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

                                   FORM 10-K/A


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

                     For the fiscal year ended December 31, 2004

                                         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                             07073
       East Rutherford, New Jersey                        (Zip code)
(Address of principal executive offices)


         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.

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

      At April 25, 2005, the  registrant had 15,787,013  shares of common stock,
par  value  $.10 per  share,  outstanding.  The  aggregate  market  value of the
outstanding shares of such common stock held by non-affiliates of the registrant
on June 30, 2004 was approximately $30.8 million based on the closing price of
$3.40 per share of such common stock on such date.


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

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EXPLANATORY  NOTE:  This  Annual  Report  on Form  10K/A  has been  filed by the
Registrant  to amend the Annual  Report on Form 10-K filed by the  Registrant on
March 31, 2005 to include the  information  required  to be  disclosed  by Items
10-14 of Part III of Form 10-K.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

Directors

      The  Board  of  Directors  of The  Alpine  Group,  Inc.  ("Alpine"  or the
"Company")  consists  of three  classes of  directors,  with terms  expiring  in
successive  years,  and the  directors  serve  until their  successors  are duly
elected.

<TABLE>
<CAPTION>
                                        Year First
                                           Elected
Name                             Age       Director   Position with the Company and Other Business Experience
----                             ---       --------   -------------------------------------------------------
<S>                               <C>         <C>     <C>
Kenneth G. Byers, Jr.........     61          1993    President    of    Byers    Engineering    Company,    a
                                                      telecommunications technical services and software firm,
                                                      since 1971.
Steven S. Elbaum.............     56          1980    Chairman of the Board of Directors  and Chief  Executive
                                                      Officer of the Company since 1984. Chairman of the Board
                                                      of Directors of Superior Cables Ltd.  (formerly known as
                                                      Cables of Zion United  Works,  Ltd.),  an  Israel-based,
                                                      publicly  traded  wire  and  cable  manufacturer  and an
                                                      affiliate  of the  Company.  Chairman  of the  Board  of
                                                      Directors  of  Spherion   Corporation   (NYSE:  SFN),  a
                                                      provider   of   staffing,   recruiting   and   workforce
                                                      solutions.  A  director  of  Vestaur  Securities,   Inc.
                                                      (AMEX:VES), a closed-end fund.
Randolph Harrison............     72          1980    Private  investor.
John C. Jansing..............     79          1978    Private investor.  Lead director of Vestaur  Securities,
                                                      Inc.
James R. Kanely..............     63          1993    Private investor.
Bragi F. Schut...............     64          1983    Retired.  Executive  Vice  President of the Company from
                                                      1986 until his retirement in February 2002.
</TABLE>

      The Board of Directors has determined  that James R. Kanely,  the chairman
of the Audit Committee of the Board of Directors, meets the criteria of an audit
committee  financial  expert  as  that  term is  defined  by the  United  States
Securities  and Exchange  Commission.  The  designation or  identification  of a
person as an audit committee financial expert does not impose on such person any
duties,  obligations or liability that are greater than the duties,  obligations
and  liability  imposed on such  person as a member of the audit  committee  and
board of directors in the absence of such  designation  or  identification,  nor
does it affect the duties,  obligations  or liability of any other member of the
audit committee or board of directors.  Mr. Kanely is an "independent"  director
as that term is used in Item 7(d)  3(iv) of  Schedule  14A under the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act") and under Section 303A.06
of the New York Stock Exchange Rules and Regulations.

Executive Officers

      Set forth below is certain information regarding the executive officers of
the Company, each of whom serves at the discretion of the Board.


                                       2
<PAGE>

<TABLE>
<CAPTION>
Name                      Age      Position with the Company and Other Business Experience
----                      ---      -------------------------------------------------------
<S>                        <C>     <C>
Steven S. Elbaum           56      Chairman of the Board of Directors  and Chief  Executive
                                   Officer of the  Company  since 1984.  From 1996  through
                                   2002,  Mr.  Elbaum  was  Chairman  and  Chief  Executive
                                   Officer of Superior  TeleCom Inc.  ("Superior  TeleCom")
                                   and  Chairman of its Board of Directors  until  November
                                   10, 2003.

K. Mitchell Posner         55      Executive  Vice-President  of the  Company  since  March
                                   2003.  From June 2000 through  October  2002, a managing
                                   director  of  UBS  Global  Management,  Inc.,  a  global
                                   investment and money management firm and a subsidiary of
                                   UBS AG. From October 1997 until June 2000,  President of
                                   Camulus   Capital,   LLC,  a  financial  and  management
                                   consulting firm.

David A. Owen              59      Chief  Financial  Officer of the Company since May 2003.
                                   Senior  Vice-President  - Finance of Essex Electric Inc.
                                   ("Essex Electric"),  a subsidiary of the Company,  since
                                   December  2002.  From November  1998 until  December 11,
                                   2002, Mr. Owen was Executive Vice-President - Finance of
                                   Superior TeleCom.

