTRATION OF OPTION.  The option and the common shares to which 
Optionee is entitled by virtue thereof shall be registered by the Company in 
conjunction with the Company's Form S-1 registration statement which 
management of the Company anticipates will be filed with the Securities and 
Exchange Commission in late June 1993.

	5.	INVESTMENT REPRESENTATION.  By accepting this option, the Optionee 
acknowledges for himself, his heirs, and legates that any and all shares 
purchased under this Agreement shall be acquired for investment and not for 
distribution, and upon the transfer of any or all of the shares subject to the 
option granted hereunder, the Optionee, or his heirs or legatees receiving 
such shares, shall deliver to the Company a representation in writing that 
such shares are being acquired in good faith, for investment purposes and not 
for public distribution.  Optionee agrees that an appropriate restrictive 
legend may be placed upon any stock certificate issued pursuant hereto.

	6.	RECLASSIFICATION, CONSOLIDATION, OR MERGER.  In the event of any 
change in stock of the Company, subject to the option granted hereunder, 
through merger, consolidation, reorganization, recapitalization, stock split, 
stock dividend, or other change in the corporate structure, appropriate 
adjustment shall be made by the Company in number of shares subject to such 
option and the price per share.

	7.	RIGHT OF SHAREHOLDER.  Neither the Optionee nor his executors 
administrators, heirs, or legatees, shall be or have any rights or privileges 
of a shareholder of the Company in respect of the shares transferable upon 
exercise of the option granted under this Agreement, unless and until
25
certificates representing such shares shall have been endorsed, transferred, 
and delivered and the transferee has caused his name to be entered as the 
shareholder of record on the books of the Company.

	8.	BINDING EFFECT.  This Agreement shall be binding upon and inure to 
the benefit of the parties, their heirs, successors and assigns.

		IN WITNESS WHEREOF the Company has caused these presents to be 
executed in its behalf by its President, to be sealed by its corporate seal, 
and attested by its Secretary, and the Optionee has hereunto set his hand this 
14th day of January, 1993, which is the time of the granting of the option 
hereunder.

                               							Able Telcom Holding Corp.,
Corporate Seal						                  a Florida corporation

Attest							                         By:/s/   Billy B. Caudill
                                         -------------------------
                               							Billy B. Caudill, President

/s/ Gideon Taylor
- -----------------------
Gideon Taylor,
Chairman of the Board					            OPTIONEE:

                               							/s/ Daniel L. Osborne
                                      ----------------------------
                               							Daniel L. Osborne
26
                              Exhibit 4.5

                             STOCK OPTION

THIS AGREEMENT dated below is entered into between Able Telcom Holding 
Corp., a Florida corporation ("Company") and Frazier L. Gaines ("Optionee").

	WHEREAS the Board of Directors of the Company has determined that it is 
to the advantage and interest of the Company and its shareholders to grant the 
option provided for herein to Optionee for good, sufficient and adequate 
consideration as further specified in the resolution of the Board of Directors 
adopted this date.
	
	NOW, THEREFORE, in consideration of the mutual covenants contained 
herein, the parties to it agree as follows:

	1.	GRANT OF OPTION.  The Company hereby grants to Optionee the right 
and option to purchase form it, on the terms and conditions following, all or 
any part of an aggregate of 260,000 shares of the authorized, issued, and 
outstanding Common Stock, $.001 par value, of the Company ("Stock").  The 
purchase price shall be five cents($.05) per share.

	2.	METHOD OF EXERCISE.  The Optionee may elect to exercise the option 
in whole or in part, on 7 days written notice to the Company,  at any time and 
from time to time during the term of the option.  The option granted under 
this Agreement shall be exercisable by the payment in cash to the Company of 
the entire purchase price of the stock which the Optionee elects to purchase.

	3.	TERMINATION OF OPTION.  The option and all rights granted by this 
Agreement, to the extent those rights have not been exercised, will be in 
effect for so long as Optionee is employed by Company and for a five year 
period from the date of this option.

	4.	REGISTRATION OF OPTION.  The option and the common shares to which 
Optionee is entitled by virtue thereof shall be registered by the Company in 
conjunction with the Company's Form S-1 registration statement which 
management of the Company anticipates will be filed with the Securities and 
Exchange Commission in late June 1993.

	5.	INVESTMENT REPRESENTATION.  By accepting this option, the Optionee 
acknowledges for himself, his heirs, and legates that any and all shares 
purchased under this Agreement shall be acquired for investment and not for 
distribution, and upon the transfer of any or all of the shares subject to the 
option granted hereunder, the Optionee, or his heirs or legatees receiving 
such shares, shall deliver to the Company a representation in writing that 
such shares are being acquired in good faith, for investment purposes and not 
for public distribution.  Optionee agrees that an appropriate restrictive 
legend may be placed upon any stock certificate issued pursuant hereto.

	6.	RECLASSIFICATION, CONSOLIDATION, OR MERGER.  In the event of any 
change in stock of the Company, subject to the option granted hereunder, 
through merger, consolidation, reorganization, recapitalization, stock split, 
stock dividend, or other change in the corporate structure, appropriate 
adjustment shall be made by the Company in number of shares subject to such 
option and the price per share.

	7.	RIGHT OF SHAREHOLDER.  Neither the Optionee nor his executors 
administrators, heirs, or legatees, shall be or have any rights or privileges 
of a shareholder of the Company in respect of the shares transferable upon
27
exercise of the option granted under this Agreement, unless and until 
certificates representing such shares shall have been endorsed, transferred, 
and delivered and the transferee has caused his name to be entered as the 
shareholder of record on the books of the Company.

	8.	BINDING EFFECT.  This Agreement shall be binding upon and inure to 
the benefit of the parties, their heirs, successors and assigns.

	IN WITNESS WHEREOF the Company has caused these presents to be executed 
in its behalf by its President, to be sealed by its corporate seal, and 
attested by its Secretary, and the Optionee has hereunto set his hand this 
14th day of September, 1992, which is the time of the granting of the option 
hereunder.

                                 							Able Telcom Holding Corp.,
Corporate Seal		                    				a Florida corporation

Attest			                           				By:/s/ Billy B. Caudill
                                           ----------------------------
                                    							Billy B. Caudill, President

/s/ Gideon Taylor
- -------------------------
Gideon Taylor,
Chairman of the Board					              OPTIONEE:

                                							/s/ Frazier L. Gaines
                                       --------------------------------
                                							Frazier L. Gaines
28
                             Exhibit 4.6

                            STOCK OPTION

	THIS AGREEMENT, made as of the 30th day of June, 1996, by and between 
Able Telcom Holding Corp., a Florida corporation (together with its 
subsidiaries, the "Company"), and Gaston Moons, (the "Optionee").

                        W I T N E S S E T H:

	WHEREAS, the Board of Directors of the company has determined that it is 
to the advantage and interest of the Company and its shareholders to grant the 
option provided for herein to Optionee for good, sufficient and adequate 
consideration.

	WHEREAS, Optionee is an employee of the Company and has been granted 
options to purchase shares of Common Stock; 

	WHEREAS, Optionee and the Company desire to establish the terms and 
conditions of such options in this Agreement;

	NOW, THEREFORE, in consideration of the mutual covenants set forth 
herein, and other good and valuable consideration, the receipt and adequacy of 
which is hereby acknowledged, the parties hereto agree as follows:

1.	Grant of Option.  Subject to and upon the terms and conditions set 
forth in this Agreement, the Company hereby grants to Optionee the right and 
option to purchase 40,000 shares during the specified term of this Option, at 
a price equal to Six and 44/100 Dollars ($6.44) per share, which price is 
equal to the current market value per share.

