EXHIBIT 10(KK)

                              AMENDMENT NUMBER ONE
                                       TO
                             THE ALPINE GROUP, INC.
                           DEFERRED STOCK ACCOUNT PLAN

      WHEREAS,  The Alpine  Group,  Inc.  (the  "Company")  maintains The Alpine
Group, Inc. Deferred Stock Account Plan (the "Plan");

      WHEREAS,  pursuant to Article XIV of the Plan, the Company may at any time
amend the Plan; and

      WHEREAS,  the Company  desires to amend the Plan  effective as of July 30,
2004.

      NOW,  THEREFORE,  pursuant to Article XIV of the Plan,  the Plan is hereby
amended, effective as of July 30, 2004, as follows:

      1. Section 2.11 of the Plan is amended by adding the following language at
the end thereof:

      "For this purpose,  shares of Common Stock  credited to the Deferred Stock
      Account shall include any shares of Common Stock that would be credited to
      the  Deferred  Stock  Account  as a  Matching  Contribution  on account of
      amounts in the Deferred Stock Account on the dividend  record date for any
      dividend if the Deferral Period had then been satisfied."

      2. Section 2.15 of the Plan is amended by adding the following language at
the end thereof:

      "Deemed  Dividends  (plus  earnings on any Deemed  Dividends held in cash)
      shall also be  contributed  to the  Deferred  Stock  Account,  except that
      Deemed  Dividends  shall  not be  considered  part of the  Deferred  Stock
      Account for purposes of the Matching Contribution under Article VI."

      3. Section 8.1 of the Plan is amended in its entirety to read as follows:

      "PLAN  INVESTMENTS.  Except as provided  in Section  8.2  hereof,  amounts
      deferred under the Plan shall be held solely in the form of Common Stock."

      4. Section 8.2 of the Plan is amended in its entirety to read as follows:

      "DIVIDENDS.  (a) At such time or times as any  dividends  on Common  Stock
      shall be  distributed  to the  Company's  stockholders,  the Company shall
      credit to the Deferred Stock Account the Deemed  Dividends,  including any
      Deemed  Dividends  that would be  credited  with  respect to any  Matching
      Contribution  that would be made on  account  of  amounts in the  Deferred
      Stock Account on the dividend record date for any dividend if the Deferral
      Period  had then been  satisfied.  Any  Deemed  Dividend  credited  to the
      Deferred Stock Account on behalf of any Matching  Contribution that is not
      credited to the Deferred  Stock Account at the end of the Deferral  Period
      shall be forfeited.
<PAGE>

      (b) At the time Deemed  Dividends that are payable in cash are credited to
      the  Deferred  Stock  Account,   a  Participant   shall  have  a  one-time
      irrevocable election to reinvest such Deemed Dividends in shares of Common
      Stock  (based  on the fair  market  value of such  shares  on the date the
      dividend is paid).  The measuring  alternative used for the measurement of
      earnings  on any Deemed  Dividends  held in cash shall be  selected by the
      Committee,  unless the Committee  decides in its sole  discretion to allow
      each  Participant  to  select  in  writing,  on a form  prescribed  by the
      Committee,  from among the various measuring  alternatives  offered by the
      Committee.  The Committee shall credit the net earnings computed under the
      preceding  sentence to the balance in each  Participant's  Deferred  Stock
      Account as of the last  business  day of each  calendar  quarter,  or such
      other dates as are selected by the Committee, in its sole discretion, at a
      rate equal to the performance of the measuring alternative selected by the
      Committee for the calendar quarter (or such other  applicable  period) or,
      if the  Committee  allows each  Participant  to select from among  various
      measuring  alternatives,  at a  rate  equal  to  the  performance  of  the
      measuring alternative selected by the Participant for the calendar quarter
      (or such other applicable period) to which such selection relates."

      5. The first sentence of Article IX of the Plan is deleted in its entirety
and replaced with the following two sentences:

      "Except as  otherwise  provided  in this  Article IX and Article  XIII,  a
      Participant's Deferred Stock Account shall be paid to the Participant (or,
      in the case of the Participant's  death, his or her Beneficiary) in a lump
      sum payment as soon as  administratively  practicable after the earlier of
      the following to occur: (i) a Participant's  Termination of Employment; or
      (ii) the end of the applicable Deferral Period. Such payment shall be made
      in shares of Common Stock,  except that any Deemed Dividends that are held
      in cash shall be paid in cash."

      6. Article X of the Plan is amended in its entirety to read as follows:

      "Notwithstanding  any  provision to the contrary  hereunder,  in the event
      that  a  Participant  is  terminated  by  the  Employer  for  Cause,   the
      Participant's  Deferred Stock Account excluding any Matching Contributions
      and any Deemed Dividends on such Matching  Contributions  shall be paid to
      the  Participant  in a  lump  sum  payment  as  soon  as  administratively
      practicable  after such  termination  consisting of shares of Common Stock
      and, to the extent that any Deemed Dividends are held in cash, cash."


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<PAGE>

      7. The first  sentence  of  Section  13.1(a) of the Plan is amended in its
entirety to read as follows:

      "Upon a Change in Control of the Company, each Participant hereunder shall
      receive his or her entire Deferred Stock Account,  from the Plan in a lump
      sum payment, as soon as administratively practicable following such Change
      in  Control,  but in no event  later  than five (5) days after the date of
      such  Change in  Control,  payable in shares of Common  Stock and,  to the
      extent that any Deemed Dividends are held in cash, cash."

      8. The second and third  sentences  of Article XIV of the Plan are amended
in their entirety to read as follows:

      "Upon an amendment  or  suspension,  the Company  shall not be required to
      distribute a Participant's  Deferred Stock Account prior to the end of the
      Deferral Period,  but, in the event of a suspension of the Plan, may do so
      in a lump sum payment,  at the  discretion of the Board or the  Committee,
      payable  in shares of Common  Stock  and,  to the  extent  that any Deemed
      Dividends are held in cash,  cash.  In the event of a  termination  of the
      Plan, a  Participant's  Deferred  Stock Account shall be  distributed in a
      lump sum payment payable as soon as administratively practicable following
      such  termination  in shares of Common  Stock and,  to the extent that any
      Deemed Dividends are held in cash, cash."


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