<PAGE>

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 10-Q

|X|    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

|_|    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934


              FOR THE TRANSITION PERIOD FROM _________ TO ________


                          COMMISSION FILE NUMBER 1-9078

                                   -----------

                             THE ALPINE GROUP, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                      22-1620387
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

         ONE MEADOWLANDS PLAZA                             07073
       EAST RUTHERFORD, NEW JERSEY                       (Zip code)
(Address of principal executive offices)


         Registrant's telephone number, including area code 201-549-4400

                                   -----------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

         Indicate by check mark whether the Registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
            CLASS                            OUTSTANDING AT NOVEMBER 11, 2003
            -----                            --------------------------------
<S>                                          <C>
 Common Stock, $.10 Par Value                           12,040,069
</TABLE>

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

<PAGE>


                          PART I. FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with the requirements of Section 13 or 15(d) of
the  Securities  Exchange  Act  of  1934  and,  therefore,  do not  include  all
information and footnotes required by generally accepted accounting  principles.
However,  in the  opinion  of  management,  all  adjustments  (which,  except as
disclosed elsewhere herein, consist only of normal recurring accruals) necessary
for a fair  presentation  of the results of operations for the relevant  periods
have been made.  Results for the interim periods are not necessarily  indicative
of the results to be expected for the year. These financial statements should be
read in conjunction with the summary of significant  accounting policies and the
notes to the consolidated  financial statements included in the Company's Annual
Report on Form 10-K and 10K/A for the year ended December 31, 2002.

                                       1
<PAGE>


                     THE ALPINE GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                 SEPTEMBER 30,  DECEMBER 31,
                                                                                                    2003           2002
                                                                                                  ---------      ---------
                                                                                                     (UNAUDITED)
                                            ASSETS
<S>                                                                                               <C>            <C>
Current assets:
   Cash and cash equivalents ................................................................     $   3,874      $   8,139
   Accounts receivable (less allowance for doubtful accounts of $381 and $413 at ............        37,072         62,864
      September 30, 2003 and December 31, 2002, respectively)
   Inventories ..............................................................................        38,513         81,198
   Other current assets .....................................................................         4,021         10,443
                                                                                                  ---------      ---------

      Total current assets ..................................................................        83,480        162,644
Property, plant and equipment, net ..........................................................        17,540         15,384
Long-term investments and other assets ......................................................         4,108          5,093
                                                                                                  ---------      ---------

      Total assets ..........................................................................     $ 105,128      $ 183,121
                                                                                                  =========      =========

                            LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Current portion of long-term debt ........................................................     $     100      $   2,151
   Accounts payable .........................................................................        14,653         16,588
   Accrued expenses .........................................................................        13,451         18,850
   Deferred and current income taxes ........................................................         9,593         15,454
                                                                                                  ---------      ---------
      Total current liabilities .............................................................        37,797         53,043

Long-term debt, less current portion ........................................................        17,222         69,886
Deferred income taxes .......................................................................        19,046         20,533
Other long-term liabilities .................................................................         1,968          1,887
Warrant .....................................................................................         1,000          1,000
Accumulated losses in excess of net investment in Superior Telecom Inc. .....................       865,887        865,887

Mandatory redeemable Series A cumulative convertible preferred stock (8,287 shares issued and
   outstanding at September 30, 2003), net of $1,203 beneficial conversion feature...........         1,946             --

Stockholders' deficit:
   9% cumulative convertible preferred stock at liquidation value ...........................           427            427
   Common stock, $.10 par value, 25,000,000 shares authorized (22,084,694 shares issued at
      September 30, 2003 and December 31, 2002) .............................................         2,208          2,208
   Capital in excess of par value ...........................................................       162,616        165,195
   Accumulated other comprehensive deficit ..................................................       (11,624)       (11,597)
   Accumulated deficit ......................................................................      (899,097)      (890,221)
                                                                                                  ---------      ---------
                                                                                                   (745,470)      (733,988)

   Treasury stock, at cost (11,115,251 shares at September 30, 2003 and 7,963,203
      December 31, 2002) ....................................................................       (93,767)       (94,574)
   Receivable from stockholders .............................................................          (501)          (553)
                                                                                                  ---------      ---------
      Total stockholders' deficit ...........................................................      (839,738)      (829,115)
                                                                                                  ---------      ---------

        Total liabilities and stockholders' deficit .........................................     $ 105,128      $ 183,121
                                                                                                  =========      =========
</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                       2
<PAGE>

                     THE ALPINE GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                                                                      SEPTEMBER 30,
                                                                                  2003            2002
                                                                                ---------       ---------
<S>                                                                             <C>             <C>
Net sales ...............................................................       $ 76,204        $ 368,186
Cost of goods sold ......................................................         68,772          322,349
                                                                                --------        ---------

   Gross profit .........................................................          7,432           45,837
Selling, general and administrative expenses ............................          8,954           38,572
Restructuring and other charges .........................................          3,348            1,077
Impairment charges ......................................................             --          114,497
                                                                                --------        ---------
   Operating loss .......................................................         (4,870)        (108,309)
Interest expense ........................................................           (668)         (30,111)
Gain (loss) on investment in securities .................................             --           (1,589)
Other income (expense), net .............................................          1,795             (466)
                                                                                --------        ---------
   Loss before income taxes, distributions on preferred securities
      of subsidiary trust, minority interest
      and equity in earnings of affiliate ...............................         (3,743)        (140,475)
Income tax benefit ......................................................          1,398           48,167
                                                                                --------        ---------
   Loss before distributions on preferred securities of subsidiary trust,
      minority interest and equity in earnings of affiliate .............         (2,345)         (92,308)
Distributions on preferred securities of subsidiary trust ...............             --           (4,172)
                                                                                --------        ---------
   Loss before minority interest and equity in earnings of affiliate ....         (2,345)         (96,480)
Minority interest in losses of subsidiaries .............................             --            1,111
Equity in loss of affiliate .............................................           (353)              --
                                                                                --------        ---------
Net loss ................................................................         (2,698)         (95,369)
Preferred stock dividends ...............................................            (71)              (9)
                                                                                --------        ---------
   Net loss applicable to common stock ..................................       $ (2,769)       $ (95,378)
                                                                                ========        =========

Net loss per share of common stock--basic and diluted ...................       $  (0.21)       $   (6.41)
                                                                                ========        =========

Weighted average shares outstanding--basic and diluted ..................         13,023           14,882
                                                                                ========        =========
</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                       3
<PAGE>

                     THE ALPINE GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                           NINE MONTHS ENDED
                                                                                                              SEPTEMBER 30,
                                                                                                          2003            2002
                                                                                                        ---------      -----------
<S>                                                                                                     <C>            <C>
Net sales ...........................................................................................   $ 261,009      $ 1,136,761
Cost of goods sold ..................................................................................     234,554          996,343
                                                                                                        ---------      -----------

   Gross profit .....................................................................................      26,455          140,418
Selling, general and administrative expenses ........................................................      31,281          113,870
Restructuring and other charges .....................................................................       8,324           34,156
Impairment charges ..................................................................................          --          114,497
                                                                                                        ---------      -----------
   Operating loss ...................................................................................     (13,150)        (122,105)
Interest expense ....................................................................................      (2,679)         (83,321)
Gain (loss) on investment in securities .............................................................          --           (4,085)
Other income (expense), net .........................................................................       1,749              435
                                                                                                        ---------      -----------
   Loss before income taxes, distributions on preferred securities of subsidiary
      trust,  minority interest,  equity in earnings of affiliate and cumulative
      effect of accounting change for
      goodwill impairment ...........................................................................     (14,080)        (209,076)
Income tax benefit ..................................................................................       5,380           76,976
                                                                                                        ---------      -----------

   Loss before distributions on preferred securities of subsidiary trust, minority interest, equity .      (8,700)        (132,100)
      in earnings of affiliate and cumulative effect of accounting change for goodwill impairment

Distributions on preferred securities of subsidiary trust ...........................................          --          (12,395)
                                                                                                        ---------      -----------
   Loss before minority interest, equity in earnings of affiliate and cumulative effect of accounting      (8,700)        (144,495)
      change for goodwill impairment
Minority interest in losses of subsidiaries .........................................................          --            3,035
Equity in loss of affiliate .........................................................................         (86)              --
                                                                                                        ---------      -----------
   Loss before cumulative effect of accounting change for goodwill impairment .......................      (8,786)        (141,460)
Cumulative effect of accounting change for goodwill impairment, net of minority interest ............          --         (388,086)
                                                                                                        ---------      -----------

Net loss ............................................................................................      (8,786)        (529,546)
Preferred stock dividends ...........................................................................         (90)             (28)
                                                                                                        ---------      -----------

   Net loss applicable to common stock ..............................................................   $  (8,876)     $  (529,574)
                                                                                                        =========      ===========

   Net loss per share of common stock-basic and diluted:
      Loss before cumulative effect of accounting change for goodwill impairment ....................   $   (0.62)     $     (9.55)
      Cumulative effect of accounting change for goodwill impairment ................................          --           (26.17)
                                                                                                        ---------      -----------
        Net loss--basic and diluted .................................................................   $   (0.62)     $    (35.72)
                                                                                                        =========      ===========

Weighted average shares outstanding--basic and diluted ..............................................      14,354           14,827
                                                                                                        =========      ===========
</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                       4
<PAGE>

                     THE ALPINE GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     NINE MONTHS ENDED
                                                                     SEPTEMBER 30, 2003
                                                                    SHARES         AMOUNT
                                                                  ----------      --------
<S>                                                               <C>             <C>
9% cumulative convertible preferred stock:
   Balance at beginning of period .........................              427      $    427
      Balance at end of period ............................              427           427
                                                                  ----------      --------

Common stock:
   Balance at beginning of period .........................       22,084,694         2,208
      Balance at end of period ............................       22,084,694         2,208
                                                                  ----------      --------

Capital in excess of par value:
   Balance at beginning of period .........................                        165,195
   Stock grants ...........................................                         (3,782)
   Beneficial conversion feature on preferred stock .......                          1,203
                                                                                  --------

      Balance at end of period ............................                        162,616
                                                                                  --------

Accumulated other comprehensive deficit:
   Balance at beginning of period .........................                        (11,597)
   Foreign currency translation adjustment ................                             (8)
   Change in unrealized gains on securities, net of tax ...                            (19)
                                                                                  --------

      Balance at end of period ............................                        (11,624)
                                                                                  --------

Accumulated deficit:
   Balance at beginning of period .........................                       (890,221)
   Net loss ...............................................                         (8,786)
   Dividends on preferred stock ...........................                            (90)
                                                                                  --------

      Balance at end of period ............................                       (899,097)
                                                                                  --------

Treasury stock:
   Balance at beginning of period .........................       (7,963,203)      (94,574)
   Exchange offering ......................................       (3,479,656)       (2,959)
   Stock options and grants ...............................          327,608         3,766
                                                                  ----------      --------

      Balance at end of period ............................      (11,115,251)      (93,767)
                                                                  ----------      --------

Receivable from stockholders:
   Balance at beginning of period .........................                           (553)
   Compensation expense related to stock options and grants                             52
                                                                                  --------

      Balance at end of period ............................                           (501)
                                                                                  --------

Total stockholders' deficit ...............................                     $ (839,738)
                                                                                ==========
</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                       5
<PAGE>