Harold M. Karp             49      President  of  Essex   Electric   since  December  2002.
                                   President of the  Electrical  Group of Superior  TeleCom
                                   from  January  2001  until  December  11,  2002.  Senior
                                   Vice-President--Operations    of   Superior    TeleCom's
                                   Communications  Group from October 1996 through December
                                   2000.

Stewart H. Wahrsager       55      Senior Vice-President and General Counsel of the Company
                                   from  January 1996 until April 2001,  and since  January
                                   2004.  Corporate  Secretary of the Company since January
                                   1996.  Senior  Vice  President  and  General  Counsel of
                                   Superior  TeleCom from April 2001  through  December 31,
                                   2003 and  Corporate  Secretary of Superior  TeleCom from
                                   October 1996 through December 2003.

Dana P. Sidur              53      Vice-President  and  Corporate  Treasurer of the Company
                                   since  March  16,  2005.   Vice-President   -  Corporate
                                   Development  of the Company from  September 1997 through
                                   December  2001,  and from  November 2003 until March 15,
                                   2005. Vice-President - Corporate Development of Superior
                                   TeleCom from January 2002 through October 2003.
</TABLE>

      Superior TeleCom and its U.S.  subsidiaries filed voluntary  petitions for
relief  under  Chapter 11 of the  United  States  Bankruptcy  Code in the United
States  Bankruptcy  Court for the District of Delaware on March 3, 2003. On such
date,  the  Company  owned  48.9% of the  outstanding  common  stock of Superior
TeleCom  and Mr.  Elbaum was  Chairman  of its board of  directors.  Mr.  Elbaum
resigned as Chairman on November 10, 2003,  the date Superior  TeleCom's Plan of
Reorganization became effective.

Code of Ethics

      The Company has  adopted a Code of Ethics that  applies to all  employees,
including its Chief Executive Officer,  who is its principal  executive officer,
and Chief  Financial  Officer,  who is its principal  financial  and  accounting
officer.  A copy of the Code of Ethics may be obtained  from the Company free of
charge.  Requests should be directed to the Corporate Secretary at the principal
executive office of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

      Based solely on a review of the reports and  representations  furnished to
the Company during the year ended December 31, 2004,  except as hereinafter  set
forth,  the Company  believes that each of the persons  required to file reports
under Section 16(a) of the Exchange Act, was in compliance  with all  applicable
filing  requirements.  James R. Kanely was late in reporting the sale in January
2004 of 6,260  shares  of  common  stock of the  Company  held for Mr.  Kanely's
benefit under an  institutionally  administered  retirement  plan.  The sale was
effected by the institutional  administrator of the plan without prior notice to
or  consultation  with Mr. Kanely.  K. Mitchell Posner was late in reporting his
beneficial acquisition on September 30, 2004 of 13,284 shares of common stock of
the  Company.  These shares were  automatically  credited as of such date to Mr.
Posner's deferred stock account under the Company's  Deferred Stock Account Plan
based on his earlier  election  under the Plan to reinvest  into common stock of
the Company all cash deemed  dividends  allocated to his deferred  stock account
under the Plan.


                                       3
<PAGE>

Item 11. Executive Compensation

The  following  table  sets forth  certain  information  during the years  ended
December 31, 2004, 2003 and 2002 with respect to compensation  earned by or paid
to the  Company's  Chief  Executive  Officer,  and each of the four most  highly
compensated  executive  officers of the Company  other than the Chief  Executive
Officer.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                        Annual Compensation (1)                         Long-Term
                                                                                   Compensation Awards
Name and Principal             Fiscal                             Other Annual    Restricted    Option
  Position                      Year    Salary (2)    Bonus (3)   Compensation     Stock (4)     Shares    Other (5)
-------------------------       ----    ----------    ---------   ------------     ---------     -------   ---------
<S>                             <C>       <C>           <C>       <C>                <C>          <C>          <C>
Steven S. Elbaum                2004      $621,920     $373,152   $ 48,163 (6)            --          --       $37,505
Chairman and Chief              2003       621,920      186,576     48,163 (6)      $114,000     450,000        40,676
Executive Officer               2002       175,000                 581,410 (6)                               3,781,146 (7)

K. Mitchell Posner              2004      $250,008     $150,000         --                --          --       $18,068
Executive Vice-President        2003       206,038       62,250     39,588 (8)       $76,000     300,000       133,668
                                2002

David A. Owen                   2004      $247,596      $95,000                           --          --       $11,006
Chief Financial Officer         2003       247,596       94,279                      $15,200      55,000        10,611
                                2002        10,316                                                                 542

Harold M. Karp                  2004      $250,008     $131,250                           --          --       $12,812
President of Essex              2003       250,008      131,252                      $15,200     125,000        19,261
Electric Inc.                   2002        10,417      100,000                                                    534

Stewart H. Wahrsager            2004      $161,000      $60,000   $133,224 (10)      $36,400      90,000       $18,484
Senior Vice-President and       2003
  General Counsel (9)           2002            --           --         --                --          --        24,585 (11)
</TABLE>

-----------

(1)   The aggregate dollar value of all perquisites and other personal benefits,
      securities or property  earned by or paid to any of the named  individuals
      did not exceed the lesser of $50,000 or 10% of the total annual salary and
      bonus set forth for such  individual  during any of the last three  fiscal
      years.