2.	Specified Term; Time of Exercise.  This Option shall vest and 
shall be exercisable immediately upon grant.

3.	Transferability of Option.  This Option shall not be transferable 
by the Optionee other than at death, and this Option is exercisable during the 
Optionee's lifetime only by the Optionee.

4.	Termination of Employment.  If Optionee ceases to be employed by 
the Company (or any of its subsidiaries) for any reason, other than death or 
permanent and total disability, then all rights with respect to any then 
exercisable Option shares shall terminate after the expiration of a period of 
ninety (90) days from the date of termination.  If Optionee's employment is 
terminated as a result of death or "permanent and total disability" (as 
defined in Section 22(e)(3) of the Internal Code of 1986, as amended), then 
all Option Shares which would have otherwise vested and become exercisable
29
one (1) year from the date of termination of Optionee's employment as a result 
of death or "permanent and total disability".

5.	Adjustment in the Event of Change in Capital Structure, 
Reorganization, Anti-Dilution or Accounting Changes.  In the event of a change 
in the corporate structure or shares of the Company, subject to any required 
action by the shareholders, the Company shall make such equitable adjustments 
with respect to dilution or accretion as it may deem appropriate in the 
number, kind and in the exercise price of the unexercised Option Shares 
granted by this Agreement.  For purposes of this section, a change in the 
corporate structure or shares of the Company shall include, but is not limited 
to, changes resulting from a recapitalization, stock split, reverse split, 
consolidation, rights offering , stock dividend, reorganization or 
liquidation.  This Agreement shall not in any way affect the right of the 
Company to make changes in its capital structure including, without 
limitation, the issuance of any additional shares of any class of its capital 
stock, or to merge or dissolve, liquidate or sell all or any part of its 
business or assets.  In the event shall Optionee be entitled to any 
adjustments as a result of the issuance of any additional shares of any class 
of the Company's capital stock where the consideration received by the Company 
is equal to or greater than the fair market value of such shares, as 
reasonably determined by the Board of Directors of the Company.

6.	Privilege of Stock Ownership.  Optionee shall not be deemed to be 
the holder of, or to have any of the rights of a holder with respect to, any 
Option Shares unless and until the Option shall have been exercised pursuant 
to the terms hereof, the Company shall have issued and delivered the shares to 
Optionee, and Optionee's name shall have been entered as a stockholder of 
record on the books of the Company.  Thereupon, Optionee shall have full 
voting and other ownership rights with respect to such shares.

7.	Manner of Exercising Option.

		a.	This Option may be exercised only as to whole shares and 
only by written notice signed by Optionee (or in the case of exercise after 
Optionee's death or disability, by Optionee's legal representative, executor, 
administrator, heir or legatee, as the case may be) and mailed or delivered to 
the President or Secretary of the Company at its principal office, which 
notice shall: (i) specify the number of Option Shares with respect to which 
the Option is being exercised; (ii) be accompanied by payment in full in cash; 
(iii) if the shares of Common Stock issuable upon exercise of the Option are 
not then covered by a current registration statement of the Company under the 
Securities Act of 1933, as amended (the "Securities Act"), include a statement 
to the effect that Optionee, or other person exercising the Option, is 
purchasing the Option Shares for investment and not with a view to, or for 
sale in, any distribution thereof; and (iv) if the Option is being exercised 
by a person or persons have the right to exercise the Option.  Prior to the 
issuance of the Option Shares hereunder, Optionee shall execute and deliver to 
the Company such other representations in writing as may be reasonably 
requested by the Company in order for it to comply with the applicable 
requirements of Federal and state securities laws.
	
		b.	This Option shall be deemed to have been exercised with 
respect to the Option Shares specified in said notice at the time of receipt 
by the Company of:  (i) the notice specified in Section 7(A) hereof; (ii) any 
representation reasonably required by the Company pursuant to Section 7(A) 
hereof; and (iii) the payment required in Section 7(A) hereof.

		c.	Unless the shares of Common Stock issuable upon exercise of 
the Option are covered by a then current registration statement of the Company 
under the Securities Act, the certificates representing the Option Shares 
issued or to be issued hereunder shall be stamped or otherwise imprinted with 
legends substantially in the following form:
30

THE SHARES REPRESENTED BY THIS CERIFICATE HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE 
SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR AN 
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR 
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION 
STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED, OR AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE 
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.

	8.	Securities Law Requirement

		a.	No Option granted hereunder shall be exercisable, in whole 
or in part, and the Company shall not be obligated to sell any Option Shares 
if such exercise and sale would, in the opinion of counsel for the Company, 
violate the applicable requirements of Federal or state securities laws.  Each 
Opinion shall be subject to the further requirements that, if at any time the 
Company shall determine in its discretion that the listing or qualification of 
the Option Shares under any securities exchange requirements or under any 
applicable law, or the consent or approval of any governmental regulatory 
body, is necessary or desirable as a condition of, or in connection with, the 
issuance of the Option Shares, such Option may not be exercised in whole or in 
part unless such listing, qualification, consent or approval shall have been 
effected or obtained free of any conditions not acceptable to the Company.

		b.	If any law or regulation of any state or Federal commission 
or agency having jurisdiction shall require the Company or the Optionee to 
take any action with respect to the Option Shares, then the date upon which 
the Company shall deliver or cause to be delivered the certificate for the 
Option Shares shall be postponed until full compliance shall have been made 
with all such requirements.

	9.	Employment.  Nothing contained in this Agreement shall be deemed 
to grant any right of continued employment to a participating employee or to 
limit or waive any rights of the Company or any subsidiary of the Company to 
terminate such employment at any time, with or without cause.

	10.	Amendments.  The provisions of this Agreement may not be amended, 
supplemented, waived or changed orally, except by a writing signed by the 
party as to whom enforcement of any such amendment, supplement, waiver or 
modification is sought and making specific reference to this Agreement.

	11.	Assignments.  This Agreement may not be assigned by the Optionee.

	12.	Further Assurance.  The parties hereby agree from time to time to 
execute and deliver such further and other transfers, assignments and 
documents and do all matters and things which may be convenient or necessary 
to more effectively and completely carry out the intentions of this Agreement.

	13.	Binding Effect.  All of the terms and provisions of this 
Agreement, whether so expressed or not, shall be binding upon, inure to the 
benefit of, and be enforceable by the parties and their respective 
administrators, executors, legal representatives, heirs, successors and 
permitted assigns.

	14.	Governing Law.  This Agreement and all transactions contemplated 
by this Agreement shall be governed by, and construed and enforced in 
accordance with, the internal laws of the State of Florida without regard to 
principles of conflicts of laws.
31
	15.	Entire Agreement.  This Agreement represents the entire 
understanding and agreement among the parties with respect to the subject 
matter hereof, and supersedes all other negotiations, understandings and 
representations (if any) made by and among such parties.

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of 
the date first above written.