                     THE ALPINE GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                           NINE MONTHS ENDED
                                                                                                              SEPTEMBER 30,
                                                                                                          2003           2002
                                                                                                        --------      ---------
<S>                                                                                                     <C>           <C>
Cash flows from operating activities:
   Loss before cumulative effect of accounting change for goodwill impairment .....................     $ (8,786)     $(141,460)
                                                                                                        --------      ---------
   Adjustments to reconcile loss before cumulative effect of accounting change to net cash provided
      by (used for) operating activities:
      Depreciation and amortization ...............................................................          798         35,051
      Deferred distributions on Trust Convertible Preferred Securities ............................           --         11,486
      Loss (gain) on investment in securities .....................................................          (81)         4,085
      Gain on sale of fixed assets ................................................................       (1,634)
      Amortization of deferred debt issuance costs and accretion of debt discount .................          454         11,536
      Gain on early extinguishment of debt ........................................................           --         (2,222)
      Interest costs satisfied by payment-in-kind notes ...........................................           --         14,172
      Write-down of idled property, plant and equipment ...........................................           --         18,279
      Impairment charge on long-lived assets to be sold ...........................................           --        114,497
      Gain on settlement of derivatives ...........................................................           --           (917)
      Compensation expense related to stock options and grants ....................................           36          1,455
      Minority interest in losses of subsidiary ...................................................           --         (3,035)
      Equity in loss of affiliates ................................................................           86             --
      Change in assets and liabilities:
        Accounts receivable, net ..................................................................       25,792        (12,219)
        Inventories, net ..........................................................................       42,685         36,809
        Other current and non-current assets ......................................................        5,858        (14,567)
        Accounts payable and accrued expenses .....................................................       (8,258)       (33,414)
        Deferred and current income taxes .........................................................       (7,334)       (46,456)
        Other, net ................................................................................           77         (6,796)
                                                                                                        --------      ---------

Cash flows provided by (used for) operating activities ............................................       49,693        (13,716)
                                                                                                        --------      ---------
Cash flows from investing activities:
   Capital expenditures ...........................................................................       (6,829)        (7,536)
   Proceeds from sale of investment ...............................................................        1,296         23,530
   Proceeds from sale of assets ...................................................................        6,429             --
   Superior Israel customer loans .................................................................           --          6,156
   Restricted cash ................................................................................           --          3,835
   Other ..........................................................................................           --            271
                                                                                                        --------      ---------

Cash flows provided by investing activities .......................................................          896         26,256
                                                                                                        --------      ---------
Cash flows from financing activities:
   Borrowings (repayments) under revolving credit facilities, net .................................      (55,598)        14,600
   Short-term borrowings, net .....................................................................           --         12,586
   Repayments of long-term borrowings .............................................................       (2,160)       (61,107)
   Long-term borrowings ...........................................................................           --          1,475
   Debt issuance and amendment costs ..............................................................         (150)        (3,939)
   Issue of preferred stock, net ..................................................................        3,149             --
   Purchase of treasury shares ....................................................................           (5)           (76)
   Other, net .....................................................................................          (90)        (1,011)
                                                                                                        --------      ---------

Cash flows used for financing activities ..........................................................      (54,854)       (37,472)
Effect of exchange rate on cash ...................................................................           --            385
Net increase (decrease) in cash and cash equivalents ..............................................       (4,265)       (24,547)
Cash and cash equivalents at beginning of period ..................................................        8,139         52,534
                                                                                                        --------      ---------

Cash and cash equivalents at end of period ........................................................     $  3,874      $  27,987
                                                                                                        ========      =========

Supplemental disclosures:
   Cash paid for interest .........................................................................     $  2,501      $  67,320
   Cash received for income taxes, net ............................................................     $ (1,385)     $ (21,547)
</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                       6
<PAGE>

                     THE ALPINE GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

1. GENERAL

         BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
include the accounts of The Alpine Group, Inc. and its consolidated subsidiaries
(collectively,   unless  the  context  otherwise   requires,   "Alpine"  or  the
"Company").

         Prior  to  December  11,   2002,   Alpine's   operations   include  the
consolidated  results of its then controlled  subsidiary  Superior  TeleCom Inc.
("Superior") and Superior's then majority-owned  subsidiary Superior Cables Ltd.
("Superior  Israel").  As a result of the vesting of certain Superior restricted
stock  arrangements  in 2002,  Alpine's  common  equity  ownership  in  Superior
declined from 50.2% at December 31, 2001 to 48.9%.  Notwithstanding  the decline
in Alpine's  direct  equity  ownership  in Superior,  through  December 11, 2002
Alpine had a controlling  interest in Superior based on its additional  indirect
equity  ownership  position  (including  certain  common share voting  interests
controlled by Alpine).  In connection  with Alpine's  acquisition  of Superior's
electrical    wire   business   and   DNE   Systems   Inc.   (the    "Electrical
Acquisition")--(see  Note 2), certain changes were made with respect to Alpine's
indirect  voting  interests  such that  Alpine no  longer  controlled  Superior.
Additionally, Alpine acquired approximately 47% of Superior Israel from Superior
as part of the Electrical Acquisition.  Accordingly, effective for periods after
December 11, 2002,  Superior and  Superior  Israel are  accounted  for under the
equity method and are no longer consolidated with Alpine.

         As a result of the net losses  incurred  by  Superior  in 2002,  Alpine
recorded  losses in excess  of its  investment  in  Superior  of $865.9  million
through December 11, 2002. This negative  investment is required under generally
accepted accounting  principles to be reflected in Alpine's consolidated balance
sheet.

         On March 3, 2003,  Superior and its U.S.  subsidiaries  filed voluntary
petitions for relief under Chapter 11 of the United States  Bankruptcy  Code. As
part of the Chapter 11  proceedings,  Superior  filed its original Joint Plan of
Reorganization  on July 30, 2003. On August 28, 2003,  Superior filed an amended
Joint Plan of Reorganization and disclosure  statement (the "Amended Plan"). The
Amended Plan, was confirmed by order of the Bankruptcy Court on October 22, 2003
and was  consummated  on November  10, , 2003.  The Amended Plan  cancelled  all
equity and debt  interests  held in Superior by, and  otherwise  provides for no
distribution  to Alpine,  thereby  eliminating  Alpine's  entire  investment  in
Superior. Accordingly, during the fourth quarter of 2003 the historical negative
investment in Superior will be eliminated from Alpine's  balance sheet resulting
in a gain of $865.9 million,  less  approximately  $12 million of Deferred Other
Comprehensive Deficit related to Superior.

         GOODWILL

         The  Company  adopted  Statement  of  Financial   Accounting  Standards
("SFAS") No. 142,  "Goodwill and Other Intangible  Assets"  effective January 1,
2002. SFAS No. 142 required that the  amortization of goodwill and certain other
intangible  assets  cease as of  January 1, 2002 and that the  related  recorded
value of goodwill be allocated to the identified  reporting units of the Company
and its  consolidated  subsidiaries  (in this case,  Superior)  and be  reviewed
annually for impairment.

         The transitional  rules for implementing  SFAS No. 142 provided that an
initial assessment as to whether there was an implied impairment to the carrying
value of goodwill was to be completed  within six months of adoption of SFAS No.
142, with the final determination of goodwill impairment completed by the end of
2002.  SFAS No. 142  required  any goodwill  impairment  resulting  from initial
application to be reflected through a charge to income as a cumulative effect of
an accounting change, as of January 1, 2002.

                                       7
<PAGE>


1. GENERAL (CONTINUED)

         Superior completed its determination of initial goodwill  impairment in
August 2002 and recorded a non-cash  goodwill  impairment charge of $424 million
including $166 million related to Superior's Electrical segment and $258 million
related to Superior's  original  equipment  manufacturers  ("OEM") segment.  The
goodwill impairment charge at Superior was recorded  retroactively to January 1,
2002 as a cumulative  effect of  accounting  change for goodwill  impairment  in
accordance   with  SFAS  No.   142.   Additionally,   as  a  result  of  initial
implementation,  Alpine  recorded  a further  goodwill  impairment  charge of $3
million  relating to  additional  goodwill  associated  with its  investment  in
Superior.  The cumulative  effect of the  accounting  change as presented in the
accompanying  statement of  operations  for the nine months ended  September 30,
2002 is summarized as follows (millions):

<TABLE>
<CAPTION>
<S>                                                                <C>
Superior's goodwill impairment loss..............................     $424
Additional goodwill impairment recorded by Alpine................        3
Less: Impairment allocable to Superior's minority interest.......      (39)
                                                                   --------
                                                                      $388
                                                                   ========
</TABLE>

         The remaining  goodwill was written off as being impaired in the fourth
quarter of 2002 and there was no goodwill remaining as of September 30, 2003.

         STOCK-BASED COMPENSATION PLANS

         The Company  applies the  intrinsic-value  based  method of  accounting
prescribed by Accounting  Principles Board (APB) Opinion No. 25,  Accounting for
Stock  Issued  to  Employees,   and  related   interpretations   including  FASB
Interpretation  No. 44,  Accounting  for Certain  Transactions  involving  Stock
Compensation,  an interpretation of APB Opinion No. 25, issued in March 2000, to
account for its stock-based compensation plans. Under this method,  compensation
expense is recorded on the date of grant only if the current market price of the
underlying  stock  exceeded the exercise  price.  SFAS No. 123,  Accounting  for
Stock-Based  Compensation,  established  accounting and disclosure  requirements
using  a  fair-value  based  method  of  accounting  for  stock-based   employee
compensation  plans.  As allowed by SFAS No.  123,  the  Company  has elected to
continue  to apply the  intrinsic-value  based  method of  accounting  described
above, and has adopted only the disclosure  requirements of SFAS No. 123 and 148
Accounting for Stock-Based Compensation - Transition and Disclosure an amendment
of FASB  statement No. 123. The following  table  illustrates  the effect on net
loss if the fair value  based  method had been  applied to all  outstanding  and
unvested awards in each period (in thousands, except per share amounts).

<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED
                                                                                       SEPTEMBER 30,
                                                                                    2003          2002
                                                                                   -------      --------
<S>                                                                                <C>          <C>
Net loss, as reported ........................................................     $(2,698)      (95,369)
Add /(deduct) stock-based employee compensation (income) / expense included in
   reported net loss, net of tax .............................................        (253)          462
(Deduct) / add total stock-based employee compensation income / (expense)
   determined under fair value based method for all awards, net of related tax
   effects ...................................................................         172          (762)
                                                                                   -------      --------

Pro forma net loss ...........................................................     $(2,779)     $(95,669)
                                                                                   =======      ========

Net loss per share:
   Basic and diluted--as reported ............................................     $ (0.21)     $  (6.41)
   Basic and diluted--pro forma ..............................................     $ (0.21)     $  (6.43)
</TABLE>

                                       8
<PAGE>

1. GENERAL (CONTINUED)

<TABLE>
<CAPTION>
                                                                                    NINE MONTHS ENDED
                                                                                      SEPTEMBER 30,
                                                                                   2003         2002
                                                                                 -------      ---------
<S>                                                                              <C>          <C>
Net loss, as reported ......................................................     $(8,786)     $(529,546)
Add / (deduct) stock-based employee compensation (income) / expense included
   in reported net loss, net of tax ........................................         (10)         1,399
Deduct total stock-based employee compensation expense determined under fair
   value based method for all awards, net of related tax effects ...........         155         (2,368)
                                                                                 -------      ---------

Pro forma net loss .........................................................     $(8,951)     $(530,515)
                                                                                 =======      =========

Net loss per share:
   Basic and diluted--as reported ..........................................     $ (0.61)     $  (35.72)
   Basic and diluted--pro forma ............................................     $ (0.62)     $  (35.78)
</TABLE>


         The effects of applying  SFAS No. 123 in the pro forma  disclosure  are
not necessarily  indicative of future amounts, since the estimated fair value of
stock  options is amortized to expense  over the vesting  period and  additional
options  may be granted in future  years.  The fair value for these  options was
estimated at the date of grant using the Black-Scholes option-pricing model with
the following  weighted-average  assumptions for the nine months ended September
30, 2003 and 2002, respectively:  dividend yield of 0% for each period; expected
volatility of 99% for each period,  risk-free interest rate of 1.8% and 2.8% and
expected life of four years and five years.  The weighted average per share fair
value of options granted (using the Black-Scholes  option-pricing model) for the
nine months ended September 30, 2003 and 2002 was $0.52 and $0.99, respectively.