(2)   40%  percent  of the amount  shown for 2003 was not paid to Mr.  Elbaum in
      cash but rather in deferred shares of the common stock, par value $.10 per
      share, of the Company ("Alpine Common Stock").  See the description of Mr.
      Elbaum's  employment  agreement under  "Employment  Agreements".  Does not
      include  salary of $725,000 paid to Mr. Elbaum by Superior  TeleCom during
      the year ended December 31, 2002.

      The  amounts  shown for (i)  Messrs.  Owen and Karp in respect of the year
      ended December 31, 2002 represent wages paid commencing December 11, 2002,
      the date of the  Electrical  Acquisition  (as  defined  below in "Item 13.
      Certain Relationships and Related Transactions"), through the end of 2002,
      and (ii) Mr.  Posner  in  respect  of the year  ended  December  31,  2003
      represents  wages  paid  commencing  March  11,  2003,  the  date  of  his
      commencement of employment.

(3)   Pursuant to the terms of each executive's  employment agreement with Essex
      Electric, (i) Mr. Karp received (a) a $100,000 one-time,  lump sum signing
      bonus,  which is included in the amount shown for the year ended  December
      31,  2002,  and (b) a retention  bonus of  $112,500,  payable in two equal
      installments,  the first and the second  installments  are included in the
      amount shown for the years ended  December 31, 2003 and December 31, 2004,
      respectively,  and (ii) Mr.  Owen  received a  retention  bonus of $40,000
      payable in two equal  installments,  the first and the second installments
      are included in the amount shown for the years ended December 31, 2003 and
      December 31, 2004, respectively.


                                       4
<PAGE>

      In February 2004, the Compensation  Committee  recommended to the Board of
      Directors,  and the Board of Directors  approved,  incentive  compensation
      cash bonuses for fiscal year 2003 for the named executives which were paid
      in March 2004.  Accordingly,  the  respective  amounts of such bonuses are
      included  in the  amounts  shown for the year ended  December  31, 2003 as
      follows: Mr. Elbaum, $186,576; Mr. Posner, $62,250; Mr. Owen, $74,279; and
      Mr. Karp, $75,002.

      On March 15, 2005,  the  Compensation  Committee  approved and the Company
      paid cash  bonuses  for fiscal year 2004 in the  following  amounts to the
      following  named  executive  officers:  Mr.  Posner,  $150,000;  Mr. Owen,
      $75,000; Mr. Karp, $75,000; and Mr. Wahrsager, $60,000. On April 28, 2005,
      the Compensation Committee approved a cash bonus for Mr. Elbaum for fiscal
      year 2004 in the amount of 60% of his 2004 base  compensation or $373,152.

(4)   The amounts  indicated in this column are calculated  based on the closing
      market price of Alpine Common Stock on the date of each  restricted  stock
      award (for 2004,  $0.91 per share on January 20, 2004, for 2003, $0.76 per
      share on June 20, 2003). Restrictions in respect of these restricted stock
      awards are  released  automatically  in  installments  of one-third of the
      total  award  granted to each named  executive  on each of the first three
      anniversaries of the respective grants. The aggregate number of unreleased
      restricted shares of Alpine Common Stock held at December 31, 2004 and the
      value of such  holdings  based on the market  price  therefor of $2.02 per
      share, determined as of December 31, 2004, was as follows:  100,000 shares
      and $202,000 for Mr.  Elbaum;  66,667 shares and $134,667 for Mr.  Posner;
      13,334  shares and $26,935 for each of Messrs.  Karp and Owen;  and 40,000
      shares and $80,800 for Mr. Wahrsager.  Pursuant to the Company's  Deferred
      Stock  Account Plan,  Messrs.  Elbaum,  Posner,  Karp and Owen in December
      2003, and Mr. Wahrsager in March 2004, elected to defer all such shares of
      restricted Common Stock into each such individual's respective participant
      account under such Plan.

(5)   The  amounts  set forth  include  (i)  medical  reimbursement  for Messrs.
      Elbaum, Posner and Wahrsager, (ii) with respect to Mr. Karp, an automobile
      allowance for the period December 12-31, 2002 and all of 2003 and 2004, as
      well as club  membership  dues for 2003;  with  respect  to Mr.  Owen,  an
      automobile  allowance for the period December 12-31,  2002 and all of 2003
      and 2004;  with respect to Mr.  Posner,  an  automobile  allowance for the
      period  March 11  through  December  31,  2003  and all of 2004,  and with
      respect to Mr.  Wahrsager,  an automobile  allowance  for 2004,  (ii) book
      value of an automobile  transferred  to Mr. Elbaum in 2002,  (iii) imputed
      premium costs of group term life insurance for all of the named  executive
      officers,  (iv) with  respect  to Mr.  Elbaum,  imputed  premium  costs of
      endorsement split dollar life insurance, reimbursement for club membership
      in the amount of  $17,500 in each of 2003 and 2004 and annual  dues in the
      amount of $2,883 and $4,325 in 2003 and 2004, respectively,  in accordance
      with his employment agreement; and (v) in respect of Mr. Posner in 2003, a
      relocation   allowance  and  reimbursement  of  expenses  of  $122,036  in
      connection  with his  relocation  to New  Jersey in 2003  pursuant  to his
      employment arrangement with the Company.