                                     ABLE TELCOM HOLDING CORP.
                                     By:  /s/ William J. Mercurio
                                          --------------------------------
                            							       Its: President

                                     OPTIONEE

                                     /s/Gaston Moons
                                     _____________________________________
                              							Gaston Moons
32
                           EXHIBIT 4.7

                 	ABLE TELCOM HOLDING CORPORATION
	
	                    SUBSCRIPTION AGREEMENT
                     ----------------------
	
	ABLE TELCOM HOLDING CORPORATION, a Florida corporation (the "Corporation"), 
and Billy B. Caudill (the "Investor"), hereby agree as follows:

	
	1.	Sale and Purchase of Shares.

		(a)  Subject to the prior approval of the Corporation's Board of 
Directors, the Corporation agrees to issue to the Investor, and the Investor 
agrees to purchase from the Corporation, Five Thousand (5,000) shares (the 
"Shares") of the Corporation's common stock, $.001 par value per share (the 
"Common Stock"), on the terms and conditions set forth in this Subscription 
Agreement (the "Agreement").

		(b)	It is understood that all pertinent documents, records and 
books and other information pertaining to this investment have been made 
available for inspection by the Investor and his attorney and/or accountant and 
that the books and records of the Corporation will be available, upon reasonable
notice, for inspection by the Investor during reasonable business hours at the 
office of the Corporation at 1601 Forum Place, West Palm Beach, Florida 33401.

	2.	Closing for the Shares.

		(a)  The aggregate purchase price for the Shares shall be Five 
Dollars (U.S. $5.00) (the "Purchase Price"), which shall be paid to the 
Corporation by the Investor in the form of a certified or cashier's check drawn 
on a United States bank payable to "ABLE TELCOM HOLDING CORPORATION" or by the 
wire transfer of immediately available funds to a designated account of the 
Corporation, immediately upon notification to the Investor that this transaction
has been approved by the Corporation's Board of Directors.

		(b) As soon as practicable after the receipt of the Purchase Price, 
the Corporation shall issue and deliver to the Investor a certificate 
representing the Shares.

	3.	Certain Representations of the Investor.

		The Investor hereby represents and warrants to the Corporation, its 
officers and directors, the following: 

		(a)	The Investor has read carefully and understands this Agreement 
and has consulted his own attorney or accountant with respect 
to the investment contemplated hereby and its suitability for 
the Investor.

		(b)	The Corporation has made available to the Investor, or his 
designated representatives, during the course of this 
transaction and prior to the purchase of any of the securities 
referred to herein, the opportunity to ask questions of and
33
receive answers from the officers and directors of the 
Corporation concerning the terms and conditions of the 
offering or otherwise relating to the financial data and 
business of the Corporation, to the extent that the 
Corporation or its officers and directors possess such 
information or can acquire it without unreasonable effort or 
expense.  The Corporation has also made available to the 
Investor for inspection, documents, records, books and other 
written information about the Corporation, its business and 
this investment.

		(c)	The Investor understands and represents that:  (i) the 
Investor must bear the economic risk of this investment for an 
indefinite period of time because the Shares have not been 
registered under the Securities Act of 1933, as amended (the 
"1933 Act"), or under any state securities laws and, 
therefore, cannot be resold unless they are subsequently 
registered under the 1933 Act and the pertinent state 
securities laws or unless an exemption from such registration 
is available; (ii) the Investor is purchasing the Shares for 
investment for the account of the Investor, not for the 
account of any other person, and not with any present view 
toward resale or other "distribution" thereof within the 
meaning of the 1933 Act; and (iii) the Investor agrees not to 
resell or otherwise dispose of all or any part of the Shares, 
except as permitted by law, including, without limitation, any 
and all applicable provisions of this Agreement and any 
regulations under the 1933 Act.

		(d)	Investor has such knowledge and experience in financial and 
business matters that he is capable of evaluating the merits 
and risks of an investment in the Shares.  The Investor 
represents, warrants and covenants that the Investor is an 
"Accredited Investor" within the meaning of Rule 501 of the 
1933 Act.  In particular, the Investor qualifies as such 
pursuant to Subsections (a)(5) and (6) of Rule 501, which 
provides that an Accredited Investor shall include:

  			(5)	any natural person whose individual net worth, or joint 
net worth with that person's spouse, at the time of his 
purchase exceeds $1,000,000; and

  	  		(6)	any natural person who had an individual income in 
excess of $200,000 in each of the two most recent years 
or joint income with that person's spouse in excess of 
$300,000 in each of those years and has a reasonable 
expectation of reaching the same income level in the 
current year."

		(e)	The Investor is aware that an investment in the Shares is 
highly speculative and subject to substantial risks.  The 
Investor is capable of bearing the high degree of economic 
risk and burdens of this investment, including the possibility 
of a complete loss of his investment and the lack of a public 
market and limited transferability of the Shares, which may 
make the liquidation of this investment impossible for an 
indefinite period of time.  The financial condition of the
34
Investor is such that he is under no present or contemplated 
future need to dispose of any of the Shares to satisfy any 
existing or contemplated undertaking, need or indebtedness.

		(f)	All of the information that the Investor has set forth or 
represented in this Agreement, with respect to his financial 
position and business and investment experience is correct and 
complete as of the date of this Agreement and, if there should 
be any material change in such information prior to the 
purchase of Shares, the Investor will immediately furnish the 
revised or corrected information to the Corporation.

		(g)	The Investor agrees that he shall be bound by all of the 
terms, conditions, duties and obligations of this Agreement 
insofar as such matters affect the Corporation and/or the 
Investor.

		(h)	The Investor is a resident of the State of Florida.

	4.	Restricted Stock and Legend.

		(a)  The Investor acknowledges that the Shares offered hereunder are 
being offered pursuant to a private placement exemption under the 1933 Act, and 
that the Shares are deemed "restricted securities" as defined in the 1933 Act.  
Until the securities offered hereunder become registered with the Securities and
Exchange Commission, each certificate representing a share of Common Stock shall
bear a legend in substantially the following form:

		THE SHARE(S) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR 
UNDER ANY STATE SECURITIES LAWS, AND THE CORPORATION HAS RELIED UPON AN 
EXEMPTION TO THE REGISTRATION REQUIREMENT UNDER THE ACT FOR THE SALE OF THE 
SHARE(S) REPRESENTED BY THIS CERTIFICATE TO ITS HOLDER.  THEREFORE, THE 
SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED STOCK AND MAY NOT BE 
SOLD OR TRANSFERRED TO ANY THIRD PARTY WITHOUT EITHER BEING REGISTERED 
UNDER THE ACT OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT 
REGISTRATION IS NOT REQUIRED UNDER THE ACT.

		(b)  Prior to any transfer or attempted transfer of any of the 
Shares issued hereunder, or any interest therein, the Investor shall give the 
Corporation written notice of his or its intention to make such transfer, 
describing the manner of the intended transfer and the proposed transferee.  
Promptly after receiving such written notice, the Corporation shall present 
copies thereof to counsel for the Corporation and to any special counsel 
designated by the Investor or by such holder.  If in the opinion of each of such
counsel the proposed transfer may be effected without registration of the Share
under the applicable federal or state securities laws, as promptly as 
practicable, the Corporation shall notify the Investor of such opinions, 
whereupon the Shares proposed to be transferred shall be transferred in 
accordance with the terms of said notice.  The Corporation shall not be require
to effect any such transfer prior to the receipt of such favorable opinion(s); 
provided, however, the Corporation may waive the requirement that
35
Investor obtain an opinion of counsel, in its sole and absolute discretion.  As
a condition to such favorable opinion, counsel for the Corporation may require 
an investment letter to be executed by the proposed transferee.