         During the nine months  ended  September  30, 2003,  approximately  1.4
million stock options and 0.4 million shares of restricted stock were granted to
directors and certain employees and approximately 2.4 million stock options were
cancelled or  forfeited.  As of September  30, 2003 there were 1.9 million stock
options outstanding.

         Included in treasury  stock shares at  September  30, 2003 and December
31, 2002 are 1,069,110 and 805,783  shares of stock,  respectively,  issued upon
the exercise of stock  options or in connection  with deferred  stock awards and
held in irrevocable  grantor trusts in connection  with a deferred stock account
plan sponsored by the Company.

         NEW ACCOUNTING STANDARDS

         The Company  adopted  SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations" effective January 1, 2003. SFAS No. 143 requires entities to record
the fair value of a liability for an asset  retirement  obligation in the period
in which it is incurred.  When the liability is initially  recorded,  the entity
capitalizes the cost by increasing the carrying amount of the related long-lived
asset. Over time, the liability is accreted to its present value each period and
the capitalized  cost is depreciated  over the useful life of the related asset.
Upon  settlement of the liability,  the entity either settles the obligation for
the amount  recorded or incurs a gain or loss.  The adoption of SFAS No. 143 did
not have a material impact on the results of operations or financial position of
the Company.

         The Company adopted SFAS No. 145,  Rescission of FASB Statements No. 4,
44 and 64,  Amendment  of FASB  Statement  No.  13,  and  Technical  Corrections
effective  January 1, 2003. SFAS No. 145 amends  existing  guidance to eliminate
the requirement  that gains and losses on early  extinguishment  of debt must be
classified as extraordinary  items and permits such  classification  only if the
debt  extinguishment  meets the criteria for  classification as an extraordinary
item under APB Opinion No. 30,  Reporting  the Results of  Operations--Reporting
the Effects of Disposal of a Segment of a Business,  and Extraordinary,  Unusual
and  Infrequently  Occurring Events and  Transactions.  SFAS No. 145 also amends
SFAS No. 13 to require sale-leaseback accounting for certain lease modifications
that have economic effects similar to sale-leaseback  transactions.  As a result
of the  adoption  of SFAS No.  145,  the Company  reclassified  to other  income
(expense) a $2.2 million  gain on the early  extinguishment  of debt  previously
recognized as an extraordinary item in the Company's  consolidated  statement of
operations for the nine months ended September 30, 2002.

                                       9
<PAGE>


1. GENERAL (CONTINUED)

         The Company adopted SFAS No. 146,  Accounting for Costs Associated with
Exit or Disposal  Activities  effective  January 1, 2003. SFAS No. 146 addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity.  The  provisions of this  Statement are effective for exit or disposal
activities that are initiated after December 31, 2002. The  restructuring  costs
incurred  during the three and nine months  ended  September  30, 2003 have been
accounted for in accordance with SFAS No. 146.

         In May 2003,  the FASB  issued  SFAS No.  150,  Accounting  for Certain
Financial  Instruments with Characteristics of Both Liabilities and Equity. SFAS
No. 150 established  standards for how an issuer classifies and measures certain
financial  instruments with  characteristics of both liabilities and equity, and
imposes certain additional disclosure  requirements.  The provisions of SFAS No.
150 are  generally  effective  for all  financial  instruments  entered  into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. SFAS No. 150 did not have a
significant effect on the consolidated financial statements of the Company.

         The Company adopted FASB Interpretation No. 45, Guarantor's  Accounting
and Disclosure  Requirements for Guarantees,  Including  Indirect  Guarantees of
Indebtedness to Others,  an  interpretation of FASB Statements No. 5, 57 and 107
and a rescission of FASB  Interpretation  No. 34 effective January 1, 2003. This
Interpretation  elaborates on the  disclosures  to be made by a guarantor in its
interim and annual financial  statements about its obligations  under guarantees
issued.  The  Interpretation  also  clarifies  that a  guarantor  is required to
recognize,  at inception of a guarantee,  a liability  for the fair value of the
obligation undertaken. The initial recognition and measurement provisions of the
Interpretation  are  applicable to guarantees  issued or modified after December
31, 2002. Implementation of Interpretation No. 45 did not have a material effect
on the Company's financial statements. The Company historically has been a party
to a guaranty of  Superior's  obligations  under a capital lease with respect to
one of Superior's  manufacturing  facilities.  The lease currently  provides for
monthly payments of $56,000 subject to tri-annual adjustments for changes in the
consumer  price  index.  The  initial  lease term  expires in 2018.  The Company
believes the facility and underlying  lease are valuable  assets of Superior and
it is anticipated that incident to its  reorganization  Superior will assume the
lease and perform as tenant thereunder.

         In January 2003, the FASB issued FIN No. 46  Consolidation  of Variable
Interest  Entities FIN 46 requires that  companies  that control  another entity
through interests other than voting interests should  consolidate the controlled
entity. FIN 46 is effective for variable interest entities created after January
31, 2003 and to any variable  interest  entities in which the Company obtains an
interest  after that date.  FIN 46 is effective  for the first interim or annual
periods ending after December 15, 2003 for variable  interest  entities in which
the Company held a variable  interest that is acquired  before February 1, 2003.
This  pronouncement  has no impact on the Company's  financial  statements  with
respect to variable  interest  entities  created  after  February  1, 2003.  The
company has not  completed  its  evaluation  of the impact,  if any,  that might
result from variable entities created prior to February 1, 2003.

         DERIVATIVES

         The cost of copper,  the Company's most  significant raw material,  has
been  subject  to  significant  volatility  over  the  past  several  years.  In
anticipation of a significant reduction in inventory levels in 2003, the Company
entered  into  copper  futures  sales  contracts  to  minimize  the  price  risk
associated  with  declining  copper costs.  At September 30, 2003,  future sales
contracts for 8.5 million  pounds of copper,  or $6.7 million were  outstanding,
with a mark-to-market loss of $0.2 million, which has been recorded to earnings.
These future  contracts were liquidated in  October 2003 since inventory  levels
at year-end  are not  projected to decline  below the September 30, 2003 levels.

2. ELECTRICAL ACQUISITION

         On December 11,  2002,  Alpine,  through  Alpine  Holdco Inc.  ("Alpine
Holdco"), a wholly-owned subsidiary of Alpine, acquired the following assets and
securities  from Superior and its  subsidiaries:  (1)  substantially  all of the
assets,  subject  to  related  accounts  payable  and  accrued  liabilities,  of
Superior's  electrical  wire business,  which is currently owned and operated by
Essex Electric Inc.  ("Essex  Electric"),  a  wholly-owned  subsidiary of Alpine
Holdco; (2) all of the outstanding shares of capital stock of DNE Systems,  Inc.
("DNE"), a manufacturer of multiplexers and other  communications and electronic
products;  and (3) all of the  outstanding  shares of capital stock of Texas SUT
Inc. and Superior Cable Holdings (1997) Ltd., which together owned approximately
47% of Superior  Israel,  the largest  Israeli-based  producer of wire and cable
products.  This acquisition is referred to as the "Electrical  Acquisition." The
aggregate purchase price was approximately $87.4 million in cash (including $2.5
million of  out-of-pocket  costs) plus the  issuance of a warrant to Superior to
purchase  19.9% of the  common  stock of Essex  Electric  (the  "Warrant").  The
warrant is only exercisable  during the 30 day period prior to its expiration on
December  11,  2007  or  upon  the  earlier   occurrence  of  certain  specified
transactions.  The total exercise price is $0.6 million.  The warrant was valued
at $1 million based upon a  Black-Scholes  option pricing model.  The portion of
the Electrical

                                       10
<PAGE>


2. ELECTRICAL ACQUISITION (Continued)

Acquisition  attributable  to  the  non-controlling  interest  in  Superior  was
accounted for as a purchase and Alpine's  consolidated  financial statements for
periods  subsequent to the  acquisition  date reflect the pro rata allocation of
the purchase  price.  Assets  acquired and  liabilities  assumed with respect to
Alpine's  48.9%  interest in Superior  were  recorded at their  historical  cost
basis.

         On September 30, 2003, Alpine Holdco purchased 681 additional shares of
Essex Electric.  In October 2003,  Superior Telecom Inc.  exercised their rights
under the Warrant and related securityholders agreement and purchased 169 shares
of Essex Electric for $0.5 million.

         In connection  with the Electrical  Acquisition,  Alpine Holdco,  Essex
Electric and Superior entered into a Supply and Transitional  Services Agreement
(the "Supply  Agreement").  Under the Supply  Agreement,  Essex Electric,  among
other things,  agreed to purchase from Superior certain specified  quantities of
its  overall  requirements  of copper  rod.  The  purchase  price for copper rod
specified  in the Supply  Agreement is based on the COMEX price plus an adder to
reflect  conversion  to  copper  rod.  The  costs of  freight  are paid by Essex
Electric.  The Supply  Agreement also states that Superior will provide  certain
administrative  services to Essex Electric,  including  accounting,  legal, risk
management, personnel, data processing, and employee relations services. Charges
for these services are generally  based on actual usage or an allocated  portion
of the total cost to Superior.  The total cost of copper rod purchased under the
Supply  Agreement  was  $24.1  million  and  $83.6  million  and  the  cost  for
administrative services was $1.0 million and $3.6 million, respectively, for the
three and nine months ended  September 30, 2003. On November 7, 2003, the Supply
Agreement  was  replaced by a new  agreement  among the parties (the "New Supply
Agreement") which provides for the supply by Superior of copper rod for 2004 and
data processing services and certain other  administrative  services until fully
transitioned to Alpine Holdco.  The New Supply Agreement expires on December 31,
2004 but may be terminated at any time prior to that by mutual consent of Alpine
and Superior.  Additionally, the parties may terminate various services provided
for under  the New  Supply  Agreement  upon  certain  prior  notice as  provided
therein.  Superior may  terminate its  obligations  to supply copper rod upon 30
days  notice  given to Essex  Electric  any time after  January 1, 2004 if Essex
Electric has purchased less than certain minimum  quantities of copper rod for a
quarter as specified in the New Supply Agreement.

         In anticipation of the Electrical  Acquisition,  Superior evaluated for
impairment  the  long-lived  assets of its  Electrical  wire  business,  DNE and
Superior  Israel as of September 30, 2002 pursuant to SFAS No. 144,  "Accounting
for the Impairment or Disposal of Long-Lived  Assets".  In accordance  with SFAS
No. 144, such impairment test was based on probability weighted estimated future
cash  flows  related  to such  assets  including  assessment  of  cash  proceeds
associated with the proposed sale to Alpine of the Electrical wire business, DNE
and  Superior's  investment  in  Superior  Israel.  As a result of such  review,
Superior  determined  that identified  long-lived  assets of the Electrical wire
business and Superior Israel were impaired and accordingly, Superior reflected a
pre-tax charge,  principally related to the Electrical wire business,  of $114.5
million during the three months ended September 30, 2002.  Superior's impairment
charge was fully recognized (without allocating any of the loss  proportionately
to minority  interest) in Alpine's  consolidated  income  statement  and balance
sheet for the quarter ended September 30, 2002.

