UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -----------

                                FORM 10-K / A-2

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

                       FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
                                            OR

     |_|      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 000-02249
                                  -----------

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

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

                                  -----------

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $.10 per share
                     --------------------------------------
                                [Title of Class]

      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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |X|

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

      At June 30, 2003, the  registrant  had 15,115,844  shares of common stock,
par  value  $.10  per  share  outstanding.  The  aggregate  market  value of the
outstanding  shares of common stock held by  non-affiliates of the registrant on
such date was approximately $9.4 million based on the closing price of $0.80 per
share of such common stock as of June 30, 2003.

                      DOCUMENTS INCORPORATED BY REFERENCE
                                     None.


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<PAGE>

      In accordance with Rule 12b-15 under the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act"),  the following  Items of the Company's  Annual
Report on Form 10-K for the fiscal year ended  December 31, 2003 (the  "Original
Filing") are hereby amended:

PART II

Item 9A. Controls and Procedures

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

The other Items of the Original Filing have not been repeated in this amendment.

      PLEASE  NOTE  THAT THE ONLY  CHANGES  TO THE  ORIGINAL  FILING  ARE  THOSE
DESCRIBED ABOVE.  OTHERWISE,  THE INFORMATION CONTAINED IN THIS FORM 10-K/A-2 IS
AS OF THE  DATE OF THE  ORIGINAL  FILING  AND DOES NOT  REFLECT  ANY  SUBSEQUENT
INFORMATION  OR EVENTS  OCCURRING  AFTER THE DATE OF THE ORIGINAL  FILING.  SUCH
SUBSEQUENT  INFORMATION OR EVENTS  INCLUDE,  AMONG OTHERS,  THE  INFORMATION AND
EVENTS  DESCRIBED  IN THE  COMPANY'S  QUARTERLY  REPORTS  ON FORM  10-Q  FOR THE
QUARTERS ENDED MARCH 31, 2004 AND JUNE 30, 2004 AND THE  INFORMATION  AND EVENTS
SUBSEQUENTLY  DESCRIBED  IN THE  COMPANY'S  CURRENT  REPORTS ON FORM 8-K.  FOR A
DESCRIPTION OF SUCH SUBSEQUENT  INFORMATION AND EVENTS, PLEASE READ OUR EXCHANGE
ACT REPORTS FILED WITH THE SECURITIES AND EXCHANGE  COMMISSION SINCE THE DATE OF
THE ORIGINAL FILING, WHICH UPDATE AND SUPERCEDE CERTAIN INFORMATION CONTAINED IN
THE ORIGINAL FILING AND THIS FORM 10-K/A-2.

EXPLANATORY NOTE

This Form 10-K/A-2 is being filed in connection  with the Company's  response to
the  Securities and Exchange  Commission's  comments on certain of the Company's
filings under the Exchange Act to (1) clarify the  disclosure  contained in Item
9A and (2) include certain additional exhibits.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Controls and Procedures

      As of the end of the period covered by this Annual Report on Form 10-K, 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  were  effective  as of the end of the
period  covered by this Annual  Report on Form 10-K.  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.


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<PAGE>

                                    PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(3) Exhibits as required by Item 601 of Regulation S-K are listed in Item
       15(c) below.