	5.	Rescission Right for Florida Residents.

		Notwithstanding Section 1 hereof, the Investor, if a Florida 
resident, shall have the right at any time within three (3) days after the 
Investor first tenders the Purchase Price or the date of execution of this 
Agreement, whichever is later, to notify the Corporation, of the Investor's 
intent to cancel this Agreement.  In such event, this Agreement shall be 
cancelled and of no further force or effect, and the Corporation shall promptly 
cause to be refunded to the Investor the Purchase Price paid by Investor for the
Shares, without interest or deduction.  

	6.	Piggyback Registration Rights.  

		(a)	Definitions.  As used in this Section 6, the following terms 
shall have the following respective meanings:

			(i)	"Commission" means the Securities and Exchange 
Commission, or any other Federal agency at the time administering the Securities
Act.

			(ii)	"Exchange Act" means the Securities Exchange Act of 
1934, as amended, or any similar Federal statute, and the rules and regulations 
of the Commission issued under such Act, as they each may, from time to time, be
in effect.

			(iii) "Securities Act" means the Securities Act of 1933, as 
amended, or any similar Federal statute, and the rules and regulations of the 
Commission issued under such Act, as they each may, from time to time, be in 
effect.

			(iv)  "Registration Statement" means a registration statement 
filed by the Corporation with the Commission for a public offering and sale of 
securities of the Corporation (other than any registration statement on Form S-4
or Form S-8, or their successors, or any other form for a limited purpose, or 
any registration statement covering only securities proposed to be issued in 
exchange for securities or assets of another corporation or entity).

			(v)	"Registration Expenses" means the expenses described in Section 6(d).

			(vi)	"Registrable Shares" means the shares of Common Stock 
and any other shares of Common Stock issued or issuable in respect of such 
shares (because of stock splits, stock dividends, reclassification, 
recapitalizations, or similar events, if applicable); provided, however, that 
the shares of Common Stock which are Registrable Shares shall cease to be 
Registrable Shares upon any sale of such shares pursuant to a Registration 
Statement, Section 4(1) of the Securities Act, Rule 144 under the Securities
Act or otherwise.

		(b)  Piggyback Registration.

			(i)  Whenever the Corporation proposes to file a Registration 
Statement and at any time thereafter and from time to time, it will, prior to 
such filing, give written notice to Investor of its intention to do so and, upon
the written request of Investor given within ten (10) days after the Corporation
36
provides such notice (which request shall state the intended method of 
disposition of the Registrable Shares), the Corporation shall use its good faith
efforts to cause all Registrable Shares which the Corporation has been requested
by Investor to register to be registered under the Securities Act to the extent 
necessary to permit their sale or other disposition in accordance with the 
intended methods of distribution specified in the request of Investor; provided 
that the Corporation shall have the right to postpone or withdraw any 
registration effected pursuant to this Section 6(b) without obligation to 
Investor.

			(ii)	 In connection with any offering under this Section 6(b) 
involving an underwriting, the Corporation shall not be required to include any 
Registrable Shares in such underwriting unless Investor accepts the terms of the
underwriting as agreed upon between the Corporation and the underwriters 
selected by it, and then only in such quantity as will not, in the sole 
discretion of the underwriters, jeopardize the success of the offering by the 
Corporation.  If in the sole discretion of the managing underwriter or 
underwriters the registration of all, or part of, the Registrable Shares 
which the Investor has requested to be included would adversely affect such 
public offering, then the Corporation shall be required to include in the 
underwriting only that number of Registrable Shares, if any, which the managing
underwriter believes may be sold without causing such adverse effect.  If the 
number of Registrable Shares to be included in the underwriting in accordance 
with the foregoing is less than the total number of shares which the Investor 
has requested to be included, then, except as described below, the Investor 
shall participate in the underwriting pro rata based upon its total ownership of
Registrable Shares compared to the total number of shares held by others 
pursuant to separate agreements with the Corporation for which registration 
has been requested (or in any other proportion as agreed upon by all holders 
of the Common Stock entitled to registration) and if Investor would thus be 
entitled to include more shares than Investor requested to be registered, the
excess shall be allocated among other requesting holders pro rata 
based upon their total ownership of Registrable Shares; provided, however, the 
Corporation may, in order to close an offering of its securities, grant 
registration rights to others which are entitled to a preference over the rights
granted herein to Investor with respect to inclusion in any underwritten public 
offering; in which case, the rights granted to the Investor hereunder shall be 
subordinate thereto and Investor shall not be entitled to pro rata inclusion in 
any underwritten public offering.  

		(c)	Registration Procedures.  If and when the Corporation is 
required by the provisions of this Agreement to use its good faith efforts to 
effect the registration of any of the Registrable Shares under the Securities 
Act, the Corporation shall:

			(i)  file with the Commission a Registration Statement with 
respect to such Registrable Shares and use its good faith efforts to cause that 
Registration Statement to become and remain effective; 

			(ii)  prepare and file with the Commission any amendments and 
supplements to the Registration Statement and the prospectus included in the 
Registration Statement as may be necessary to keep the Registration Statement 
effective for a period of up to 120 days from the effective date;

			(iii)  furnish to Investor such reasonable numbers of copies 
of the prospectus, including a preliminary prospectus, in conformity with the 
requirements of the
37
Securities Act, and such other documents as the Investor may reasonably request 
in order to facilitate the public sale or other disposition of the Registrable 
Shares owned by the Investor; and

			(iv)  use its good faith efforts to register or qualify the 
Registrable Shares covered by the Registration Statement under the securities or
Blue Sky laws of such states as the Investor shall reasonably request, and do 
any and all other acts and things that may be necessary or desirable to enable
the holders to consummate the public sale or other disposition in such 
jurisdictions of the Registrable Shares owned by the holder; provided, however,
that the Corporation shall not be required in connection with this Section 6(c)
to qualify as a foreign corporation or execute a general consent to service of 
process in any jurisdiction nor register or qualify the securities in any state
which as a condition to such registration or qualification would impose 
restrictions or other conditions on the Corporation or any of its officers,
directors or shareholders (including with respect to any shares held by such 
persons or entities) unless such restrictions or other conditions are approved
by the party adversely affected.

			If the Corporation has delivered preliminary or final 
prospectuses to the Investor and after having done so the prospectus is amended 
to comply with the requirements of the Securities Act, the Corporation shall 
promptly notify the Investor and, if requested, the Investor shall immediately 
cease making offers of Registrable Shares and return all prospectuses to the 
Corporation.  The Corporation shall promptly provide the Investor with revised 
prospectuses to permit the Investor to resume making offers of the Registrable 
Shares.

		(d)	Allocation of Expenses.  The Corporation will pay all 
Registration Expenses of all registrations under this Agreement; provided, 
however, that if a registration is withdrawn at the request of the Investor 
(other than as a result of materially adverse information concerning the 
business or financial condition of the Corporation which is made known to the
Investor after the date on which such registration was requested), the Investor
shall pay the Registration Expenses of such registration pro rata in accordance
with the number of its Registrable Shares included in such registration compared
to the total number of shares of Common Stock held by others pursuant to 
separate agreements with the Corporation for which registration has been 
requested.  For purposes of this Section 6, the term "Registration Expenses" 
shall mean all expenses incurred by the Corporation in complying with this 
Section 6, including, without limitation, all registration and filing fees, 
exchange listing fees, printing expenses, fees and disbursements of counsel for
the Corporation, state Blue Sky fees and expenses, and the expense of any 
special audits incident to or required by any such registration, but excluding 
underwriting discounts and selling commissions attributable to the Registrable 
Shares and the fees and expenses of the Investor's own counsel and accountants,
which shall be borne by Investor.