3. ASSET SALES

         In February  2003,  the Company  sold its plant in  Lafayette,  Indiana
together with the related equipment and inventory which comprised  substantially
all of its industrial wire business.  The total purchase price was approximately
$12.6  million in cash  which  approximated  the book value of the assets  sold.
Additionally,  in connection with this sale, the Company is leasing its Orleans,
Indiana  plant to the  purchaser  for an annual  rental of  $350,000.  The lease
expires in February 2004, after which time the Orleans facility will be held for
sale by the Company.

         In September  2003,  the Company sold its plant in Anaheim,  California
subject to a leaseback  arrangement  which,  at the company's  option may extend
through  December 31, 2004.  The total gain on the sale was $2.6  million,  $1.7
million  of which was  recognized  in the third  quarter  and $0.9  million  was
deferred and will be amortized over the leaseback period.

                                       11
<PAGE>


4. INVENTORIES

         At  September  30,  2003 and  December  31,  2002,  the  components  of
inventories were as follows:

<TABLE>
<CAPTION>
                                                 SEPTEMBER 30,         DECEMBER 31,
                                                     2003                  2002
                                                   --------              -------
                                                           (IN THOUSANDS)
<S>                                                <C>                   <C>
Raw materials ........................             $  5,218              $ 4,933
Work in process ......................                7,489               10,167
Finished goods .......................               28,848               66,098
                                                   --------              -------

                                                     41,555               81,198
LIFO reserve .........................               (3,042)                  --
                                                   --------              -------
                                                   $ 38,513              $81,198
                                                   ========              =======
</TABLE>

         Inventories  valued using the LIFO method amounted to $32.7million  and
$74.1 million at September 30, 2003 and December 31, 2002, respectively.

5. COMPREHENSIVE LOSS

         The  components  of  comprehensive  loss for the three and nine  months
ended September 30, 2003 and 2002 were as follows:

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                    SEPTEMBER 30,
                                                                2003             2002
                                                              ---------        ---------
                                                                   (IN THOUSANDS)
<S>                                                         <C>          <C>
Net loss ..............................................       $  (2,698)       $ (95,369)
                                                              ---------        ---------
Foreign currency translation adjustment ...............              --           (2,258)
Change in unrealized gains (losses) on derivatives, net              --           (2,852)
Realized losses on securities, net of tax .............              --              953
Change in unrealized losses on securities, net of tax .              --             (953)
                                                              ---------        ---------
Comprehensive loss ....................................       $  (2,698)       $(100,479)
                                                              =========        =========
</TABLE>

<TABLE>
<CAPTION>
                                                                  NINE MONTHS ENDED
                                                                     SEPTEMBER 30,
                                                                2003              2002
                                                              ---------        ---------
                                                                    (IN THOUSANDS)
<S>                                                           <C>              <C>
Net loss ..............................................       $  (8,786)       $(529,546)
                                                              ---------        ---------
Foreign currency translation adjustment ...............              (8)            (222)
Change in unrealized gains (losses) on derivatives, net              --           (2,722)
Realized losses on securities, net of tax .............              --            4,277
Change in unrealized losses on securities, net of tax .             (19)          (4,277)
                                                              ---------        ---------
Comprehensive loss ....................................       $  (8,813)       $(532,490)
                                                              =========        =========
</TABLE>

         The components of accumulated other comprehensive  deficit at September
30, 2003 and December 31, 2002 were as follows:

                                       12
<PAGE>


5. COMPREHENSIVE LOSS (CONTINUED)

<TABLE>
<CAPTION>
                                                     SEPTEMBER 30,    DECEMBER 31,
                                                         2003            2002
                                                       --------        --------
                                                            (IN THOUSANDS)
<S>                                                    <C>             <C>
Foreign currency translation adjustment ........       $ (4,030)       $ (4,022)
                                                       --------        --------
Additional minimum pension liability ...........         (7,594)         (7,594)
Other ..........................................             --              19
                                                       --------        --------
                                                       $(11,624)       $(11,597)
                                                       ========        ========
</TABLE>


6. RESTRUCTURING AND OTHER CHARGES

         During the three and nine month  periods  ended  September 30, 2003 the
company recorded $3.3 and $8.3 million,  respectively of restructuring and other
charges.  Charges for the three months ended  September  30, 2003  included $1.3
million related to relocation and installation of certain  equipment from closed
facilities into the Florence,  AL manufacturing  location.  Also incurred during
the third quarter 2003 were costs associated with winding-down the Sikeston,  MO
operation,  starting up new  manufacturing  processes at Florence and freight to
relocate  displaced  products totaling $1.5 million.  The remaining $0.5 million
was for costs  related to wind-down of other  facilities  previously  closed and
other miscellaneous expenses related to the Company's restructuring.

The nine month charges include the aforementioned  charges in the third quarter,
as well as approximately  $0.7 and $0.3 million of employee  severance costs and
facility exist costs, respectively, related to the sale of the assets comprising
the Company's industrial wire business (see Note 3). Other major charges for the
year include $0.9 million related to the closure of the Company's St. Joseph, MO
regional  distribution center,  including the buyout of the lease obligation and
employee severance.  The remainder of the year-to-date charges consist primarily
of employee severance costs related to discontinued operations at Columbia City,
IN, and Sikeston, MO and the reduction of Essex Electric administrative staff.

         The following table illustrates the restructuring  reserve and the 2003
related activities:


<TABLE>
<CAPTION>
                                                  DECEMBER 31,                              SEPTEMBER 30,
                                                     2002        CHARGES       PAYMENTS         2003
                                                   -------       -------        -------        -------
                                                                    (IN THOUSANDS)
<S>                                                <C>           <C>            <C>            <C>
Employee severance .........................       $ 1,227       $ 2,464        $(3,249)       $   442
Facility exit costs ........................           200         3,386         (3,406)           180
Equipment and inventory relocation costs and
   other costs .............................           -0-         2,474         (2,474)           -0-
                                                   -------       -------        -------        -------
                                                   $ 1,427       $ 8,324        $(9,129)       $   622
                                                   =======       =======        =======        =======
</TABLE>


         During the nine months  ended  September  30, 2002,  Superior  recorded
restructuring  and other charges of $32.8 million  related to (i) the closure of
its  Communications   Group   Elizabethtown,   Kentucky  and  Winnipeg,   Canada
manufacturing facilities;  (ii) the closure of its OEM Group Rockford,  Illinois
manufacturing  facility;  (iii) the shutdown of its  Electrical  Group  Canadian
operations and (iv)  operational  restructuring  activities at Superior  Israel.
These actions were taken to more closely align  productive  capacity with market
demand  levels and to reduce  overall  manufacturing  costs.  The $32.8  million
charge  included  an $18.3  million  write-down  of idled  property,  plant  and
equipment,  $9.0 million of employee  separation costs and $5.5 million of other
facility  related  closure  costs.  Additionally,  during the nine months  ended
September  30, 2002,  Alpine  recorded  restructuring  and other charges of $1.4
million  related  to  certain   termination  and  retirement  benefits  paid  in
connection with Alpine's corporate administrative staffing reductions.

                                       13
<PAGE>


7. DEBT

         Long-term  debt  at  September  30,  2003  and  December  31,  2002  is
summarized as follows:

<TABLE>
<CAPTION>
                                                           SEPTEMBER 30,  DECEMBER 31,
                                                               2003           2002
                                                              -------       -------
                                                                  (IN THOUSANDS)
<S>                                                           <C>           <C>
Revolving credit facility .............................       $13,373       $68,971
6% junior subordinated notes, net of discount of $1,339         3,006            --
Other .................................................           943         3,066
                                                              -------       -------
                                                               17,322        72,037
Less current installments .............................           100         2,151
                                                              -------       -------

                                                              $17,222       $69,886
                                                              =======       =======
</TABLE>


         In  connection  with the  Electrical  Acquisition  (see Note 2), Alpine
Holdco entered into a Loan and Security Agreement (the "Loan Agreement"),  dated
as of December 11, 2002, by and among Alpine Holdco, Essex Electric, DNE and its
wholly-owned  subsidiaries,  DNE  Manufacturing  and  Service  Company  and  DNE
Technologies,   Inc.   (collectively   the   "Companies"),   certain   financial
institutions  party  thereto as  lenders,  Congress  Financial  Corporation,  as
documentation  agent,  and  Foothill  Capital   Corporation,   as  arranger  and
administrative agent. Following  consummation of the acquisition,  the borrowers
under the Loan  Agreement are Essex  Electric,  DNE  Manufacturing  and Services
Company and DNE Technologies, Inc.

         The terms of the Loan Agreement  provide for a maximum committed amount
of $100  million,  with  borrowing  availability  determined  by  reference to a
borrowing base.  Interest is payable monthly in cash in arrears and is based on,
at Alpine Holdco's  option,  LIBOR or prime rates plus a variable margin that is
subject to periodic  adjustment  based on utilization and on a ratio relating to
leverage  amounts.  The weighted average interest rate at September 30, 2003 and
December 31, 2002 was 4.35% and 5.02%,  respectively.  The Loan  Agreement  also
provides for  maintenance of financial  covenants and ratios relating to minimum
EBITDA and tangible net worth and restrictions on capital expenditures,  payment
of cash dividends and incurrence of indebtedness.  Outstanding obligations under
the Loan Agreement are guaranteed by DNE and are secured by a lien on all of the
Companies' tangible and intangible assets, other than the investment in Superior
Israel and certain equipment used by DNE in connection with its U.S.  government
contracts.  The  obligations  under the Loan  Agreement are without  recourse to
Alpine. The Loan Agreement matures in five years and the Companies may terminate
the Loan Agreement at any time upon 45 days' prior written notice and payment of
all outstanding borrowings, together with unpaid interest, and a termination fee
equal to 0.75% of the  maximum  committed  amount.  At any time after the second
anniversary  of the closing of the Loan  Agreement  the  Companies  may, upon 30
days' prior written notice,  permanently reduce the maximum  commitments without
penalty or premium. At September 30, 2003, outstanding borrowings under the Loan
Agreement  were $13.4 million and the Companies  had  $25.1million  of borrowing
availability.

         Alpine  Holdco has  implemented  restructuring  actions to  rationalize
manufacturing  capacity,  lower costs and reduce working capital.  These actions
are  expected  to result in  restructuring  costs of  approximately  $12 million
during 2003. These  restructuring  activities are anticipated to have a negative
impact on  operating  income  and,  as a result,  the  Company  amended the Loan
Agreement  in May 2003 to reflect  the  planned  restructuring  activities.  The
amended Loan  Agreement  permits  necessary  expenditures  and modifies  certain
financial  covenants to accommodate the impact of these  restructuring  actions.
Based on the terms of the amended Loan Agreement,  the Company  believes it will
comply with all financial covenants. The financial convenants expire at December
31,  2003.  The  Company  and the lender,  in the second  amendment  to the Loan
Agreement,  have agreed to  negotiate  new  covenants  for 2004 that reflect the
current reduced borrowing levels and forecasted operations of the Company.