(6)   Represents the  contractual  forgiveness of loans made to Mr. Elbaum prior
      to the effective date of the Sarbanes-Oxley Act of 2002 in connection with
      (i) the tax  consequences  of  certain  restricted  stock  awards  and the
      exercise  of certain  stock  options and (ii) in respect of the year ended
      December 31, 2002, the  relinquishment of certain  split-dollar  insurance
      arrangements.

(7)   In addition to the amounts paid to Mr. Elbaum in 2002 as noted in footnote
      5, the amount set forth also includes (i) $2,894,180, which represents the
      sole  and  final  distribution  made  directly  to Mr.  Elbaum  in 2002 in
      connection  with the  cessation of all benefit  accruals  under the Alpine
      Senior  Executive  Retirement  Plan  ("SERP") in 2001,  as approved by the
      Compensation  Committee,   (ii)  $750,000  paid  to  Mr.  Elbaum  in  2002
      representing  the unpaid  termination  balance due to him  pursuant to the
      terms  of  his  employment   agreement  with  Superior  TeleCom  upon  his
      resignation  as Chief  Executive  Officer of Superior  TeleCom,  which the
      Company  assumed in connection  with the Electrical  Acquisition and (iii)
      $134,325 paid to Mr. Elbaum in 2002 in consideration  for the cancellation
      of certain  stock  options  previously  granted by the Company to purchase
      shares of PolyVision Common Stock.

(8)   Represents  payment to Mr. Posner for the tax consequences of a relocation
      allowance  and  reimbursement  of  relocation  expenses,  as  described in
      footnote 5 above.

(9)   Upon resignation from Superior TeleCom, on December 31, 2003 Mr. Wahrsager
      was reemployed by the Company on January 1, 2004.

(10)  Represents (i) the contractual  forgiveness of loans made to Mr. Wahrsager
      prior  to  the  effective  date  of the  Sarbanes-Oxley  Act  of  2002  in
      connection with the tax consequences of certain restricted stock awards to
      him,  and (ii) a  distribution  in the amount of  $125,000  from the rabbi
      trust which was established by the Company for his benefit under the terms
      of and in connection  with the  cessation in 2001 of all benefit  accruals
      under the SERP.


                                       5
<PAGE>

(11)  Represents  amount paid to Mr.  Wahrsager in 2002 in  connection  with the
      cancellation of certain stock options previously granted by the Company to
      purchase shares of PolyVision Common Stock.

           STOCK OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 2004

<TABLE>
<CAPTION>
                        Number of     % of Total                             Potential Realizable Value
                       Securities      Options                                (at assumed annual rates
                       Underlying     Granted to    Exercise                 of stock price appreciation
                         Options      Employees      Price      Expiration        for option term)
Name                     Granted        In 2004      ($/sh)       Date           ----------------
----                     -------        -------      ------       ----
                                                                                5%            10%
                                                                                --            ---

<S>                      <C>            <C>           <C>         <C>         <C>           <C>
Stewart  H. Wahrsager    90,000         84.1%         0.91        1/20/14     $51,506       $130,528
</TABLE>


             AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES

      The following table presents  information for the individuals  named above
as to the exercise of stock options  during the year ended December 31, 2004 and
the  number  of  shares  underlying,  and  the  value  of,  unexercised  options
outstanding at December 31, 2004:

<TABLE>
<CAPTION>
                                Exercised During    Number of Shares Underlying     Value of Unexercised
                                      2004              Unexercised Options       In-the-Money Options (1)
                                      ----              -------------------       ------------------------
                            Shares
                           Acquired      Value
Name                      on Exercise   Realized    Exercisable   Unexercisable  Exercisable    Unexercisable
----                      -----------   --------    -----------   -------------  -----------    -------------
<S>                        <C>          <C>            <C>         <C>           <C>              <C>
Steven S. Elbaum           150,000      $336,000           --       300,000            --         $378,000
K. Mitchell Posner          66,666       149,332       33,333       200,001      $ 42,000          252,001
Harold M. Karp              41,666        91,249           --        83,334            --          105,001
David A. Owen               18,333        40,149           --        36,667            --           46,200
Stewart H. Wahrsager            --            --       16,500        90,000            --           99,900
</TABLE>

-----------

(1)   Based  upon the  closing  price of $2.02  of the  Alpine  Common  Stock on
      December 31, 2004.