		(e)	Indemnification.  In the event of any registration of any of 
the Registrable Shares under the Securities Act, pursuant to this Agreement, the
Corporation will indemnify and hold harmless the Investor against any losses, 
claims, damages or liabilities, joint or several, to which Investor may become 
subject under the Securities Act, the Exchange Act, state securities laws or 
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement of any 
material fact contained in any Registration Statement under which such 
Registrable Shares were registered under the Securities Act, any preliminary 
prospectus or final prospectus contained in the Registration Statement, or any 
amendment or supplement to such Registration Statement, or arise out of or are
38
based upon the omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and the Corporation
will reimburse Investor for any legal or any other expenses reasonably incurred
by Investor in connection with investigating and defending any such loss, claim,
damage, liability or action; provided, however, that the Corporation will not be
liable in any such case to the extent that any such loss, claim, damage, 
liability or expense arises out of or is based upon any untrue statement or 
omission made in such Registration Statement, preliminary prospectus or 
prospectus, or any such amendment or supplement, in reliance upon and in 
conformity with information furnished to the Corporation by or on behalf of 
Investor, specifically for use in the preparation thereof, or as a result of the
failure of Investor, or any agent of Investor, to deliver any amendments and 
supplements to any Registration Statement and the prospectus included in any 
such Registration Statement.

		In the event of any registration of any of the Registrable Shares 
under the Securities Act pursuant to this Agreement, Investor will indemnify and
hold harmless the Corporation, each of its directors and officers and each 
underwriter (if any) and each person, if any, who controls the Corporation or 
any such underwriter within the meaning of the Securities Act or the Exchange 
Act, against any losses, claims, damages or liabilities, joint or several, to 
which the Corporation, such directors and officers, underwriter or controlling 
person may become subject under the Securities Act, Exchange Act, state 
securities laws or otherwise, insofar as such losses, claims, damages or 
liabilities (or actions in respect thereof) arise out of or are based upon any 
untrue statement of a material fact contained in any Registration Statement 
under which such Registrable Shares were registered under the Securities Act, 
any preliminary prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or 
arise out of or are based upon any omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading, 
and Investor will reimburse the Corporation, each of its directors and officers,
each underwriter and each controlling person, severally and not jointly, for any
legal or other expenses reasonable incurred by the Corporation, each director 
and officer, each underwriter and each controlling person in connection with 
investigating and defending any such loss, claim, damage, liability or action,
if the statement or omission was made in reliance upon and in conformity with 
information furnished to the Corporation by or on behalf of Investor, 
specifically for use in connection with the preparation of such Registration 
Statement, prospectus, amendment or supplement.

		Each party entitled to indemnification under this Section 6(e) (the 
"Indemnified Party") shall give notice to the party required to provide 
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any 
litigation resulting therefrom; provided, that counsel for the Indemnifying 
Party, who shall conduct the defense of such claim or litigation, shall be 
approved by the Indemnified Party (whose approval shall not be unreasonably 
withheld); and, provided, further, that the failure of any Indemnified Party to 
give notice as provided herein shall not relieve the Indemnifying Party of its 
obligations under this Section 6.  The Indemnified Party may participate in such
defense at such party's expense.  No Indemnifying Party, in the defense of any 
such claim or litigation shall, except with the consent of each Indemnified 
Party, consent to entry of any judgment or enter into any settlement which does 
not include as an unconditional term thereof the giving by the claimant or 
plaintiff to such Indemnified Party of a release from all liability in respect 
of such claim or litigation.

		(f)  Information by Investor.	Investor shall promptly furnish to 
the Corporation such information regarding Investor and the distribution 
proposed by Investor as the Corporation may request in writing and as shall be
39
required in connection with any registration, qualification or compliance 
referred to in this Section 6.

		(g)  "Stand-Off" Agreement.  Investor, if requested by the 
Corporation and/or an underwriter of Common Stock or other securities of the 
Corporation, shall agree not to sell or otherwise transfer or dispose of any 
Registrable Shares or other securities of the Corporation held by Investor for a
specified period of time (not to exceed 180 days) before or after the effective 
date of a Registration Statement.  Such agreement shall be in writing in a form 
satisfactory to the Corporation and such underwriter.  The Corporation may 
impose stop transfer instructions with respect to the Registrable Shares or 
other securities subject to the foregoing restriction until the end of the 
stand-off period.  

	7.	No Assignment.

		This Agreement is neither transferable nor assignable by the 
Investor, without the prior written consent of the Corporation.

	8.	General.

		This Agreement shall: (i) be binding upon the Investor and the 
Corporation and their respective representatives, successors, and permitted 
assigns; (ii) be governed, construed and enforced in accordance with the 
internal laws of the State of Florida; and (iii) all covenants, agreements, 
representations and warranties made herein or otherwise made in writing by any 
party pursuant hereto shall survive the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby.  This Agreement 
may be executed in one or more counterparts, each of which shall be deemed an 
original, but all of which together shall constitute one and the same 
instrument.

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 
6th day of December, 1995.

                               						"CORPORATION"

                               						ABLE TELCOM HOLDING CORPORATION
                               						a Florida corporation
                               
                               						By:/s/William J. Mercurio
                                        -----------------------------
                               						   William J. Mercurio                     
                                        Its:  President

                               						"INVESTOR"
                         				         /s/Billy B. Caudill
                                      -------------------------------
                                						Billy B. Caudill
40
                            EXHIBIT 4.8

               	ABLE TELCOM HOLDING CORPORATION
	
	                    SUBSCRIPTION AGREEMENT

	
	ABLE TELCOM HOLDING CORPORATION, a Florida corporation (the "Corporation"), 
and Frazier L. Gaines (the "Investor"), hereby agree as follows:

	
	1.	Sale and Purchase of Shares.

		(a)  Subject to the prior approval of the Corporation's Board of 
Directors, the Corporation agrees to issue to the Investor, and the Investor 
agrees to purchase from the Corporation, Five Thousand (5,000) shares (the 
"Shares") of the Corporation's common stock, $.001 par value per share (the 
"Common Stock"), on the terms and conditions set forth in this Subscription 
Agreement (the "Agreement").

		(b)	It is understood that all pertinent documents, records and 
books and other information pertaining to this investment have been made 
available for inspection by the Investor and his attorney and/or accountant and 
that the books and records of the Corporation will be available, upon reasonable
notice, for inspection by the Investor during reasonable business hours at the 
office of the Corporation at 1601 Forum Place, West Palm Beach, Florida 33401.

	2.	Closing for the Shares.

		(a)  The aggregate purchase price for the Shares shall be Five 
Dollars (U.S. $5.00) (the "Purchase Price"), which shall be paid to the 
Corporation by the Investor in the form of a certified or cashier's check drawn 
on a United States bank payable to "ABLE TELCOM HOLDING CORPORATION" or by the 
wire transfer of immediately available funds to a designated account of the 
Corporation, immediately upon notification to the Investor that this transaction
has been approved by the Corporation's Board of Directors.

		(b) As soon as practicable after the receipt of the Purchase Price, 
the Corporation shall issue and deliver to the Investor a certificate 
representing the Shares.

	3.	Certain Representations of the Investor.

		The Investor hereby represents and warrants to the Corporation, its 
officers and directors, the following: 

		(a)	The Investor has read carefully and understands this Agreement 
and has consulted his own attorney or accountant with respect 
to the investment contemplated hereby and its suitability for 
the Investor.