                                       14
<PAGE>


7. DEBT (CONTINUED)

         On August 4, 2003,  the Company  completed  an exchange  offer  whereby
holders  of its  common  stock  exchanged  3,479,656  shares  for  $4.3  million
principal  amount of 6% Junior  Subordinated  Notes (the  "Subordinated  Notes")
issued by the Company plus a nominal amount of cash in lieu of fractional notes.
The  Subordinated  Notes were initially  recorded at an amount equal to the fair
value of the common stock  exchanged  resulting  in an initial  discount of $1.4
million.  The discount is being accreted over the term of the Subordinated Notes
using a level interest method.  The Subordinated Notes accrue interest at 6% per
annum  payable  in  cash   semiannually  each  December  31  and  June  30.  The
Subordinated Notes are the Company's general unsecured obligations  subordinated
and  subject  in right of payment to all of the  Company's  existing  and future
senior  indebtedness,  which excludes  trade  payables  incurred in the ordinary
course of business. The Company will be required to repay 1/8 of the outstanding
principal  amount of the  Subordinated  Notes  commencing  on June 30,  2007 and
semiannually thereafter, so that all of the Subordinated Notes will be repaid by
December 31, 2010.  The  Subordinated  Notes are  redeemable,  at the  Company's
option,  in whole at any time or in part  from  time to time,  at the  principal
amount to be redeemed plus accrued and unpaid interest thereon to the redemption
date,  together with a premium if the  Subordinated  Notes are redeemed prior to
2007.  In  addition,  the Company  must offer to redeem all of the  Subordinated
Notes at the  redemption  price  then in  effect  in the  event  of a change  of
control.  The  Subordinated  Notes were issued under an indenture which does not
subject the Company to any financial covenants.

8. SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK

         On June 23, 2003 the Company  completed  a private  placement  of 8,287
shares of a new issue of Series A Cumulative  Convertible  Preferred  Stock (the
"Series A Preferred Stock") to its directors and certain officers for a purchase
price of $380 per share, or an aggregate of approximately $3.1 million.  Holders
of the  Series A  Preferred  Stock are  entitled  to  receive,  when,  as and if
declared by the board of directors out of funds  legally  available for payment,
cash  dividends  at an annual  rate of $30.40 per share.  Each share of Series A
Preferred  Stock is  convertible  at the option of the holder into 691 shares of
Alpine  common  stock  from and  after  November  11,  2003;  provided  that the
purchasing  officers and directors have agreed not to convert until such time as
they are advised by the Company  that it has a sufficient  number of  authorized
but unissued  shares of common stock of the Company to permit such  conversion..
The Company  may cause  conversion  of the Series A Preferred  Stock into common
stock after the earlier of (i)  consummation  of the rights  offering  discussed
below,  and (ii) March 31, 2004, if the Company's common stock is then listed on
the New York Stock  Exchange or the American  Stock Exchange or is traded on the
Nasdaq  National  Market System and the average  closing price of a share of the
Company's  common  stock for any 20  consecutive  trading days equals or exceeds
300% of the  conversion  price then in effect.  The Series A Preferred  Stock is
subject to mandatory  redemption by the Company  ratably on the last day of each
quarter  during the  three-year  period  commencing  on December 31, 2009 at the
liquidation  value  of $380  per  share,  plus  accrued  and  unpaid  dividends.
Additionally, if the Company experiences a change in control it will, subject to
certain  limitations,  offer to redeem  the Series A  Preferred  Stock at a cash
price of $380 per share plus (i)  accrued and unpaid  dividends  and (ii) if the
change of control occurs prior to December 31, 2007, all dividends that would be
payable from the redemption date through December 31, 2007.

         Holders  of the Series A  Preferred  Stock are  entitled  to vote their
shares on an as-converted basis together with the Company's common stockholders.
In  addition,  the  Company  may not (a)  enter  into a  merger,  sale of all or
substantially all of its assets or similar  transaction  without the approval of
holders of at least a majority of the shares of Series A Preferred Stock, or (b)
alter or change the powers,  preferences or special rights  (including,  without
limitation,  those relating to dividends,  redemption,  conversion,  liquidation
preference or voting) of the shares of Series A Preferred  Stock so as to affect
them materially and adversely,  or issue any senior stock,  without the approval
of holders of at least a majority of the shares of Series A Preferred  Stock. In
the event of any  liquidation,  dissolution  or winding up of Alpine,  after the
payment of the liquidation preference in respect of any senior stock, holders of
the Series A Preferred Stock will be entitled to receive the  liquidation  price
of $380 per share plus an amount equal to (a) if the liquidation, dissolution or
winding up occurs  prior to  December  31,  2007,  all  dividends  that would be
payable on a share of Series A  Preferred  Stock  from the date of  liquidation,
dissolution  or winding up through  December  31,  2007 and (b) any  accrued and
unpaid dividends to the payment date,  before any payment is made to the holders
of common stock or any other junior securities, subject to certain exceptions.

         On November 10, 2003, the Company completed the sale of 9,977 shares of
Series A  Preferred  Stock  pursuant  to a rights  offering  to  holders  of the
Company's  common stock.  Holders of the  Company's  common stock were offered a
right to purchase  one share of Series A Preferred  Stock at a price of $380 per
share for each 500 shares of common stock held on September 29, 2003.  The terms
of the Series A Preferred  Stock are the same as that  purchased by the officers
and  directors in the private  placement  discussed in the  preceding  paragraph
except  that the  purchased  shares of Series A  Preferred  stock are  currently
convertible. Total proceeds received from the sale were $3.8 million.

                                       15
<PAGE>


9. LOSS PER SHARE

         The  computation  of basic and diluted loss per share for the three and
nine months ended September 30, 2003 and 2002 is as follows:


<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED SEPTEMBER 30,
                                                                  2003                                2002
                                                                  ----                                ----
                                                                              PER SHARE                           PER SHARE
                                                   NET LOSS      SHARES        AMOUNT    NET LOSS     SHARES       AMOUNT
<S>                                                <C>         <C>            <C>       <C>         <C>          <C>
Net loss .....................................     $(2,698)                              $(95,369)
Less: preferred stock dividends ..............         (71)                                    (9)
                                                   -------                               --------

Basic and diluted loss per common share before
   cumulative effect of accounting change ....     $(2,769)       13,023      $  (0.21)  $(95,378)     14,882     $  (6.41)
                                                   =======      ========      ========   ========    ========     ========
</TABLE>

<TABLE>
<CAPTION>
                                                                     NINE MONTHS ENDED SEPTEMBER 30,
                                                                2003                                 2002
                                                                ----                                 ----
                                                                            PER SHARE                            PER SHARE
                                                NET LOSS       SHARES        AMOUNT     NET LOSS      SHARES      AMOUNT
<S>                                            <C>            <C>           <C>        <C>           <C>         <C>
Net loss ..................................     $(8,786)                               $(529,546)
Less: preferred stock dividends ...........         (90)                                     (28)
                                                -------                                ---------

Basic and diluted net loss per common share     $(8,876)        14,354      $  (0.61)  $(529,574)     14,827     $  (35.72)
                                                =======       ========      ========   =========      ======     =========
</TABLE>


         The Company has excluded the assumed  conversion  of  Superior's  Trust
Convertible  Preferred  Securities  and the  Series A  Preferred  Stock from the
diluted  earnings per share  calculation  as the impact would be  anti-dilutive.
Stock  options and  unvested  stock  awards with  respect to 2.9 million and 4.0
million  shares of common  stock  outstanding  at  September  30, 2003 and 2002,
respectively,   and  the  warrant  issued  in  connection  with  the  Electrical
Acquisition  have not been included in the  computation of diluted  earnings per
share because to do so would be anti-dilutive for all periods presented.

10. BUSINESS SEGMENTS

         The  Company's  reportable  segments  have  historically  included  the
communications,  OEM and electrical  businesses of Superior.  The communications
segment   included  (i)  outside  plant  wire  and  cable  for  voice  and  data
transmission in telecommunications  networks (ii) copper and fiber optic datacom
or premise wire and cable for use within  homes and offices for local  networks,
Internet  connectivity and other  applications,  and (iii) prior to December 11,
2002 all of Superior  Israel's  and DNE's  products.  The OEM  segment  included
magnet wire and related  products.  The electrical  segment  includes  primarily
building  wire  products.  As a result  of the  Electrical  Acquisition  and the
deconsolidation   of  Superior   effective  December  11,  2002,  the  Company's
reportable segments consist of the electrical segment and DNE. Accordingly,  the
segment  information  for the three and nine  months  ended  September  30, 2002
presented below has been restated to separately present segment  information for
DNE.

                                       16
<PAGE>


10. BUSINESS SEGMENTS (CONTINUED)

         The Company evaluates segment performance based on a number of factors,
with operating income, excluding restructuring and impairment charges, being the
most  critical.  Intersegment  sales are  generally  recorded  at cost,  are not
significant and, therefore, have been eliminated below.

         Operating  results for each of the  Company's  reportable  segments are
presented below. Corporate and other items shown below are provided to reconcile
to the Company's consolidated statements of operations and balance sheets.

<TABLE>
<CAPTION>
                          THREE MONTHS ENDED                NINE MONTHS ENDED
                            SEPTEMBER 30,                     SEPTEMBER 30,
                        2003             2002             2003             2002
                     ----------       ----------       ----------       ----------
                                       (IN THOUSANDS)
<S>                  <C>              <C>              <C>              <C>
Net sales: (a)
Electrical (a)       $   69,485       $  116,048       $  238,993       $  360,910
DNE ..........            6,719            7,989           22,016           29,808
Communications               --          121,979               --          363,785
OEM ..........               --          122,170               --          382,258
                     ----------       ----------       ----------       ----------
                     $   76,204       $  368,186       $  261,009       $1,136,761
                     ==========       ==========       ==========       ==========
</TABLE>

         (a)      Electrical had one customer that made up 19% of the Electrical
                  sales and 18% of Total net  sales for the three  month  period
                  ended September 30, 2003. That same customer comprised 15% and
                  14% of Electrical and Total net sales,  respectively,  for the
                  nine month period ended September 30, 2003.

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                SEPTEMBER 30,                     SEPTEMBER 30,
                                           2003              2002            2003              2002
                                         ---------        ---------        ---------        ---------
                                                                 (IN THOUSANDS)
<S>                                      <C>              <C>              <C>              <C>
Operating income (loss):
   Electrical ....................       $  (2,813)       $    (997)       $  (7,980)       $  (6,976)
   DNE ...........................           1,250            1,028            4,277            3,992
   Communications ................              --            6,020               --           18,500
   OEM ...........................              --            9,296               --           31,703
   Corporate and other ...........              41           (8,082)          (1,123)         (20,671)
   Restructuring and other charges          (3,348)          (1,077)          (8,324)         (34,156)
   Impairment charges ............              --         (114,497)              --         (114,497)
                                         ---------        ---------        ---------        ---------
                                         $  (4,870)       $(108,309)       $ (13,150)       $(122,105)
                                         =========        =========        =========        =========
</TABLE>

<TABLE>
<CAPTION>
                                                    SEPTEMBER 30,     DECEMBER 31,
                                                       2003               2002
                                                     --------           --------
                                                            (IN THOUSANDS)
<S>                                                  <C>                <C>
Total assets:
   Electrical ............................           $ 88,127           $158,793
   DNE ...................................              9,429             12,326
   Corporate and other ...................              7,572             12,002
                                                     --------           --------
                                                     $105,128           $183,121
                                                     ========           ========
</TABLE>

                                       17
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

         On December  11, 2002,  Alpine,  through its  wholly-owned  subsidiary,
Alpine  Holdco  Inc.  ("Alpine  Holdco"),  acquired  the  following  assets  and
securities from Superior  TeleCom Inc.  ("Superior") and its  subsidiaries:  (1)
substantially all of the assets, subject to related accounts payable and accrued
liabilities,  comprising  Superior's  electrical  wire business;  (2) all of the
outstanding shares of capital stock of DNE Systems, Inc. ("DNE"), a manufacturer
of multiplexers and other communications and electronic products; and (3) all of
the  outstanding  shares of capital  stock of Texas SUT Inc. and Superior  Cable
Holdings (1997) Ltd., which together owned  approximately 47% of Superior Cables
Ltd. ("Superior Israel"),  the largest Israeli-based  producer of wire and cable
products.  The  acquisition  is  hereinafter  referred  to  as  the  "Electrical
Acquisition."