                                  PENSION PLAN

      Each of Messrs.  Elbaum, Schut and Wahrsager  participated in the SERP, an
unfunded non-qualified defined benefit plan. Benefit accruals under the SERP for
Messrs.  Elbaum,  Schut  and  Wahrsager  were  frozen  as of June 14,  2001.  In
connection with the cessation of benefits under the frozen SERP, during 2002 the
entire  final  benefit  accrued  thereunder  in respect of Mr.  Wahrsager in the
amount of $427,855 was contributed to a so-called "rabbi" trust for his benefit.
In addition,  during 2002, sole and final distributions of accrued benefits were
made  directly  to each of  Messrs.  Elbaum  and  Schut in  connection  with the
cessation  of all  benefit  accruals  under the SERP in 2001,  as  follows:  Mr.
Elbaum,  $2,894,180;  Mr. Schut,  $2,290,781.  The Company contributed an amount
equal to not more than 15% of the frozen accrued benefits for Messrs. Elbaum and
Schut to so-called "rabbi" trusts, all or a portion of which was utilized to pay
the premiums on second to die life  insurance  contracts on each of the lives of
Messrs.  Elbaum and Schut.  In January 2004,  the Company,  upon approval of the
Compensation  Committee,  liquidated the life insurance contracts and terminated
the "rabbi"  trusts.  The  proceeds  of  $377,927 in respect of Mr.  Elbaum were
contributed  to a rabbi trust under the SERP in accordance  with its  provisions
and in June 2004,  the  proceeds of $333,094  in respect of Mr.  Schut,  who had
retired as an employee of the Company, were paid to him.


                                       6
<PAGE>

Compensation of Directors

      The annual  retainer of the Company for directors who are not employees of
the Company or otherwise  compensated  by the Company is $25,000,  together with
expenses of attendance.  The non-employee  directors of the Company also receive
$1,500 for each meeting of the Board of Directors or of a committee of the Board
attended ($2,000 for committee chairmen).

      Under The Alpine Group,  Inc.  Stock  Compensation  Plan for  Non-Employee
Directors (the "Stock Compensation Plan"), non-employee directors of the Company
automatically  receive 50% of the annual retainer in either  restricted stock or
stock  options,  as  elected by the  non-employee  director.  Each  non-employee
director may also elect to receive all or a portion of the  remaining  amount of
the annual retainer,  in excess of 50% of the annual retainer,  and meeting fees
in the form of restricted  stock or stock options instead of in cash. Each stock
option  granted  under  the  Stock   Compensation  Plan  expires  on  the  tenth
anniversary of the date of grant.  Awards of restricted  stock and stock options
under the Stock  Compensation  Plan vest upon the  earliest of the  following to
occur:  (i) the  third  anniversary  of the date of grant;  (ii) a  non-employee
director's  death;  and (iii) a change in control of the Company,  as defined in
the Stock Compensation Plan.

      Shares to be issued under the Stock  Compensation  Plan are made available
only from issued  shares of Alpine  Common Stock  reacquired  by the Company and
held in treasury until such time as the Stock  Compensation Plan may be approved
by the stockholders of the Company.  The Stock Compensation Plan is administered
and interpreted by the Board of Directors.

      Until 2001, when the Board of Directors  terminated the retirement benefit
plan for Board  members,  a  non-employee  director  with at least five years of
service would  receive,  upon reaching age 70 and  termination of service to the
Company,  a  retirement  benefit  of  $10,000  per year for 15 years  after  his
retirement, payable to the director or the director's beneficiaries in the event
of his death. The Company made mandatory lump sum distributions in 2002 equal to
the  present  value of  certain  non-employee  director's  retirement  benefits.
Retired  non-employee  directors,  Joseph Kell and Gene Lewis, who had commenced
receiving  annual  retirement  benefits as of the date of the termination of the
retirement  benefit plan,  continued to receive  their vested annual  retirement
benefits,  which, for Mr. Kell,  ended in January 2003 and, for Mr. Lewis,  will
end in July 2013.

Employment Agreements

      Pursuant to an agreement  entered into with Superior TeleCom in connection
with the Electrical  Acquisition and Superior TeleCom's September 2002 amendment
to its credit  facility,  Mr.  Elbaum  resigned  as Chief  Executive  Officer of
Superior  TeleCom as of December 31, 2002.  During 2002,  Mr.  Elbaum  served as
Chairman  and Chief  Executive  Officer of the  Company at reduced  compensation
pursuant to a letter  agreement  between Mr. Elbaum and the Company entered into
in April 2001. At that time, recognizing that the Company's operations were then
conducted  primarily  through its  holdings  in  Superior  TeleCom and its other
investments,  Mr.  Elbaum's  roles at the  Company  and  Superior  TeleCom  were
restructured  so that he would devote  substantially  his full business time and
focus as the Chief  Executive  Officer of Superior  TeleCom.  As a result of his
resignation  from Superior  TeleCom,  the original  terms and  provisions of the
employment  agreement  between Mr.  Elbaum and the Company  dated April 26, 1996
were automatically  reinstituted to reflect his current full-time  commitment to
the Company.