		(b)	The Corporation has made available to the Investor, or his 
designated representatives, during the course of this 
transaction and prior to the purchase of any of the securities 
referred to herein, the opportunity to ask questions of and
41
receive answers from the officers and directors of the 
Corporation concerning the terms and conditions of the 
offering or otherwise relating to the financial data and 
business of the Corporation, to the extent that the 
Corporation or its officers and directors possess such 
information or can acquire it without unreasonable effort or 
expense.  The Corporation has also made available to the 
Investor for inspection, documents, records, books and other 
written information about the Corporation, its business and 
this investment.

		(c)	The Investor understands and represents that:  (i) the 
Investor must bear the economic risk of this investment for an 
indefinite period of time because the Shares have not been 
registered under the Securities Act of 1933, as amended (the 
"1933 Act"), or under any state securities laws and, 
therefore, cannot be resold unless they are subsequently 
registered under the 1933 Act and the pertinent state 
securities laws or unless an exemption from such registration 
is available; (ii) the Investor is purchasing the Shares for 
investment for the account of the Investor, not for the 
account of any other person, and not with any present view 
toward resale or other "distribution" thereof within the 
meaning of the 1933 Act; and (iii) the Investor agrees not to 
resell or otherwise dispose of all or any part of the Shares, 
except as permitted by law, including, without limitation, any 
and all applicable provisions of this Agreement and any 
regulations under the 1933 Act.

		(d)	Investor has such knowledge and experience in financial and 
business matters that he is capable of evaluating the merits 
and risks of an investment in the Shares.  The Investor 
represents, warrants and covenants that the Investor is an 
"Accredited Investor" within the meaning of Rule 501 of the 
1933 Act.  In particular, the Investor qualifies as such 
pursuant to Subsections (a)(5) and (6) of Rule 501, which 
provides that an Accredited Investor shall include:

  			  (5)	any natural person whose individual net worth, or joint 
net worth with that person's spouse, at the time of his 
purchase exceeds $1,000,000; and

  	  		(6)	any natural person who had an individual income in 
excess of $200,000 in each of the two most recent years 
or joint income with that person's spouse in excess of 
$300,000 in each of those years and has a reasonable 
expectation of reaching the same income level in the 
current year."

		(e)	The Investor is aware that an investment in the Shares is 
highly speculative and subject to substantial risks.  The 
Investor is capable of bearing the high degree of economic 
risk and burdens of this investment, including the possibility 
of a complete loss of his investment and the lack of a public 
market and limited transferability of the Shares, which may 
make the liquidation of this investment impossible for an 
indefinite period of time.  The financial condition of the
42
Investor is such that he is under no present or contemplated 
future need to dispose of any of the Shares to satisfy any 
existing or contemplated undertaking, need or indebtedness.

		(f)	All of the information that the Investor has set forth or 
represented in this Agreement, with respect to his financial 
position and business and investment experience is correct and 
complete as of the date of this Agreement and, if there should 
be any material change in such information prior to the 
purchase of Shares, the Investor will immediately furnish the 
revised or corrected information to the Corporation.

		(g)	The Investor agrees that he shall be bound by all of the 
terms, conditions, duties and obligations of this Agreement 
insofar as such matters affect the Corporation and/or the 
Investor.

		(h)	The Investor is a resident of the State of Florida.

	4.	Restricted Stock and Legend.

		(a)  The Investor acknowledges that the Shares offered hereunder are 
being offered pursuant to a private placement exemption under the 1933 Act, and 
that the Shares are deemed "restricted securities" as defined in the 1933 Act.  
Until the securities offered hereunder become registered with the Securities and
Exchange Commission, each certificate representing a share of Common Stock shall
bear a legend in substantially the following form:

		THE SHARE(S) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR 
UNDER ANY STATE SECURITIES LAWS, AND THE CORPORATION HAS RELIED UPON AN 
EXEMPTION TO THE REGISTRATION REQUIREMENT UNDER THE ACT FOR THE SALE OF THE 
SHARE(S) REPRESENTED BY THIS CERTIFICATE TO ITS HOLDER.  THEREFORE, THE 
SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED STOCK AND MAY NOT BE 
SOLD OR TRANSFERRED TO ANY THIRD PARTY WITHOUT EITHER BEING REGISTERED 
UNDER THE ACT OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT 
REGISTRATION IS NOT REQUIRED UNDER THE ACT.

		(b)  Prior to any transfer or attempted transfer of any of the 
Shares issued hereunder, or any interest therein, the Investor shall give the 
Corporation written notice of his or its intention to make such transfer, 
describing the manner of the intended transfer and the proposed transferee.  
Promptly after receiving such written notice, the Corporation shall present 
copies thereof to counsel for the Corporation and to any special counsel 
designated by the Investor or by such holder.  If in the opinion of each of such
counsel the proposed transfer may be effected without registration of the Shares
under the applicable federal or state securities laws, as promptly as 
practicable, the Corporation shall notify the Investor of such opinions, 
whereupon the Shares proposed to be transferred shall be transferred in 
accordance with the terms of said notice.  The Corporation shall not be required
to effect any such transfer prior to the receipt of such favorable opinion(s); 
provided, however, the Corporation may waive the requirement that Investor 
obtain an opinion of counsel, in its sole and absolute discretion.  As a 
condition to such favorable opinion, counsel for the Corporation may require an
43
investment letter to be executed by the proposed transferee.

	5.	Rescission Right for Florida Residents.

		Notwithstanding Section 1 hereof, the Investor, if a Florida 
resident, shall have the right at any time within three (3) days after the 
Investor first tenders the Purchase Price or the date of execution of this 
Agreement, whichever is later, to notify the Corporation, of the Investor's 
intent to cancel this Agreement.  In such event, this Agreement shall be 
canceled and of no further force or effect, and the Corporation shall promptly 
cause to be refunded to the Investor the Purchase Price paid by Investor for the
Shares, without interest or deduction.  

	6.	Piggyback Registration Rights.  

		(a)	Definitions.  As used in this Section 6, the following terms 
shall have the following respective meanings:

			(i)	"Commission" means the Securities and Exchange 
Commission, or any other Federal agency at the time administering the Securities
Act.

			(ii)	"Exchange Act" means the Securities Exchange Act of 
1934, as amended, or any similar Federal statute, and the rules and regulations 
of the Commission issued under such Act, as they each may, from time to time, be
in effect.

			(iii) "Securities Act" means the Securities Act of 1933, as 
amended, or any similar Federal statute, and the rules and regulations of the 
Commission issued under such Act, as they each may, from time to time, be in 
effect.

			(iv)  "Registration Statement" means a registration statement 
filed by the Corporation with the Commission for a public offering and sale of 
securities of the Corporation (other than any registration statement on Form S-4
or Form S-8, or their successors, or any other form for a limited purpose, or 
any registration statement covering only securities proposed to be issued in 
exchange for securities or assets of another corporation or entity).

			(v)	"Registration Expenses" means the expenses described in 
Section 6(d).

			(vi)	"Registrable Shares" means the shares of Common Stock 
and any other shares of Common Stock issued or issuable in respect of such 
shares (because of stock splits, stock dividends, reclassification,
recapitalizations, or similar events, if applicable); provided, however, that 
the shares of Common Stock which are Registrable Shares shall cease to be 
Registrable Shares upon any sale of such shares pursuant to a Registration 
Statement, Section 4(1) of the Securities Act, Rule 144 under the Securities Act
or otherwise.

		(b)  Piggyback Registration.

