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                    UNITED STATES
         SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C.  20549

                    SCHEDULE 13D
                  (RULE 13d - 101)

Information to be included in statements filed pursuant to
13d-1(a) and amendments thereto filed pursuant to 13d-2(a)
(Amendment No.     )*

Alarmguard Holdings, Inc.
(Name of Issuer)

Common Stock, $.0001 par value
(Title of Class of Securities)

011649100
(CUSIP Number)

Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor, New York, New York  10176,
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 2, 1998
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box .

Note:  Six copies of this statement, including all exhibits,
should be filed with the Commission.  See Rule 13d-1(a) for
other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).

(Continued on the Following Pages)
(Page 1 of 11 Pages)
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)
          Elliott Associates, L.P., a Delaware Limited
          Partnership

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    SOURCE OF FUNDS*
          00

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)

6    CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH

7    SOLE VOTING POWER
          242,424

8    SHARED VOTING POWER
          0

9    SOLE DISPOSITIVE POWER
          242,424

10   SHARED DISPOSITIVE POWER
          0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON
          242,424

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          3.99%

14   TYPE OF REPORTING PERSON*
          PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.

1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)
          Westgate International, L.P., a Cayman Islands
          Limited Partnership

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    SOURCE OF FUNDS*
          00

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6    CITIZENSHIP OR PLACE OF ORGANIZATION
          Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH 

7    SOLE VOTING POWER
          0

8    SHARED VOTING POWER
          242,424

9    SOLE DISPOSITIVE POWER
          0

10   SHARED DISPOSITIVE POWER
          242,424

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON
          242,424

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          3.99%

14   TYPE OF REPORTING PERSON*
          PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.

1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)
          Martley International, Inc., a Delaware corporation

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    SOURCE OF FUNDS*
          00

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)

6    CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 
REPORTING PERSON WITH

7    SOLE VOTING POWER
          0

8    SHARED VOTING POWER
          242,424

9    SOLE DISPOSITIVE POWER
          0

10   SHARED DISPOSITIVE POWER
          242,424

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON
          242,424

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          3.99%

14   TYPE OF REPORTING PERSON*
          CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.

ITEM 1.   Security and Issuer

     This statement relates to the common stock, $.0001 par
value (the "Common Stock"), of Alarmguard Holdings, Inc. (the
"Issuer").  The Issuer's principal executive office is located
at 125 Frontage Road, Orange, Connecticut 06477.


ITEM 2.   Identity and Background

     (a)-(c)   The names of the persons filing this
statement on Schedule 13D are:  Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned
subsidiaries ("Elliott"), Westgate International, L.P., a
Cayman Islands limited partnership ("Westgate"), and Martley
International, Inc., a Delaware corporation ("Martley").  Paul
E. Singer ("Singer") and Braxton Associates, L.P., a Delaware
limited partnership ("Braxton LP"), which is controlled by
Singer, are the general partners of Elliott.  Hambledon, Inc.,
a Cayman Islands corporation ("Hambledon"), is the sole
general partner of Westgate.  Martley is the investment
manager for Westgate.  Martley expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock.

ELLIOTT

     The business address of Elliott is 712 Fifth Avenue,
36th Floor, New York, New York 10019.

     The principal business of Elliott is to purchase, sell,
trade and invest in securities.

     SINGER

          Singer's business address is 712 Fifth Avenue,
     36th Floor, New York, New York 10019.

          Singer's principal occupation or employment is
     that of serving as general partner of Elliott and
     Braxton LP and president of Martley.

     BRAXTON LP

          The business address of Braxton LP is 712 Fifth
     Avenue, 36th Floor, New York, New York 10019.

          The principal business of Braxton LP is the
     furnishing of investment advisory services.

          The names, business addresses, and present
     principal occupation or employment of the general
     partners of Braxton LP are as follows:

      NAME
ADDRESSOCCUPATIONPaul E.
      Singer
712 Fifth Avenue
      36th Floor
New York, New York
10019
General partner of
Elliott and
Braxton LP and
President of
Martley
Braxton
      Associates,
      Inc.
712 Fifth Avenue
      36th Floor
New York, New York
10019
The principal
business of
Braxton
Associates, Inc.
is serving as
general partner of
Braxton LP
          The name, business address, and present principal
     occupation or employment of each director and executive
     officer of Braxton Associates, Inc. are as follows:

      NAME
ADDRESSOCCUPATIONPaul E.
      Singer
712 Fifth Avenue
36th Floor
New York, New York 
10019
General partner of
Elliott and
Braxton LP and
President of
MartleyWESTGATE

     The business address of Westgate is Westgate
International, L.P., c/o Midland Bank Trust Corporation
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman,
Cayman Islands, British West Indies.

     The principal business of Westgate is to purchase, sell,
trade and invest in securities.

     The name, business address, and present principal
occupation or employment of the general partner of Westgate
are as follows:

      NAME
ADDRESSOCCUPATIONHambledon,
      Inc.
c/o Midland Bank
      Trust Corporation
      (Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West
Indies
General partner of
Westgate
     HAMBLEDON, INC.

     The name, business address, and present principal
occupation or employment of each director and executive
officer of Hambledon are as follows:

      NAME
ADDRESSOCCUPATIONPaul E.
      Singer
712 Fifth Avenue
36th Floor
New York, New York 
10019
General partner of
Elliott and
Braxton LP and
President of
Martley
MARTLEY INTERNATIONAL, INC.

     The business address of Martley is 712 Fifth Avenue,
36th Floor, New York, New York 10019.  

     The principal business of Martley is to act as
investment manager for Westgate.