      Mr. Elbaum's employment  agreement provides for a base salary of $621,920,
subject to annual  adjustment  for  increases  in the consumer  price index.  On
January 3, 2003,  an  amendment to the  employment  agreement  provided  that in
respect of fiscal year 2003 his base salary  would be paid in a  combination  of
cash  and  Alpine  Common  Stock  based  on the  closing  price  on  such  date.
Specifically, the first 60% of Mr. Elbaum's base salary was paid in cash and the
remaining 40% was paid in shares of Alpine Common Stock. Accordingly,  in August
2003,  401,239  shares of Alpine  Common  Stock were  credited to the  Company's
Deferred Stock Account Plan for the benefit of Mr. Elbaum. Such shares of Alpine
Common  Stock are fully  vested and will be deferred for a period of five years.
Under the terms of the Deferred  Stock Account Plan, Mr. Elbaum will be entitled
to a matching  contribution in shares of Alpine Common Stock equal to 50% of the
shares deferred for the full five-year period.

      The  employment  agreement  with  Mr.  Elbaum  also  provides  for  annual
performance-based  bonuses,  participation  in  a  performance-based,  long-term
incentive  stock  option award  program and certain  other  benefits,  including
medical, dental and other insurance benefits. The agreement with Mr. Elbaum also
provides  that he will  serve on the  Board of  Directors  of the  Company,  and
continues for a term ending upon the occurrence of any of the following  events:
(i) death or disability of Mr. Elbaum;  (ii)  termination by the Company without
"cause" or for "cause";  or (iii) termination by the executive for "good reason"
or without "good reason." Generally, if Mr. Elbaum terminates his employment for
"good reason" or the Company terminates his employment without cause, Mr. Elbaum
is entitled to receive a severance  payment equal to one and one-half  times his
annual  salary  and bonus for the prior  year.  In the event of  termination  of
employment  under  other  circumstances,  including a "change in control" of the
Company,  Mr. Elbaum is entitled to varying benefits described in his employment
agreement.


                                       7
<PAGE>

      Mr. Posner's  employment with the Company  commenced as of March 10, 2003.
He is employed as executive  vice-president  reporting  to, and with such duties
and  responsibilities  as are delegated by, the chief  executive  officer of the
Company.  Mr. Posner's  annual base salary is $250,000,  less any amount paid to
him by Essex  Electric on account of direct  employment  with that  entity.  His
employment  arrangement also provides for an annual  performance  based bonus, a
long-term  equity  incentive grant awarded to him on June 20, 2003 consisting of
stock  options to purchase  up to 300,000  shares of Alpine  Common  Stock at an
exercise  price  equal to the  fair  market  value  as of the date of grant  and
vesting in three equal installments on each of the first three  anniversaries of
the grant date; and a grant of 100,000 shares of restricted Alpine Common Stock,
which  restrictions are released  automatically as to one-third of the aggregate
number of shares so  granted  on each of the first  three  anniversaries  of the
grant date, and provided that Mr. Posner is still  employed by the Company.  Mr.
Posner was also paid a relocation  allowance  and  reimbursement  of expenses in
connection  with his  relocation  to New  Jersey  during  2003.  His  employment
arrangement  provides  for his  nomination  for  election  to the Board and also
provides  for certain  other  benefits  including  fringe  benefits and medical,
dental and other  insurance  benefits.  Either  Mr.  Posner or the  Company  may
terminate the  employment  relationship  on sixty (60) days' prior notice to the
other.  Unless Mr.  Posner is  terminated  for  "cause",  he will be entitled to
severance  in an amount equal to twelve (12) months of his base salary in effect
immediately prior to his termination;  additionally the vesting and release date
for his unvested options and unreleased  restricted  Alpine Common Stock will be
accelerated  to  the  next  succeeding  anniversary  date  following  notice  of
termination.

      Mr.  Owen is  employed  pursuant  to an  employment  agreement  with Essex
Electric.  Pursuant  thereto,  he serves as Senior  Vice-President  - Finance of
Essex Electric and, since May 2003, as Chief  Financial  Officer of the Company.
The employment agreement provides for an annual base salary of $248,000, subject
to annual review,  and  eligibility  for an annual  performance  based bonus and
consideration  for  equity  based  incentive  awards  at the  discretion  of the
Compensation  Committee.  Mr. Owen received a $40,000  retention bonus which was
paid in two equal  installments on or about July 30, 2003 and February 29, 2004.
The  employment  agreement also provides for certain other  benefits,  including
fringe  benefits  and health and other  insurance  benefits.  Either Mr. Owen or
Essex  Electric may terminate his  employment at any time. In the event that Mr.
Owen is terminated by Essex  Electric  without  "cause" he will be entitled to a
lump  sum  severance  payment  equal  to 33 1/3% of his base  salary  in  effect
immediately  prior to the time of his  termination  times the number of years of
his employment  under the employment  agreement,  as well as the continuation of
health  insurance  and  related  benefits  for  18  months  thereafter.  If  his
employment is terminated  without  "cause" or he terminates  his  employment for
"good  reason"  within six (6) months  following  a "change of control" of Essex
Electric,  Mr. Owen is entitled to severance equal to one and one-half times his
base salary in effect immediately prior to any such termination.