			(i)  Whenever the Corporation proposes to file a Registration 
Statement and at any time thereafter and from time to time, it will, prior to 
such filing, give written notice to Investor of its intention to do so and, upon
44
the written request of Investor given within ten (10) days after the Corporation
provides such notice (which request shall state the intended method of 
disposition of the Registrable Shares), the Corporation shall use its good faith
efforts to cause all Registrable Shares which the Corporation has been requested
by Investor to register to be registered under the Securities Act to the extent
necessary to permit their sale or other disposition in accordance with the 
intended methods of distribution specified in the request of Investor; provided 
that the Corporation shall have the right to postpone or withdraw any 
registration effected pursuant to this Section 6(b) without obligation to 
Investor.

			(ii)	 In connection with any offering under this Section 6(b) 
involving an underwriting, the Corporation shall not be required to include any 
Registrable Shares in such underwriting unless Investor accepts the terms of the
underwriting as agreed upon between the Corporation and the underwriters 
selected by it, and then only in such quantity as will not, in the sole 
discretion of the underwriters, jeopardize the success of the offering by the 
Corporation.  If in the sole discretion of the managing underwriter or 
underwriters the registration of all, or part of, the Registrable Shares which
the Investor has requested to be included would adversely affect such public 
offering, then the Corporation shall be required to include in the underwriting
only that number of Registrable Shares, if any, which the managing underwriter 
believes may be sold without causing such adverse effect.  If the number of 
Registrable Shares to be included in the underwriting in accordance with the
foregoing is less than the total number of shares which the Investor has
requested to be included, then, except as described below, the Investor shall
participate in the underwriting pro rata based upon its total ownership of 
Registrable Shares compared to the total number of shares held by others 
pursuant to separate agreements with the Corporation for which registration 
has been requested (or in any other proportion as agreed upon by all holders
of the Common Stock entitled to registration) and if Investor would thus be
entitled to include more shares than Investor requested to be registered, 
the excess shall be allocated among other requesting holders pro rata based upon
their total ownership of Registrable Shares; provided, however, the Corporation
may, in order to close an offering of its securities, grant registration rights
to others which are entitled to a preference over the rights granted herein 
to Investor with respect to inclusion in any underwritten public offering; in
which case, the rights granted to the Investor hereunder shall be subordinate 
thereto and Investor shall not be entitled to pro rata inclusion in any
underwritten public offering.  

		(c)	Registration Procedures.  If and when the Corporation is 
required by the provisions of this Agreement to use its good faith efforts to 
effect the registration of any of the Registrable Shares under the Securities 
Act, the Corporation shall:

			(i)  file with the Commission a Registration Statement with 
respect to such Registrable Shares and use its good faith efforts to cause that 
Registration Statement to become and remain effective; 

			(ii)  prepare and file with the Commission any amendments and 
supplements to the Registration Statement and the prospectus included in the 
Registration Statement as may be necessary to keep the Registration Statement 
effective for a period of up to 120 days from the effective date;

			(iii)  furnish to Investor such reasonable numbers of copies 
of the prospectus, including a preliminary prospectus, in conformity with the 
requirements of the
45
Securities Act, and such other documents as the Investor may reasonably request 
in order to facilitate the public sale or other disposition of the Registrable 
Shares owned by the Investor; and

			(iv)  use its good faith efforts to register or qualify the 
Registrable Shares covered by the Registration Statement under the securities or
Blue Sky laws of such states as the Investor shall reasonably request, and do 
any and all other acts and things that may be necessary or desirable to enable 
the holders to consummate the public sale or other disposition in such 
jurisdictions of the Registrable Shares owned by the holder; provided, however,
that the Corporation shall not be required in connection with this Section 6(c)
to qualify as a foreign corporation or execute a general consent to service of
process in any jurisdiction nor register or qualify the securities in any state
which as a condition to such registration or qualification would impose 
restrictions or other conditions on the Corporation or any of its officers, 
directors or shareholders (including with respect to any shares held by such
persons or entities) unless such restrictions or other conditions are approved
by the party adversely affected.

			If the Corporation has delivered preliminary or final prospectuses to the 
Investor and after having done so the prospectus is amended to comply with 
the requirements of the Securities Act, the Corporation shall promptly notify 
the Investor and, if requested, the Investor shall immediately cease making 
offers of Registrable Shares and return all prospectuses to the Corporation.
The Corporation shall promptly provide the Investor with revised prospectuses
to permit the Investor to resume making offers of the Registrable Shares.

		(d)	Allocation of Expenses.  The Corporation will pay all Registration 
Expenses of all registrations under this Agreement; provided, however, that if 
a registration is withdrawn at the request of the Investor (other than as a 
result of materially adverse information concerning the business or financial 
condition of the Corporation which is made known to the Investor after the date
on which such registration was requested), the Investor shall pay the 
Registration Expenses of such registration pro rata in accordance with the 
number of its Registrable Shares included in such registration compared to the 
total number of shares of Common Stock held by others pursuant to separate 
agreements with the Corporation for which registration has been requested.  For 
purposes of this Section 6, the term "Registration Expenses" shall mean all 
expenses incurred by the Corporation in complying with this Section 6, including
without limitation, all registration and filing fees, exchange listing fees, 
printing expenses, fees and disbursements of counsel for the Corporation, state 
Blue Sky fees and expenses, and the expense of any special audits incident to or
required by any such registration, but excluding underwriting discounts and 
selling commissions attributable to the Registrable Shares and the fees and 
expenses of the Investor's own counsel and accountants, which shall be borne by 
Investor.

		(e)	Indemnification.  In the event of any registration of any of 
the Registrable Shares under the Securities Act, pursuant to this Agreement, the
Corporation will indemnify and hold harmless the Investor against any losses, 
claims, damages or liabilities, joint or several, to which Investor may become 
subject under the Securities Act, the Exchange Act, state securities laws or 
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement of any 
material fact contained in any Registration Statement under which such 
Registrable Shares were registered under the Securities Act, any preliminary 
prospectus or final prospectus contained in the Registration Statement, or any 
amendment or supplement to such Registration Statement, or arise out of or are 
based upon the omission to state a material fact required to be stated therein 
or necessary to make the statements therein not misleading; and the Corporation
will reimburse Investor for any legal or any other expenses reasonably incurred
by Investor in connection with investigating and defending any such loss, claim,
damage, liability or action; provided, however, that the Corporation will not be
liable in any such case to the extent that any such loss, claim, damage, 
liability or expense arises out of or is based upon any untrue statement or 
omission made in such Registration Statement, preliminary prospectus or 
prospectus, or any such amendment or supplement, in reliance upon and in
46
conformity with information furnished to the Corporation by or on behalf of 
Investor, specifically for use in the preparation thereof, or as a result of the
failure of Investor, or any agent of Investor, to deliver any amendments and 
supplements to any Registration Statement and the prospectus included in any 
such Registration Statement.