         Prior  to  December  11,   2002,   Alpine's   operations   include  the
consolidated  results of its then controlled  subsidiary Superior and Superior's
then  majority-owned  subsidiary  Superior Israel. As a result of the vesting of
certain  Superior  restricted  stock  grants  in 2002,  Alpine's  common  equity
ownership  in  Superior  declined  from  50.2% at  December  31,  2001 to 48.9%.
Notwithstanding  the decline in Alpine's  direct  equity  ownership in Superior,
Alpine had a controlling  interest in Superior based on its additional  indirect
equity  ownership  position  (including  certain  common share voting  interests
controlled by Alpine).  In connection with the Electrical  Acquisition,  certain
changes were made with respect to Alpine's  indirect voting  interests such that
Alpine no longer controlled Superior.  Accordingly,  effective for periods after
December  11,  2002,  Superior  Israel,  in which  Alpine,  as a  result  of the
Electrical Acquisition, now has a 47% indirect equity interest, and Superior are
accounted  for under the  equity  method  and are no  longer  consolidated  with
Alpine.

         Alpine's consolidated net income (loss) has historically  reflected its
share of  Superior's  net income  (loss),  after giving  effect to the impact of
minority interest. However, in the case of net losses incurred by a consolidated
subsidiary,  the amount of such losses  allocable  to  minority  interest in the
consolidated  statement  of  operations  is  limited  under  generally  accepted
accounting  principles  to  the  carrying  value  of  minority  interest  in the
consolidated  balance  sheet.  As a result of the loss incurred by Superior upon
adoption  of SFAS 142,  effective  January  1, 2002 the  minority  interest  was
completely   eliminated  and  therefore  Alpine's   consolidated   statement  of
operations reflects 100% of the net losses incurred by Superior after January 1,
2002 and through December 11, 2002. Due to Superior's net losses in 2002, Alpine
had a negative  investment  in  Superior of $865.9  million  when  Superior  was
deconsolidated.  This negative  investment is required under generally  accepted
accounting principles to be reflected in Alpine's consolidated balance sheet.

         On March 3, 2003,  Superior and its U.S.  subsidiaries  filed voluntary
petitions for relief under Chapter 11 of the United States  Bankruptcy  Code. As
part of the Chapter 11  proceedings,  Superior  filed its original Joint Plan of
Reorganization  on July 30, 2003. On August 28, 2003,  Superior filed an amended
Joint Plan of Reorganization and disclosure  statement (the "Amended Plan"). The
Amended Plan was confirmed by order of the Bankruptcy  Court on October 22, 2003
and was  consummated on November 10, 2003. The Amended Plan cancelled all equity
and  debt  interests  held  in  Superior  by,  and  otherwise  provides  for  no
distribution  to,  Alpine  thereby  eliminating  Alpine's  entire  investment in
Superior. Accordingly, during the fourth quarter of 2003 the historical negative
investment in Superior will be eliminated from Alpine's  balance sheet resulting
in a gain of $865.9 million,  less  approximately  $12 million of Deferred Other
Comprehensive Deficit, related to Superior.

         Following  the   Electrical   Acquisition,   the  Company's   principal
operations  consist of the  electrical  wire  business  previously  constituting
Superior's  Electrical  Group,  the operations of DNE, and the Company's  equity
method  investments in Superior (through November 10, 2003) and Superior Israel.
The  Company's  operations  for 2002  include  the  consolidated  operations  of
Superior  through  December  11,  2002  and  the  continuing  operations  of the
businesses  acquired in the  Electrical  Acquisition  for periods  subsequent to
December  11, 2002.  As a result of the  deconsolidation  of Superior  effective
December 11, 2002, the Company's  consolidated  operations no longer include the
results  of  Superior's  Communications  Group  (other  than  DNE) and OEM Group
segments.  Segment  financial  data  (including  sales and  operating  income by
segment) for the three and nine month periods ended  September 30, 2003 and 2002
is included in Note 10 to the accompanying consolidated financial statements.

IMPACT OF COPPER PRICE FLUCTUATIONS ON OPERATING RESULTS

         Copper  is one of the  principal  raw  materials  used by the  Company.
Fluctuations  in the  price of copper do affect  per unit  product  pricing  and
related revenues.  However,  the cost of copper has not had a material impact on
profitability  as the Company,  in most cases,  has the ability to adjust prices
billed for its  products to  properly  match the copper  cost  component  of its
inventory shipped.

                                       18
<PAGE>

RESULTS OF  OPERATIONS--THREE  MONTH PERIOD ENDED SEPTEMBER 30, 2003 AS COMPARED
   TO THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2002

         Consolidated  sales for the quarter ended September 30, 2003 were $76.2
million,  a  decrease  of 79% as  compared  to sales of $368.2  million  for the
quarter ended  September 30, 2002.  The decrease is due primarily to the effects
of the deconsolidation of Superior. Revenues for Superior's Communications Group
and OEM Group for the three months ended  September 30, 2002 were $122.0 million
and $122.2 million,  respectively.  Excluding the  Communications  Group and OEM
Group,  sales decreased  $47.8 million or 39% due primarily to Essex  Electric's
strategic decision to lower sales volume through its restructuring activities in
response to market softness and resultant competitive pressures.

         Essex  Electric  sales were $69.5  million for the  September  30, 2003
quarter  representing  a decrease of $46.5 million or 40% (45% on a copper price
adjusted  basis) as  compared to the  quarter  ended  September  30,  2002.  The
comparative  sales decline was due principally to (i) the Company's  decision to
reduce volume in response to continuing weak  industry-wide  pricing  conditions
caused by severe competitive pressures in the building wire market, (ii) reduced
demand  in the  non-residential  building  wire  market  segment,  and (iii) the
February 2003 sale of the automotive and  industrial  wire business.  Automotive
and industrial wire product sales accounted for approximately $8.3million of the
Essex Electric's sales for the three months ended September 30, 2002.

         DNE sales were $6.7 million for the three months  ended  September  30,
2003, a decrease of 16% as compared to sales of $8.0 million for the  comparable
prior year period.  The sales decrease during this period was primarily due to a
decline in  contract  manufacturing  sales of $2.1  million as a result of DNE's
decision to exit this market.

         Gross profit for the  September  30, 2003 quarter was $7.4  million,  a
decline of $38.4  million as  compared  to gross  profit for the  quarter  ended
September  30, 2002 due to the  deconsolidation  of  Superior.  The gross profit
margin in the  September  30, 2003 quarter was 9.8% which,  after  excluding the
Communications  Group and OEM Group,  compares to a gross profit  margin of 9.4%
for the three months ended September 30, 2002. The increased  margin  percentage
was due  primarily  to slightly  improved  pricing in the third  quarter of 2003
compared  with the same  period  in 2002.  The DNE  margin  percentage  improved
slightly due to changes in product mix.

         Selling,  general and  administrative  expense ("SG&A expense") for the
three month period ended September 30, 2003 was $9.0 million, a decrease of 77%,
as  compared  to SG&A  expense  of $38.6  million  for the  three  months  ended
September 30, 2002.  The  comparative  decrease for the three month period ended
September  30, 2003 was due primarily to the effects of the  deconsolidation  of
Superior as well as decreases at Essex Electric resulting from implementation of
its restructuring plan.

         Restructuring  and other  charges of $3.3  million for the three months
ended  September  30, 2003  included  $1.3  million  related to  relocation  and
installation  of certain  equipment  from closed  facilities  into the  Florence
manufacturing  location.  Also incurred during the third quarter 2003 were costs
associated  with   winding-down   the  Sikeston   operation,   starting  up  new
manufacturing  processes at Florence and freight to relocate  displaced products
totaling $1.5 million.  The remaining  $0.5 million was for costs related to the
winding-down  of other  facilities  previously  closed  and other  miscellaneous
expenses related to the Company's restructuring.

         The Company  incurred  restructuring  and other charges of $1.1 million
for the three month period ended  September  30, 2002 related to (i) the closure
of Superior's  Communications  Group manufacturing  facilities in Elizabethtown,
Kentucky  and  Winnepeg,  Canada,  (ii) the  closure  of  Superior's  OEM  Group
Rockford,  Illinois manufacturing facility, (iii) the shutdown of the Electrical
Group Canadian  operations,  and (iv)  operational  restructuring  activities at
Superior Israel.

         In  anticipation  of  the  Electrical  Acquisition,   Superior  TeleCom
evaluated for impairment the long-lived  assets of its Electrical wire business,
DNE and  Superior  Israel as of  September  30,  2002  pursuant to SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets". In accordance
with  SFAS No.  144,  such  impairment  test was based on  probability  weighted
estimated future cash flows related to such assets including  assessment of cash
proceeds  associated  with the proposed sale to Alpine of the Electrical  Group,
DNE and Superior's  investment in Superior  Israel.  As a result of such review,
Superior TeleCom determined that identified  long-lived assets of the Electrical
Group and Superior  Israel were  impaired and  accordingly,  reflected a pre-tax
charge,  principally  related to the Electrical  Group, of $114.5 million in the
nine months ended September 30, 2002.


                                       19
<PAGE>


         The  Company  incurred  an  operating  loss  of  $4.9  million  for the
September  30, 2003 three month period  compared to an operating  loss of $108.3
million for the 2002 quarter. The operating loss in 2002 included  restructuring
and other charges and asset  impairment  charges $115.6 million,  as compared to
$3.3 million of such charges for the September 30, 2003 quarter. The comparative
decline in  operating  loss is due to the  decrease in  restructuring  and other
charges and impairment  charges offset by the effects of the  deconsolidation of
Superior  as  operating  income for the  Communications  Group and the OEM Group
amounted  to $15.3  million  for the third  quarter of 2002.  Additionally,  the
operating loss for Essex Electric  increased by $1.8 million for the three month
period ended  September  30, 2003 as compared to the 2002 quarter as a result of
the decreased sales and gross margin volume discussed above.

         Interest  expense for the three month period ended  September  30, 2003
was $0.7 million,  representing  a decrease of $29.4 million from the prior year
three  month  period  ended  September  30,  2002.  The  decrease  is due to the
deconsolidation of Superior. Excluding interest expense related to borrowings of
Superior,  interest expense for the 2002 quarter was $0.1 million.  The increase
in  2003  is due  to  higher  borrowings  incurred  to  finance  the  Electrical
Acquisition.

         The Company  reported a loss of $0.4 million for the three months ended
September 30, 2003  representing its equity in the net loss of its equity-method
investee,  Superior Israel. The Company's investment in Superior Israel has been
reduced to zero as of September 30, 2003 and accordingly, Alpine will not record
its equity in any future net losses of Superior  Israel unless it has a positive
investment in Superior Israel.

RESULTS OF OPERATIONS--NINE MONTH PERIOD ENDED SEPTEMBER 30, 2003 AS
   COMPARED TO THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2002

         Consolidated  sales for the nine months ended  September  30, 2003 were
$261.0 million,  a decrease of 77% as compared to sales of $1,136.8  million for
the comparable  prior year period.  The decrease is due primarily to the effects
of the deconsolidation of Superior. Revenues for Superior's Communications Group
and OEM Group for the nine months ended  September 30, 2002 were $363.8  million
and $382.3 million,  respectively.  Excluding the  Communications  Group and OEM
Group,  sales decreased  $129.7 million or 33% due primarily to Essex Electric's
strategic decision to lower sales volume through its restructuring activities in
response to market softness and resultant competitive pressures.