      Mr.  Karp is  employed  pursuant  to an  employment  agreement  with Essex
Electric.  The  employment  agreement  provides  for an  annual  base  salary of
$250,000,  as adjusted  annually for increases in the consumer price index, plus
an annual  bonus  based on the  achievement  of  performance  goals set by Essex
Electric.  Mr. Karp  received a sign-on bonus of $100,000 in February 2003 and a
retention  bonus equal to $112,500,  paid in two equal  installments on or about
June 30, 2003 and January 15,  2004.  The  agreement  also  provides for certain
other  benefits,  including  fringe  benefits  and  medical,  dental  and  other
insurance  benefits.  Mr.  Karp's  employment  is for a  term  ending  upon  the
occurrence of any of the following events:  (i) death or disability of Mr. Karp;
(ii)  termination by Essex  Electric  without  "cause" or for "cause";  or (iii)
termination by Mr. Karp for "good reason" or without "good  reason."  Generally,
if Mr.  Karp  terminates  his  employment  for "good  reason" or Essex  Electric
terminates his  employment  without  "cause",  Mr. Karp is entitled to receive a
severance  payment equal to one times his annual salary and annual bonus for the
prior year. In the event of termination of employment under other circumstances,
including  a "change in  control"  of Essex  Electric,  Mr.  Karp is entitled to
severance equal to three times his annual salary and bonus.

      Following his resignation  from Superior  TeleCom as of December 31, 2003,
on  January 1, 2004,  Mr.  Wahrsager  was  reemployed  by the  Company as Senior
Vice-President,  General Counsel and Corporate  Secretary.  Mr. Wahrsager's base
salary for 2004 was $161,000 per annum increasing to $220,000 per annum in 2005.
He is  eligible  for an annual  performance  based bonus and  consideration  for
equity based incentive awards at the discretion of the  Compensation  Committee.
During the term of his employment,  Mr. Wahrsager is entitled to fringe benefits
and health and other  insurance  benefits  made  available by the Company to his
peer executives. In connection with his reemployment, the Compensation Committee
granted him an equity incentive award consisting of stock options to purchase up
to 90,000 shares of Alpine  Common Stock at an exercise  price equal to the fair
market value as of the date of grant and vesting in three equal  installments on
each of the first three  anniversaries  of the grant date; and a grant of 40,000
shares of  restricted  Alpine  Common  Stock,  which  restrictions  are released
automatically  as to one-third of the  aggregate  number of shares so granted on
each of the first three  anniversaries  of the grant date, and provided that Mr.
Wahrsager is still employed by the Company.  Either Mr. Wahrsager or the Company
may terminate his employment at any time.


                                       8
<PAGE>

Compensation Committee Interlocks and Insider Participation

      Randolph Harrison and John C. Jansing served on the Compensation Committee
during the year ended December 31, 2004.  There were no  compensation  committee
interlocks or insider (employee) participation during such period.

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters

As of April 25, 2005,  there were issued and  outstanding  15,787,013  shares of
Alpine Common Stock and 14,152 shares of Series A Preferred Stock. The following
table  contains  information  as of such date  regarding the number of shares of
Alpine Common Stock and Series A Preferred Stock  beneficially owned by (i) each
person known to the Company to have beneficial  ownership of more than 5% of the
Alpine  Common  Stock or Series A  Preferred  Stock,  (ii) each  director of the
Company,  (iii) each executive officer of the Company and (iv) all directors and
executive  officers as a group.  The  information  contained  herein is based on
information  provided by such beneficial  holders to the Company or contained in
publicly filed documents with the SEC.

<TABLE>
<CAPTION>
Name and Address of              Number of Shares of Alpine     Percent of    Number of Shares of Series A    Percent of
Beneficial Owner (1)                    Common Stock             Class (2)           Preferred Stock            Class
--------------------                    -------------            ---------           --------- -----            -----
<S>                                      <C>                      <C>                   <C>                     <C>
Steven S. Elbaum                         3,348,558 (3)            20.4%                 4,426 (17)              31.3%
Mellon Financial Corp.                     877,292 (4)             5.4%                    --                    0.0%
One Mellon Center
Pittsburgh, PA  15258
A. Alex Porter and Paul Orlin              717,400 (5)             4.4%                    --                    0.0%
Porter Orlin LLC
666 Fifth Avenue
New York, NY 10103
Bragi F. Schut                             638,902 (6)             3.9%                   322 (17)               2.3%
Kenneth G. Byers, Jr.                      630,198 (7)             3.9%                   500                    3.5%
John C. Jansing                            378,708 (8)             2.3%                   620                    4.4%
K. Mitchell Posner                         313,282 (9)             1.9%                 1,316                    9.3%
Stewart H. Wahrsager                       137,916 (10)              *                    265                    1.9%
James R. Kanely                            118,301 (11)              *                    400                    2.8%
Randolph Harrison                           92,036 (12)              *                    265                    1.9%
Harold M. Karp                             103,770 (13)              *                     53                      *
Dana P. Sidur                               79,499 (14)              *                     40                      *
David A. Owen                               56,666 (15)              *                     80                      *