 EXHIBIT
 NUMBER    DESCRIPTION
 ------    -----------

   2(a)    Purchase Agreement, dated October 31, 2002, by and among Superior
           TeleCom Inc., Superior Telecommunications Inc., Essex International
           Inc., Essex Group, Inc., The Alpine Group, Inc. and Alpine Holdco
           Inc. (incorporated herein by reference to Exhibit 10.3 to the
           Quarterly Report on Form 10-Q of Alpine for the quarter ended
           September 30, 2002).
   3(a)    Certificate of Incorporation of Alpine (incorporated herein by
           reference to Exhibit 3(a) to the Annual Report on Form 10-K of Alpine
           for the year ended April 30, 1995 (the "1995 10-K")).
   3(b)    Amendment to the Certificate of Incorporation of Alpine (incorporated
           herein by reference to Exhibit 3(aa) of Post-Effective Amendment No.
           1 to the Registration Statement on Form S-3 (Registration No.
           33-53434) of Alpine, as filed with the Commission on May 12, 1993).
   3(c)    Certificate of the Powers, Designations, Preferences and Rights of
           the 9% Cumulative Convertible Preferred Stock of Alpine (incorporated
           herein by reference to Exhibit 1 to the Quarterly Report on Form 10-Q
           of Alpine for the quarter ended January 31, 1989).
   3(d)    Certificate of the Powers, Designations, Preferences and Rights of
           the 9% Cumulative Convertible Senior Preferred Stock of Alpine
           (incorporated herein by reference to Exhibit(c)to the Annual Report
           on Form 10-K of Alpine for the fiscal year ended April 30, 1992
           ("1992 10-K")).
   3(e)    Certificate of the Powers, Designations, Preferences and Rights of
           the 8.5% Cumulative Convertible Senior Preferred Stock of Alpine
           (incorporated herein by reference to Exhibit 3(e)to the Annual Report
           on Form 10-K of Alpine for the fiscal year ended April 30, 1994).
   3(f)    Certificate of the Powers, Designations, Preferences and Rights of
           the 8% Cumulative Convertible Senior Preferred Stock of the Company
           (incorporated herein by reference to Exhibit 3(f)to the 1995 10-K).
   3(g)    By-laws of Alpine (incorporated herein by reference to Exhibit 3(g)to
           the 1995 10-K).
   3(h)    Certificate of the Powers, Designations, Preferences and Rights of
           the Series A Cumulative Convertible Preferred Stock of Alpine
           (incorporated herein by reference to Exhibit 3.1 to the Quarterly
           Report on Form 10Q of Alpine for the quarter ended June 30, 2003 (the
           "June 30, 2003 10-Q'))
   4(a)    Rights Agreement, dated as of February 17, 1999, between Alpine and
           American Stock Transfer & Trust Company, as Rights Agent
           (incorporated herein by reference to Exhibit 4.1 to the Form 8-A of
           Alpine, as filed with the Commission on February 18, 1999).
   4(b)    Amendment No. 1, dated March 10, 2003, to the Rights Agreement, dated
           as of February 17, 1999, between The Alpine Group, Inc. and American
           Stock Transfer & Trust Company, as rights agent (incorporated herein
           by reference to Exhibit 4.1 to the Current Report on Form 8-K of
           Alpine filed on March 11, 2003).
   4(c)    Indenture dated as of August 4, 2003 between Alpine and American
           Stock Transfer & Trust Company, as Trustee, relating to Alpine 6%
           junior subordinated notes (incorporated herein by reference to
           Exhibit 4.1 to the June 30, 2003 10-Q).
  10(a)    Amended and Restated 1984 Restricted Stock Plan of Alpine
           (incorporated herein by reference to Exhibit 10.5 to the Registration
           Statement on Form S-4 (Registration No. 33-9978)of Alpine, as filed
           with the Commission on October 5, 1993 (the "S-4 Registration
           Statement")).
  10(b)    Amended and Restated 1987 Long-Term Equity Incentive Plan of Alpine
           (incorporated herein by reference to Exhibit 10.4 to the S-4
           Registration Statement).
  10(c)    Employee Stock Purchase Plan of Alpine (incorporated herein by
           reference to Exhibit B to the proxy statement of Alpine dated August
           22, 1997).
  10(d)    1997 Stock Option Plan (incorporated herein by reference to Exhibit
           10(tt)to the 1997 10-K).
  10(e)    Stock Compensation Plan for Non-Employee Directors of Alpine
           (incorporated herein by reference to Exhibit 10.1 to the Quarterly
           Report on Form 10-Q of Alpine for the quarter ended January 30,
           1999).