         Essex  Electric  sales were $239.0  million  for the nine months  ended
September 30, 2003  representing  a decrease of $121.9  million or 34% (36% on a
copper price adjusted  basis) as compared to the nine months ended September 30,
2002.  The  comparative  sales decline was due  principally to (i) the Company's
decision to reduce volume in response to weak  industry-wide  pricing conditions
caused by severe competitive pressures in the building wire market, (ii) reduced
demand  in the  non-residential  building  wire  market  segment,  and (iii) the
February 2003 sale of the automotive and  industrial  wire business.  Automotive
and industrial wire product sales accounted for  approximately  $7.9 million and
$25.2 million of Essex  Electric's sales for the nine months ended September 30,
2003 and 2002, respectively.

         DNE sales were $22.0  million for the nine months ended  September  30,
2003, a decrease of 26% as compared to sales of $29.8 million for the comparable
prior year period.  The sales decrease during this period was primarily due to a
decline in  contract  manufacturing  sales of $7.5  million as a result of DNE's
decision to exit this market.

         Gross profit for the nine months  September 30, 2003 was $26.5 million,
a decline of $114.0 million as compared to gross profit for the comparable  2002
period due to the  deconsolidation of Superior.  The gross profit margin in 2003
was 10.1%  which,  after  excluding  the  Communications  Group  and OEM  Group,
compares to a gross profit  margin of 8.4% for the nine months  ended  September
30, 2002. The increased margin  percentage  reflects margin  improvements at DNE
due to changes in product mix and slightly  higher gross  margin  percentage  at
Essex Electric.

         Selling,  general and  administrative  expense ("SG&A expense") for the
nine month period ended September 30, 2003 was $31.3 million, a decrease of 73%,
as  compared  to SG&A  expense  of  $113.9  million  for the nine  months  ended
September  30, 2002.  The  comparative  decrease for the nine month period ended
September  30, 2003 was due primarily to the effects of the  deconsolidation  of
Superior as well as decreases at Essex Electric resulting from implementation of
its restructuring plan.

         The  nine  month   restructuring   and  other   charges   include   the
aforementioned  charges  of  $8.3  million  in the  third  quarter,  as  well as
approximately  $0.7 and $0.3  million of employee  severance  costs and facility
exist  costs,  respectively,  related to the sale of the assets  comprising  the
Company's  industrial  wire  business  (see Note 3). Other major charges for the
year include $0.9 million related to the closure of the Company's St. Joseph, MO
regional  distribution center,  including the buyout of the lease obligation and
employee severance.  The remainder of the year-to-date charges consist primarily
of employee severance costs related to discontinued operations at Columbia City,
IN, and  Sikeston,  MO and to the  reduction  of Essex  Electric  administrative
staff.

                                       20
<PAGE>


         In  anticipation  of  the  Electrical  Acquisition,   Superior  TeleCom
evaluated for impairment the long-lived  assets of its Electrical wire business,
DNE and  Superior  Israel as of  September  30,  2002  pursuant to SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets". In accordance
with  SFAS No.  144,  such  impairment  test was based on  probability  weighted
estimated future cash flows related to such assets including  assessment of cash
proceeds  associated  with the proposed sale to Alpine of the Electrical  Group,
DNE and Superior's  investment in Superior  Israel.  As a result of such review,
Superior TeleCom determined that identified  long-lived assets of the Electrical
Group and Superior  Israel were  impaired and  accordingly,  reflected a pre-tax
charge,  principally  related to the Electrical  Group, of $114.5 million in the
third quarter of 2002.

         The Company  incurred an operating  loss of $13.2  million for the nine
month period ended  September 30, 2003  compared to an operating  loss of $122.1
million for the  comparable  2002 period.  The  operating  loss in 2002 included
restructuring  and other charges and asset impairment  charges of $148.7 million
as compared to $8.3 million of such charges for the 2003 period. The comparative
decline in  operating  loss is due to the  decrease in  restructuring  and other
charges  offset by the effects of the  deconsolidation  of Superior as operating
income for the Communications  Group and the OEM Group amounted to $50.2 million
for the nine months ended September 30, 2002.  Additionally,  the operating loss
for Essex  Electric  increased by $2.2 million for the  nine-month  period ended
September 30, 2003 as compared to the same nine-month period in 2002 as a result
of the decreased sales and gross margin percentages discussed above.

         Interest expense for the nine month period ended June 30, 2003 was $2.7
million, representing a decrease of $80.6 million from the prior year comparable
period.  The  decrease  is due to the  deconsolidation  of  Superior.  Excluding
interest  expense  related to borrowings of Superior,  interest  expense for the
2002 nine  month  period was $0.6  million.  The  increase  in 2003 is due to an
increase in the Company's  indebtedness  resulting from  borrowings  incurred to
finance the Electrical Acquisition.

         The Company  reported a loss of $0.1  million for the nine months ended
September 30, 2003, representing its equity in the net loss of its equity-method
investee,  Superior Israel. The Company's investment in Superior Israel has been
reduced to zero as of September 30, 2003 and accordingly, Alpine will not record
it's equity in any future net losses of Superior Israel unless it has a positive
investment in Superior Israel.

         The Company adopted SFAS No. 142,  Goodwill and Other Intangible Assets
effective  January  1, 2002.  SFAS No. 142  required  that the  amortization  of
goodwill  and certain  other  intangible  assets cease as of January 1, 2002 and
that the  related  recorded  value of goodwill be  allocated  to the  identified
reporting units of the Company and its consolidated subsidiaries and be reviewed
annually for impairment.  The transitional  rules for implementing  SFAS No. 142
provided that any goodwill impairment resulting from initial application of this
new rule be reflected  through a charge to income as a  cumulative  effect of an
accounting  change,  applied  retroactively  to January  1, 2002.  The impact of
economic and industry specific conditions affecting Superior's business segments
resulted in substantially reduced fair values and thus initial implementation of
SFAS No. 142 gave rise to a non-cash  goodwill  impairment charge at Superior of
$424 million which was recorded retroactively to January 1, 2002 as a cumulative
effect of accounting change. The charge was comprised of $166 million related to
Superior's  Electrical  segment  and $258  million  related  to  Superior's  OEM
segment. Additionally, as a result of initial implementation,  Alpine recorded a
further goodwill impairment charge of $3 million relating to additional goodwill
associated with its investment in Superior.  The total cumulative  effect of the
change in accounting  principle,  after  allocating  $39 million to the minority
interest, was $388 million.

LIQUIDITY AND CAPITAL RESOURCES

ALPINE HOLDCO

         The Electrical Acquisition was financed by approximately $10 million of
Alpine's cash and cash  equivalents and borrowings by Alpine Holdco under a Loan
and Security Agreement (the "Loan Agreement"), dated as of December 11, 2002, by
and among Alpine Holdco, Essex Electric, DNE and its wholly-owned  subsidiaries,
DNE Manufacturing and Service Company and DNE Technologies,  Inc.  (collectively
the  "Companies"),  certain  financial  institutions  party  thereto as lenders,
Congress  Financial  Corporation,  as documentation  agent, and Foothill Capital
Corporation,  as arranger and  administrative  agent.  Upon  consummation of the
acquisition  approximately $78 million was outstanding under the Loan Agreement.
Following  consummation  of  the  acquisition,  the  borrowers  under  the  Loan
Agreement are Essex Electric,  DNE  Manufacturing  and Services  Company and DNE
Technologies, Inc.

         The terms of the Loan Agreement  provide for a maximum committed amount
of $100  million,  with  borrowing  availability  determined  by  reference to a
borrowing base.  Interest is payable monthly in cash in arrears and is based on,
at Alpine Holdco's  option,  LIBOR or prime rates plus a variable margin that is
subject to periodic  adjustment  based on utilization and on a ratio relating to
leverage amounts.  The Loan Agreement also provides for maintenance of financial
covenants  and ratios  relating  to minimum  EBITDA and  tangible  net worth and
restrictions on capital  expenditures,  payment of cash dividends and incurrence
of indebtedness. Outstanding obligations under the Loan Agreement are guaranteed
by DNE  and  are  secured  by a lien  on all  of  the  Companies'  tangible  and
intangible  assets,  other than the  investment  in Superior  Israel and certain
equipment used by DNE in conjunction  with its U.S.  government  contracts.  The
obligations  under the Loan Agreement are without  recourse to Alpine.  The Loan
Agreement  matures  in five  years  and the  Companies

                                       21
<PAGE>


may terminate the Loan  Agreement at any time upon 45 days' prior written notice
and payment of all outstanding borrowings,  together with unpaid interest, and a
termination  fee equal to 0.75% of the  maximum  committed  amount.  At any time
after the second  anniversary of the closing of the Loan Agreement the Companies
may,  upon 30  days'  prior  written  notice,  permanently  reduce  the  maximum
commitments  without  penalty or premium.  At September  30,  2003,  outstanding
borrowings  under the Loan  Agreement  were $13.4  million and the Companies had
$25.1 million of borrowing availability.  Due to significantly reduced borrowing
levels  the  Company  is in the  process  of  discussing  changes  to the credit
agreement with the lenders.

         In February 2003,  Essex  Electric sold inventory and certain  property
and equipment related to its industrial wire business for total cash proceeds of
approximately  $12.6  million.  In  September,  2003,  Essex  Electric  sold its
Anaheim,  California plant for net cash proceeds of approximately  $5.5 million.
The proceeds from these sales were  primarily  used to reduce  amounts  borrowed
under the Loan Agreement.

ALPINE CORPORATE

         During 2002 Alpine  redeemed $10.1  aggregate face amount of its 12.25%
Senior  Subordinated  Notes for a cash  payment  of $7.6  million.  Further,  in
February 2002, Alpine repaid loans totaling $22 million upon early settlement of
certain  forward sale  derivative  contracts  related to 10.5  million  ordinary
shares of Cookson  (FTSE:  CKSN.L).  In April 2003,  Alpine  sold its  remaining
investment in Cookson ordinary shares for proceeds totaling  approximately  $1.3
million.  On  July  15,  2003  the  entire  remaining  principal  amount  of the
outstanding 12.5% Senior Subordinated Notes together with all accrued and unpaid
interest was repaid.

         On June 23, 2003 Alpine  completed a private  placement of 8,287 shares
of a new issue of Series A Cumulative Convertible Preferred Stock (the "Series A
Preferred  Stock") to its directors and certain officers for a purchase price of
$380 per share, or an aggregate of  approximately  $3.1 million.  Holders of the
Series A Preferred  Stock are entitled to receive,  when,  as and if declared by
the  board of  directors  out of  funds  legally  available  for  payment,  cash
dividends  at an  annual  rate of  $30.40  per  share.  Each  share of  Series A
Preferred  Stock is  convertible  at the option of the holder into 691 shares of
Alpine  common  stock  beginning  on November  11,  2003,  subject to  customary
adjustments. However, the officers and directors have agreed not to exercise the
convertible  option until advised by the Company that it has a sufficient number
of authorized but unissued shares of common stock to permit such conversion. The
Company may cause  conversion of the Series A Preferred  Stock into common stock
after November 11, 2003, if the Company's common stock is then listed on the New
York Stock  Exchange or the American  Stock  Exchange or is traded on the Nasdaq
National Market System and the average closing price of a share of the Company's
common stock for any 20  consecutive  trading days equals or exceeds 300% of the
conversion  price  then  effect.  The  Series A  Preferred  Stock is  subject to
mandatory  redemption  by the  Company  ratably on the last day of each  quarter
during the three-year  period commencing on December 31, 2009 at the liquidation
value of $380 per share, plus accrued and unpaid dividends. Additionally, if the
Company experiences a change in control it will, subject to certain limitations,
offer to redeem the Series A  Preferred  Stock at a cash price of $380 per share
plus (i) accrued and unpaid  dividends and (ii) if the change of control  occurs
prior to  December  31,  2007,  all  dividends  that would be  payable  from the
redemption date through December 31, 2007.