     The name, business address, and present principal
occupation or employment of each director and executive
officer of Martley are as follows:

      NAME
ADDRESSOCCUPATIONPaul E.
      Singer
712 Fifth Avenue
36th Floor
New York, New York 
10019
General partner of
Elliott and
Braxton LP and
President of
Martley
     (d) and (e)During the last five years, none of the
persons or entities above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.

     (f)  All of the natural persons listed above are
citizens of the United States of America.


ITEM 3.   Source and Amount of Funds or Other Consideration

     The source and amount of funds used by Elliott in making
the purchase of the Common Stock beneficially owned by it are
set forth below.

SOURCE OF FUNDS:                   AMOUNT OF FUNDS:
Margin accounts maintained at      $2,000,000
Merrill Lynch

     The source and amount of funds used by Westgate in
making the purchase of the Common Stock beneficially owned by
it are set forth below.

SOURCE OF FUNDS:                   AMOUNT OF FUNDS:
Margin accounts maintained at      $2,000,000
Merrill Lynch

ITEM 4.   Purpose of Transaction

     Each of Elliott and Westgate acquired the Common Stock
beneficially owned by it in the ordinary course of its trade
or business of purchasing, selling, trading and investing in
securities.  Martley has acted as investment manager with
respect to Westgate's acquisition of beneficial ownership of
Common Stock.

     Depending upon market conditions and other factors that
it may deem material, each of Elliott and Westgate may
purchase additional Common Stock or related securities or may
dispose of all or a portion of the Common Stock or related
securities that it now beneficially owns or may hereafter
acquire. 

     Except as set forth herein, none of Elliott, Westgate or
Martley has any plans or proposals which relate to or would
result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4.


ITEM 5.   Interest in Securities of the Issuer

     (a)  Elliott beneficially owns 2,000 shares of Series A
Convertible Preferred Stock, (the "Preferred Stock") which it
purchased pursuant to a Preferred Stock Purchase Agreement
with the Issuer dated as of February 2, 1998, which are
convertible into 242,424 shares of Common Stock constituting
3.99% of the outstanding shares of Common Stock.

     Westgate beneficially owns 2,000 shares of the Preferred
Stock which it purchased pursuant to a Preferred Stock
Purchase Agreement with the Issuer dated as of February 2,
1998, which are convertible into 242,424 shares of Common
Stock constituting 3.99% of the outstanding shares of Common
Stock.

     Elliott and Westgate together beneficially own 484,848
shares of Common Stock, constituting 7.98% of all outstanding
shares of Common Stock.

     (b)  Elliott has the power to vote or direct the vote
of, and to dispose or direct the disposition of, the Common
Stock beneficially owned by it.

     Westgate has the shared power with Martley to vote or
direct the vote of, and to dispose or direct the disposition
of, the Common Stock owned by Westgate.  Information regarding
each of Westgate and Martley for the purposes of subparagraph
(b) of this Item 5 is set forth in Item 2 above and expressly
incorporated by reference herein.

     (c)  The following transaction was effected by Elliott
during the past sixty (60) days:

                                   Approximate Price Per
                    Amount of SharesShare (exclusive of
Date      Security  Bought (Sold)  commissions)         

2/2/98    Common    242,424        $8.25


     The above transaction was effected by Elliott privately
in New York.  

     The following transaction was affected by Westgate
during the past sixty (60) days:


                                   Approximate Price Per
                    Amount of SharesShare (exclusive of
Date      Security  Bought (Sold)  commissions)         

2/2/98    Common    242,424        $8.25


     The above transaction was effected by Westgate privately
in New York.

     No other transactions were effected by Elliott or
Westgate during the past sixty (60) days.

     (d)  No person other than Elliott has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock
beneficially owned by Elliott.  

     No person other than Westgate has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock
beneficially owned by Westgate and Martley.

     (e)  Not applicable.  


ITEM 6.   Contracts, Arrangements, Understandings or
          Relationships With Respect to Securities of the
          Issuer

     Elliott and Westgate each entered into a Registration
Rights Agreement with the Issuer dated as of February 2, 1998
providing for demand registration rights with respect to the
Common Stock into which Elliott's and Westgate's shares of
Preferred Stock are convertible.


ITEM 7.   Material to be Filed as Exhibits

         Exhibit A - Joint Filing Agreement

                      SIGNATURE

     After reasonable inquiry and to the best of its
knowledge and belief, the undersigned each certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.

Dated:              ELLIOTT ASSOCIATES, L.P.
February 6, 1998

                    By:/s/ Paul E. Singer           
                         Paul E. Singer
                         General Partner


                    WESTGATE INTERNATIONAL, L.P.

                    By:  Martley International, Inc., as
                         Investment Manager


                    By:/s/ Paul E. Singer           
                         Paul E. Singer
                         President


                    MARTLEY INTERNATIONAL, INC.


                    By:/s/ Paul E. Singer           
                         Paul E. Singer
                         President

                      EXHIBIT A

               JOINT FILING AGREEMENT

     The undersigned hereby agree that the statement on
Schedule 13D with respect to the Common Stock of Alarmguard
Holdings, Inc., dated February 6, 1998, is, and any further
amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended.

Dated as of: February 6, 1998

ELLIOTT ASSOCIATES, L.P. WESTGATE INTERNATIONAL, L.P.


By:/s/ Paul E. Singer    By:  Martley International,   
     Paul E. Singer           Inc.,
     General Partner          as Investment Manager


                         By:/s/ Paul E. Singer      
                              Paul E. Singer
                              President

MARTLEY INTERNATIONAL, INC.


By:/s/ Paul E. Singer  
     Paul E. Singer
     President