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<PAGE>

  10(f)    Lease Agreement by and between ALP(TX)QRS 11-28, Inc., and Superior
           TeleTec Transmission Products, Inc., dated as of December 16, 1993
           (incorporated herein by reference to Exhibit (i)to the Quarterly
           Report on Form 10-Q of Alpine for the quarter ended January 31,
           1994).
  10(g)    First Amendment to Lease Agreement, dated as of May 10, 1995, by and
           between ALP (TX)QRS 11-28, Inc. and Superior TeleTec Inc.
           (incorporated herein by reference to Exhibit 10(o)to the 1995 10-K).
  10(h)    Second Amendment to Lease Agreement, dated as of July 21, 1995, by
           and between ALP(TX)QRS 11-28, Inc. and Superior Telecommunications
           Inc. (incorporated herein by reference to Exhibit 10(x)to the 1995
           10-K).
  10(i)    Third Amendment to Lease Agreement, dated as of October 2, 1996, by
           and between ALP(TX)QRS 11-28, Inc. and Superior Telecommunications
           Inc. (incorporated herein by reference to Exhibit 10.8 to the
           Registration Statement on Form S-1 (Registration No. 333-09933)of
           Superior TeleCom, as filed with the Commission on August 9, 1996, as
           amended (the "TeleCom S-1")).
  10(j)    First Amendment to Guaranty and Surety Agreement, dated as of October
           2, 1996, among the Company, Superior TeleCom and ALP (TX)QRS 11-28,
           Inc. (incorporated herein by reference to Exhibit 10.12 to the
           TeleCom S-1).
  10(k)    Employment Agreement, dated as of April 26, 1996, by and between
           Alpine and Steven S. Elbaum (incorporated herein by reference to
           Exhibit 10(q) Annual Report on Form 10-K of Alpine for the year ended
           April 30, 1996 (the "1996 10-K").
  10(l)    Second Amendment, dated May 14, 2003, to the Loan and Security
           Agreement by and among the lenders identified on the signature pages
           thereof (together with their respective successors and assigns),
           Congress Financial Corporation, as documentation agent, Foothill
           Capital Corporation, as arranger and administrative agent, Alpine
           Holdco Inc., DNE Manufacturing and Service Company, DNE Technologies,
           Inc., Essex Electric Inc. as borrowers, and DNE Systems, Inc. as a
           credit party (incorporated herein by reference to the Quarterly
           Report on Form 10-Q of Alpine for the quarter ended March 31, 2003).
  10(m)    Third Amendment, dated May 31, 2003, to the Loan and Security
           Agreement by and among the lenders identified on the signature pages
           thereof (together with their respective successors and assigns),
           Congress Financial Corporation, as documentation agent, Foothill
           Capital Corporation, as arranger and administrative agent, Alpine
           Holdco Inc., DNE Manufacturing and Service Company, DNE Technologies,
           Inc., Essex Electric Inc. as borrowers, and DNE Systems, Inc. as a
           credit party (incorporated herein by reference to the June 30, 2003
           10-Q).
  10(n)    Amendment No. 1, dated as of March 15, 1999, to The Alpine Group,
           Inc. 1997 Stock Option Plan (incorporated herein by reference to
           Exhibit 10(ll)to the 1999 10-K).
  10(o)    Amendment No. 2, dated as of April 1, 1999, to The Alpine Group, Inc.
           1997 Stock Option Plan (incorporated herein by reference to Exhibit
           10(mm)to the 1999 10-K).
  10(p)    Amendment No. 3, dated as of May 14, 1999, to The Alpine Group, Inc.
           1997 Stock Option Plan (incorporated herein by reference to Exhibit
           10(nn)to the 1999 10-K).
  10(q)    Fourth Amendment to Lease Agreement, dated as of November 27, 1998,
           between ALP (TX)QRS 11-28, Inc. and Superior Telecommunications Inc.
           (incorporated herein by reference to Exhibit 10(x)to the Annual
           Report on Form 10-K of Superior TeleCom Inc. for the year ended
           December 31, 1999 (the "Superior 1999 10-K").
  10(r)    Second Amendment to Guaranty and Suretyship Agreement, dated as of
           November 27, 1998, among ALP (TX)QRS 11-28, Inc., Superior TeleCom
           and Alpine (incorporated herein by reference to Exhibit 10(y)to the
           Superior 1999 10-K).
  10(s)    The Alpine Group, Inc. Deferred Stock Account Plan (incorporated
           herein by reference to Exhibit 10(ss) to the Annual Report on Form
           10-K of the Company for the year ended December 31, 2000 (the "2000
           10-K").
  10(t)    Amendment Number One to The Alpine Group, Inc. Senior Executive
           Retirement Plan (Amended and Restated as of January 1, 2001)
           (incorporated herein by reference to Exhibit 10(ggg) to the Annual
           Report on Form 10-K of Alpine for the year ended December 31, 2001
           (the "2001 10-K")).
  10(u)    Fifth Amendment to Lease Agreement and Waiver, dated as of December
           27, 2001, between ALP (TX) QRS 11-28, Inc. and Superior
           Telecommunications Inc. (incorporated herein by reference to Exhibit
           10(yy) to the Annual Report on Form 10-K of Superior TeleCom Inc. for
           the year ended December 31, 2001 ("the Superior 2001 10-K")).
  10(v)    Loan and Security Agreement, dated as of December 11, 2002, by and
           among the lenders identified on the signature pages thereof (together
           with their respective successors and assigns), Congress Financial
           Corporation (Southern), as documentation agent, Foothill Capital
           Corporation, as arranger and administrative agent, Alpine Holdco
           Inc., DNE Manufacturing and Service Company, DNE Technologies, Inc.
           and Essex Electric Inc., as borrowers, and DNE Systems, Inc., as a
           credit party (incorporated herein by reference to Exhibit 10.1 to the
           Current Report on Form 8-K of Alpine filed on December 26, 2002).
  10(w)    Amendment, dated January 3, 2003, to the Employment Agreement, dated
           as of April 26, 1996, by and between Alpine and Steven S. Elbaum
           (incorporated herein by reference to Exhibit 10(ll) to the Annual
           Report on Form 10-K of Alpine for the year ended December 31, 2002
           (the "2002 10-K")).
  10(x)    Amended and Restated Employment Agreement, dated as of December 11,
           2002, between Essex Electric Inc. and Harold M. Karp (incorporated
           herein by reference to Exhibit 10(mm) to the 2002 10-K).