         Holders  of the Series A  Preferred  Stock are  entitled  to vote their
shares on an as-converted basis together with the Company's common stockholders.
In  addition,  the  Company  may not (a)  enter  into a  merger,  sale of all or
substantially all of its assets or similar  transaction  without the approval of
holders of at least a majority of the shares of Series A Preferred Stock, or (b)
alter or change the powers,  preferences or special rights  (including,  without
limitation,  those relating to dividends,  redemption,  conversion,  liquidation
preference or voting) of the shares of Series A Preferred  Stock so as to affect
them materially and adversely,  or issue any senior stock,  without the approval
of holders of at least a majority of the shares of Series A Preferred  Stock. In
the event of any  liquidation,  dissolution  or winding up of Alpine,  after the
payment of the liquidation preference in respect of any senior stock, holders of
the Series A Preferred Stock will be entitled to receive the  liquidation  price
of $380 per share plus an amount equal to (a) if the liquidation, dissolution or
winding up occurs  prior to  December  31,  2007,  all  dividends  that would be
payable on a share of Series A  Preferred  Stock  from the date of  liquidation,
dissolution  or winding up through  December  31,  2007 and (b) any  accrued and
unpaid dividends to the payment date,  before any payment is made to the holders
of common stock or any other junior securities,  subject to certain  exceptions.
Proceeds  from the sale of the  Series A  Preferred  Stock  were  used to reduce
existing indebtedness and for general corporate purposes.

         On November 10, 2003, the Company completed the sale of 9,977 shares of
Series A Preferred  Stock and shares pursuant to a rights offering to holders of
the Company's common stock. Holders of the Company's common stock were offered a
right to purchase  one share of Series A Preferred  Stock at a price of $380 per
share for each 500 shares of common stock held on September 29, 2003.  The terms
of the Series A Preferred  Stock are the same as that  purchased by the officers
and directors in the private  placement  discussed  above;  however the Series A
Preferred Stock purchased through the rights offering are currently convertible.
Total  proceeds  received  from the sale were $3.8  million.  The  recording  of
dividends,  if any,  on the Series A Preferred  Stock will reduce the  Company's
earnings per share in the period recorded.

         On August 4, 2003,  the Company  completed  an exchange  offer  whereby
holders  of its  common  stock  exchanged  3,479,656  shares  for  $4.3  million
principal  amount of 6% Junior  Subordinated  Notes (the  "Subordinated  Notes")
issued by the Company plus a nominal amount of cash in lieu of fractional notes.
The  Subordinated  Notes  accrue  interest  at 6%  per  annum  payable  in  cash
semiannually

                                       22
<PAGE>

each December 31 and June 30. The Subordinated  Notes are the Company's  general
unsecured obligations subordinated and subject in right of payment to all of the
Company's existing and future senior indebtedness, which excludes trade payables
incurred in the  ordinary  course of  business.  The Company will be required to
repay  1/8  of the  outstanding  principal  amount  of  the  Subordinated  Notes
commencing  on June 30,  2007 and  semiannually  thereafter,  so that all of the
Subordinated  Notes will be repaid by December 31, 2010. The Subordinated  Notes
are redeemable,  at the Company's  option,  in whole at any time or in part from
time to time,  at the  principal  amount to be redeemed  plus accrued and unpaid
interest  thereon  to  the  redemption  date,  together  with a  premium  if the
Subordinated  Notes are redeemed  prior to 2007.  In addition,  the Company must
offer to redeem all of the  Subordinated  Notes at the redemption  price then in
effect in the event of a change of control.  The Subordinated  Notes were issued
under  an  indenture  which  does  not  subject  the  Company  to any  financial
covenants.

         As of September  30, 2003 Alpine has  unrestricted  corporate  cash and
cash equivalents of approximately $3.4 million. Alpine's current and anticipated
sources of liquidity include existing cash and cash  equivalents,  cash proceeds
and from Alpine's private  placement of its Series A Preferred Stock in June and
its rights  offering in November  2003.  Additionally,  pursuant to a management
agreement  with Alpine  Holdco dated  December 11, 2002,  so long as no event of
default exists or is created by such payment under the Loan Agreement, Alpine is
paid by Alpine Holdco an annual  management fee of $0.9 million payable monthly,
and is reimbursed for all direct costs incurred by it related to the business of
Alpine Holdco.  Alpine's ability to receive  distributions from Alpine Holdco is
limited by the Loan Agreement to a maximum of $1.0 million of the aforementioned
management fee and amounts representing Alpine's tax liability in respect of the
operations of Alpine  Holdco plus $250,000 per year.  Alpine is also entitled to
be  reimbursed  for all direct  costs  incurred by it related to the business of
Holdco.

         Alpine  estimates that capital  expenditures  for 2003 will approximate
between $8 to $9 million.  Alpine historically has been a party to a guaranty of
Superior's  obligations  as  tenant  under  a  capital  lease  covering  one  of
Superior's  facilities.  The  Company  believes  that  incident  to its  plan of
reorganization  Superior will assume the lease and the Company expects  Superior
to perform as tenant  thereunder.  Alpine Holdco has  implemented  restructuring
actions to rationalize  manufacturing  capacity,  lower costs and reduce working
capital.  These  actions  are  expected  to  result  in  restructuring  costs of
approximately  $12 million  during  2003.  These  restructuring  activities  are
anticipated to have a negative impact on operating income and, as a result,  the
Company  amended  the  Loan  Agreement  in  May  2003  to  reflect  the  planned
restructuring   activities.   The  amended  Loan  Agreement   permits  necessary
expenditures and modifies certain financial  covenants to accommodate the impact
of these  restructuring  activities.  Based on the  terms  of the  amended  Loan
Agreement,  the Company  believes it will comply with all  financial  covenants.
Alpine  believes  that  existing  cash and cash  equivalents,  cash  provided by
operations and working capital  reductions  together with  borrowings  under the
Loan Agreement and proceeds from its private  placement and rights offering will
be sufficient to meet its capital requirements for the upcoming twelve months.

CONTRACTUAL OBLIGATIONS

         As of September 30, 2003, the Company's  long-term debt obligations and
future minimum  payments under operating leases with terms over one year were as
follows (in thousands):

<TABLE>
<CAPTION>
                                     LESS THAN 1                           MORE THAN 5
                                        YEAR       2-3 YEARS   4-5 YEARS      YEARS        TOTAL
                                       ------       ------       ------       ------       ------
<S>                                    <C>          <C>          <C>          <C>          <C>
Loan Agreement (a) .............           --           --       13,373           --       13,373
6% Junior Subordinated Notes (b)           --           --        4,345           --        4,345
Other Debt .....................          100          241          284          318          943
Series A Preferred Stock (c) ...                                               3,149        3,149
Operating leases ...............        3,109        4,546        2,841        4,638       15,134
                                       ------       ------       ------       ------       ------

  Total ........................        3,209        4,787       20,843        8,105       36,944
                                       ======       ======       ======       ======       ======
</TABLE>


       (a)    The Loan Agreement  matures in December 2007. The total commitment
              is for $100  million.  The  interest  rates on this  facility  are
              variable  based  upon  LIBOR or Prime  Rates  plus  certain  fixed
              margins.  The average rate,  including margin, as of September 30,
              2003 was 4.35%

       (b)    The 6% Junior  Subordinated  Notes are  presented on a gross basis
              (before  discount).  The $3,006  included in the Long Term Debt in
              the Balance Sheet and in footnote 7 is net of a $1,334 unamortized
              discount,  which  represents the  difference  between the exchange
              offer  rate of  $1.25  per  share  and the $.85  closing  price of
              Alpine's  common stock upon  consummation of the exchange offer on
              August 4, 2003. The discount is being  amortized  through the date
              of maturity of the notes,  including  $52 in the third  quarter of
              2003. These notes are payable in semi-annual  installments of $0.5
              million beginning June 2007.

       (c)    The Series A Preferred Stock is subject to mandatory redemption by
              the  Company  ratably on the last day of each  quarter  during the
              three-year   period   commencing  on  December  31,  2009  at  the
              liquidation value of $380 per share. The

                                       23
<PAGE>


              Series A Preferred Stock may be converted into common stock of the
              Company at the  option of the  holder  any time or by the  Company
              upon the occurrence of certain specified events.

 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The  Company's  exposure to market risk  primarily  relates to interest
rates on long-term debt (see preceding  table on  Contractual  Obligations)  and
copper  futures used to minimize the price risk  associated  with copper  prices
(see  Derivatives).  The cost of copper,  the  Company's  most  significant  raw
material has been subject to significant volatility over the past several years.
In  anticipation  of a significant  reduction in inventory  levels in 2003,  the
Company  entered into copper futures sales  contracts to minimize the price risk
associated  with  declining  copper costs.  At September 30, 2003,  future sales
contracts for 8.5 million  pounds of copper,  or $6.7million  were  outstanding,
with a mark - to-  market  loss of $0.2  million,  which  has been  recorded  to
earnings.  These  futures  contracts  were  liquidated  in  October  2003  since
inventory  levels at year-end are not  projected to decline  below the September
30, 2003 levels.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Controls and Procedures

         As of the end of the period  covered by this  Quarterly  Report on Form
10-Q,  an  evaluation  of the  effectiveness  of the design and operation of the
Company's  disclosure  controls  and  procedures  was carried out by the Company
under the supervision and with the  participation  of the Company's  management,
including the Chief Executive Officer and Chief Financial Officer. Based on that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that the Company's disclosure controls and procedures have been designed and are
being  operated  in  a  manner  that  provides  reasonable  assurance  that  the
information  required to be disclosed by the Company in reports  filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed,  summarized
and reported  within the time periods  specified in the SEC's rules and forms. A
system of controls,  no matter how well  designed and operated,  cannot  provide
absolute assurance that the objectives of the system of controls are met, and no
evaluation of controls can provide  absolute  assurance  that all control issues
and instances of fraud, if any, within a company have been detected.  There have
been no changes in the Company's internal control over financial  reporting that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially  affect, the Company's internal control over
financial reporting.

-----------

         Except for the historical  information herein, the matters discussed in
this Form 10-Q include  forward-looking  statements that may involve a number of
risks and uncertainties. Actual results may vary significantly based on a number
of  factors,  including,  but not limited  to,  risks in product and  technology
development,  market  acceptance of new products and continuing  product demand,
prediction and timing of customer orders, the impact of competitive products and
pricing, changing economic conditions,  including changes in short-term interest
rates and  foreign  exchange  rates,  and other  risk  factors  detailed  in the
Company's most recent filings with the Securities and Exchange Commission.

                                       24
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)    EXHIBITS

       31.1*  Certification of the Company's Chief Executive Officer pursuant to
              18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.

       31.2*  Certification of the Company's Chief Financial Officer pursuant to
              18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.

       32.1*  Certification of the Company's Chief Executive Officer pursuant to
              18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.

       32.2*  Certification of the Company's Chief Financial Officer pursuant to
              18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.


(B)    REPORTS ON FORM 8-K

              None

-----------

*      Filed herewith

                                       25
<PAGE>


                                   SIGNATURES

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


                                     THE ALPINE GROUP, INC.

Date:  November   ,2003              By: /s/ DAVID A. OWEN
                                         ---------------------------------
                                         David A. Owen
                                         Chief Financial Officer
                                         (duly authorized officer and principal
                                         financial and accounting officer)

                                       26