		In the event of any registration of any of the Registrable Shares 
under the Securities Act pursuant to this Agreement, Investor will indemnify and
hold harmless the Corporation, each of its directors and officers and each 
underwriter (if any) and each person, if any, who controls the Corporation or 
any such underwriter within the meaning of the Securities Act or the Exchange 
Act, against any losses, claims, damages or liabilities, joint or several, to 
which the Corporation, such directors and officers, underwriter or controlling
person may become subject under the Securities Act, Exchange Act, state 
securities laws or otherwise, insofar as such losses, claims, damages or 
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement of a material fact contained in any Registration Statement 
under which such Registrable Shares were registered under the Securities Act, 
any preliminary prospectus or final prospectus contained in the Registration 
Statement, or any amendment or supplement to the Registration Statement, or 
arise out of or are based upon any omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading, 
and Investor will reimburse the Corporation, each of its directors and officers,
each underwriter and each controlling person, severally and not jointly, for any
legal or other expenses reasonable incurred by the Corporation, each director
and officer, each underwriter and each controlling person in connection with 
investigating and defending any such loss, claim, damage, liability or action,
if the statement or omission was made in reliance upon and in conformity with 
information furnished to the Corporation by or on behalf of Investor, 
specifically for use in connection with the preparation of such Registration 
Statement, prospectus, amendment or supplement.

		Each party entitled to indemnification under this Section 6(e) (the 
"Indemnified Party") shall give notice to the party required to provide 
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any 
litigation resulting therefrom; provided, that counsel for the Indemnifying 
Party, who shall conduct the defense of such claim or litigation, shall be 
approved by the Indemnified Party (whose approval shall not be unreasonably 
withheld); and, provided, further, that the failure of any Indemnified Party to 
give notice as provided herein shall not relieve the Indemnifying Party of its 
obligations under this Section 6.  The Indemnified Party may participate in such
defense at such party's expense.  No Indemnifying Party, in the defense of any 
such claim or litigation shall, except with the consent of each Indemnified 
Party, consent to entry of any judgment or enter into any settlement which does 
not include as an unconditional term thereof the giving by the claimant or 
plaintiff to such Indemnified Party of a release from all liability in respect 
of such claim or litigation.

		(f)  Information by Investor.	Investor shall promptly furnish to 
the Corporation such information regarding Investor and the distribution 
proposed by Investor as the Corporation may request in writing and as shall be
required in connection with any registration, qualification or compliance
47
referred to in this Section 6. 

		(g)  "Stand-Off" Agreement.  Investor, if requested by the 
Corporation and/or an underwriter of Common Stock or other securities of the 
Corporation, shall agree not to sell or otherwise transfer or dispose of any 
Registrable Shares or other securities of the Corporation held by Investor for a
specified period of time (not to exceed 180 days) before or after the effective 
date of a Registration Statement.  Such agreement shall be in writing in a form 
satisfactory to the Corporation and such underwriter.  The Corporation may 
impose stop transfer instructions with respect to the Registrable Shares or 
other securities subject to the foregoing restriction until the end of the
stand-off period.  

	7.	No Assignment.

		This Agreement is neither transferable nor assignable by the 
Investor, without the prior written consent of the Corporation.

	8.	General.

		This Agreement shall: (i) be binding upon the Investor and the 
Corporation and their respective representatives, successors, and permitted 
assigns; (ii) be governed, construed and enforced in accordance with the 
internal laws of the State of Florida; and (iii) all covenants, agreements, 
representations and warranties made herein or otherwise made in writing by any 
party pursuant hereto shall survive the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby.  This Agreement 
may be executed in one or more counterparts, each of which shall be deemed an 
original, but all of which together shall constitute one and the same instrument

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 
6th day of December, 1995.

                                   		"CORPORATION"
                               						ABLE TELCOM HOLDING CORPORATION
                               						a Florida corporation
                               						By: /s/William J. Mercurio
                                        ----------------------------
                               						   William J. Mercurio                     
                                        Its:  President
                      
                                  			"INVESTOR"
                       					         /s/Frazier L. Gaines
                                     -------------------------------   
                               						Frazier L. Gaines
48

                             EXHIBIT 5.1

May 17, 1996

Able Telcom Holding Corp.
1601 Forum Place, Suite 1110 
West Palm Beach, Florida  33401 

Dear Sirs:

	We are acting as counsel to Able Telcom Holding Corp., a Florida 
corporation (the "Company"), in connection with the Registration Statement on 
Form S-8 with exhibits thereto (the "Registration Statement") filed by the 
Company under the Securities Act of 1933, as amended (the "Act"), and the 
rules and regulations thereunder, relating to the registration of 1,060,000 
shares (the "Shares") of Common Stock, par value $.001 per share, of the 
Company.  The Shares have been issued by the Company pursuant to written 
compensation agreements (the "Agreements"), and the Shares issued thereunder 
(the "Compensation Shares") or are to be issued by the Company upon the 
exercise of certain stock options (the "Options"), and the Shares issued upon 
the exercise thereof (the "Option Shares") granted and to be granted to 
certain employees or directors of the Company pursuant to the Company's 1995 
Stock Option Plan or pursuant to separate stock option agreements with such 
individuals (collectively, the "Plans").

	As such counsel, we have participated in the preparation of the 
Registration Statement, and have reviewed the corporate proceedings in 
connection with the adoption of the Agreements and the Plans and have also 
examined and relied upon originals or copies, certified or otherwise 
authenticated to our satisfaction, of all such corporate records, documents, 
agreements, and instruments relating to the Company, and certificates of 
public officials and of representatives of the Company, and have made such 
investigations of law, and have discussed with representatives of the Company 
and such other persons such questions of fact, as we have deemed proper and 
necessary as a basis for rendering this opinion.

	Based on and subject to the foregoing, we are of the opinion that:

	The Compensation Shares are duly authorized, validly issued, fully paid 
and non-assessable.  

	The Option Shares are duly authorized and, upon issuance in connection 
with the exercise of the Options in accordance with the terms of the Plans 
against payment of the exercise price therefor (as applicalbe), will be, 
assuming no change in the applicable law or pertinent facts, validly issued, 
fully paid and non-assessable.  

	We hereby consent to the filing of this opinion as Exhibit 5.1 to the 
Registration Statement.  In giving the foregoing consent, we do not admit that 
we are in the category of persons whose consent is required under Section 7 of 
the Act, or the rules and regulations of the Securities and Exchange 
Commission promulgated thereunder.

			Very truly yours,

	  /s/Holland & Knight
   -------------------
			Holland & Knight

May 17, 1996
49
                             	EXHIBIT 20.1

              Consent of Independent Certified Public Accountants

We consent to the reference to our firm in the Registration Statement on Form 
S-8 pertaining to the 1995 Stock Option Plan of Able Telcom Holding Corp. and 
to the incorporation by reference therein of our report dated January 26, 
1996, with respect to the consolidated financial statements and schedule of 
Able Telcom Holding Corp. included in its Annual Report (Form 10-K) for the 
year ended October 31, 1995 filed with the Securities and Exchange Commission.

 							/s/Ernst & Young LLP
        --------------------                    
								Ernst & Young LLP

West Palm Beach, Florida
May 15, 1996
50

                                 EXHIBIT 20.3

                        INDEPENDENT AUDITOR'S CONSENT

The Board of Directors
Able Telcom Holding Corp.

We consent to the use of our report incorporated by reference herein.

  /s/KPMG Peat Marwick LLP
  ------------------------  
		KPMG Peat Marwick LLP

Tampa, Florida
May 9, 1995
51
                                  EXHIBIT 20.4

                          MERCURIO & ASSOCIATES, P.A.
                        2240 Palm Beach Lakes Boulevard
                                   Suite 100
                        West Palm Beach, Florida  33409

                        INDEPENDENT AUDITOR'S CONSENT

The Board of Directors
Able Telcom Holding Corp.

We consent to the use of our report incorporated by reference herein.

							/s/Mercurio & Associates, P.A.
       ------------------------------         
							MERCURIO & ASSOCIATES, P.A.

May 17, 1996