                                       4
<PAGE>

  10(y)    Management agreement dated December 11, 2002, between Alpine and
           Alpine Holdco Inc. (incorporated by reference to Exhibit 10(nn) to
           the 2002 10-K).
  10(z)    Consent, Amendment and Waiver to Lease Agreement, dated as of
           December 11, 2002, between ST (TX) LP and Superior Telecommunications
           Inc. (incorporated herein by reference to Exhibit 10(oo) to the 2002
           10-K).
 10(aa)*   Warrant dated December 11, 2002 from Essex Electric Inc. ("Essex")
           issued to Superior Telecom Inc. ("Superior")
 10(bb)*   Securityholders Agreement dated as of December 11, 2002 by and among
           Essex, Alpine Holdco ("Holdco") and Superior.
 10(cc)*   Amendment No. 1 to Securityholders Agreement dated September 23, 2002
           by and among Essex, Holdco and Superior.
 10(dd)*   Employment Arrangement between The Alpine Group, Inc. and K. Mitchell
           Posner, dated March 24, 2003.
 10(ee)*   Employment Agreement between the Essex Electric Inc. and David A.
           Owen dated May 13, 2003.
 10(ff)*   Fourth Amendment, dated December 8, 2003, to Loan and Security
           Agreement by and among the lenders identified on the signature pages
           thereof (together with their respective successors and assigns),
           Wells Fargo Foothill, Inc., as agent and Congress Financial
           Corporation, as documentation agent, Alpine Holdco Inc., DNE
           Manufacturing and Services Company, DNE Technologies, Inc. and Essex
           Electric Inc., as borrowers, and DNE Systems, Inc., as credit party.
  10(gg)   Employment Agreement, dated as of April 26, 1996, by and between
           Alpine and Bragi F. Schut (incorporated herein by reference to
           Exhibit 10(s) to the 1996 10-K).
  10(hh)   Employment Agreement, dated as of November 10, 1993, by and between
           Alpine and James R. Kanely (incorporated herein by reference to
           Exhibit 10(v) to the Annual Report on Form 10-K of Alpine for the
           fiscal year ended April 30, 1995).
 10(ii)**  Form of subscription agreement entered into on June 23, 2003 by
           certain officers and directors of Alpine in connection with the
           private placement of the Series A Preferred Stock.
   21*     List of Subsidiaries
  23(a)*   Consent of Deloitte & Touche LLP
  23(b)*   Notice regarding consent of Arthur Andersen LLP
  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*     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to Section 906 of Sarbanes-Oxley Act of 2002


-----------

*     Previously filed.
**    Filed herewith.


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<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) 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.

      Dated: October 22, 2004
                                             THE ALPINE GROUP, INC.

                                             By:    /s/ STEVEN S. ELBAUM
                                                ---------------------------
                                                      Steven S. Elbaum
                                                  Chairman of the Board and
                                                   Chief Executive Officer

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


           Name                           Title                       Date
           ----                           -----                       ----


 /s/ STEVEN S. ELBAUM         Chairman of the Board and Chief
---------------------------   Executive Officer
     Steven S. Elbaum         (principal executive officer)     October 22, 2004


 /s/ David A. Owen            Chief Financial Officer
---------------------------   (principal financial and
     David A. Owen            and accounting officer)           October 22, 2004


 /s/ KENNETH G. BYERS, JR.    Director                          October 22, 2004
---------------------------
     Kenneth G. Byers, Jr.


 /s/ RANDOLPH HARRISON        Director                          October 22, 2004
---------------------------
     Randolph Harrison


 /s/ JOHN C. JANSING          Director                          October 22, 2004
---------------------------
     John C. Jansing


 /s/ JAMES R. KANELY          Director                          October 22, 2004
---------------------------
     James R. Kanely


 /s/ BRAGI F. SCHUT           Director                          October 22, 2004
---------------------------
     Bragi F. Schut


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