All directors and executive              5,674,552 (16)           33.7%                 8,287                   58.6%
officers as a group
</TABLE>

*     Less than one percent


                                       9
<PAGE>

(1)   Unless  otherwise  indicated,  the address of each beneficial owner is c/o
      The Alpine Group, Inc., One Meadowlands Plaza, Suite 801, East Rutherford,
      New Jersey 07073.

(2)   All  holders of the Series A  Preferred  Stock,  including  the  Company's
      executive  officers  and  directors,  are entitled to vote their shares of
      Series A  Preferred  Stock on an  as-converted  basis,  together  with the
      Alpine Common Stock.  Each share of Series A Preferred  Stock is currently
      convertible  into 743.01 shares of Alpine Common Stock.  Accordingly,  the
      Company's  executive  officers and directors  have combined  voting power,
      giving  effect to both their  interests  in the Alpine  Common  Stock (but
      excluding shares credited to their respective accounts under the Company's
      Deferred  Stock  Account  Plan, as to which they do not have voting power)
      and Series A Preferred Stock, as follows:  Mr. Elbaum - 4,974,841 votes or
      18.5%;  Mr. Posner - 1,177,799  votes or 4.4%; Mr. Byers - 1,001,703 votes
      or 3.7%; Mr. Schut - 878,151 votes or 3.3%; Mr. Jansing - 839,374 votes or
      3.1%; Mr. Kanely - 415,505 votes or 1.6%; Mr. Wahrsager - 294,813 votes or
      1.1%;  Mr.  Harrison - 288,933 votes or 1.1%;  Mr. Karp - 123,149 votes or
      less than 1%; Mr. Owen - 96,106  votes or less than 1%; Ms. Sidur - 79,219
      votes or less than 1%; and all executive officers and directors as a group
      - 11,831,870 votes or 43.3%.

(3)   Includes  (i) 1,262  shares owned by Mr.  Elbaum's  wife as custodian  for
      their son, as to which shares Mr. Elbaum disclaims  beneficial  ownership,
      (ii) 5,000 shares owned by Mr. Elbaum as custodian for his daughter, as to
      which shares Mr.  Elbaum  disclaims  beneficial  ownership,  (iii) 150,000
      shares  issuable upon exercise of certain stock  options,  (iv)  1,662,277
      shares in Mr. Elbaum's account under the Company's  Deferred Stock Account
      Plan,  which  provides  that such  shares  shall be voted by action of the
      Board and (v) 223,284  shares in the accounts of certain other officers of
      the  Company  under the  Company's  Deferred  Stock  Account  Plan,  which
      provides that Mr. Elbaum has the sole power to vote such shares.

(4)   Based on a Schedule 13G filed with the Securities and Exchange  Commission
      on February 15, 2005. Mellon Financial  Corporation  together with certain
      of its  direct  and  indirect  subsidiaries,  have  the  sole  voting  and
      dispositive power over such shares.

(5)   Based on a Schedule 13D filed with the Securities and Exchange  Commission
      on November 15, 2001.  Messrs.  Porter and Orlin,  as general  partners or
      principals of certain entities,  have sole power to vote, direct the vote,
      dispose and direct the disposition of such shares.

(6)   Includes (i) 12,350  shares owned by Mr.  Schut's wife, as to which shares
      Mr. Schut disclaims beneficial ownership, (ii) 24,050 shares issuable upon
      exercise of certain  stock  options and (iii) 42,036  shares of restricted
      stock.

(7)   Includes 39,409 shares owned by Byers  Engineering  Company,  of which Mr.
      Byers is the president and sole  shareholder,  and 103,996 shares issuable
      upon exercise of certain stock options.

(8)   Includes 128,024 shares of restricted stock.

(9)   Includes  133,332  shares  issuable upon exercise of certain stock options
      and 100,000  shares of restricted  stock.  An aggregate of 113,284  shares
      have been  credited  to Mr.  Posner's  account  under the  Deferred  Stock
      Account  Plan,  which  provides that Mr. Elbaum has the sole power to vote
      such shares.

(10)  Includes 46,500 shares issuable upon exercise of certain stock options and
      40,000 shares of restricted  stock.  An aggregate of 40,000 shares of such
      restricted stock have been credited to Mr.  Wahrsager's  account under the
      Deferred  Stock Account Plan,  which provides that Mr. Elbaum has the sole
      power to vote such shares.

(11)  Includes 29,752 shares issuable upon exercise of certain stock options and
      138 shares  owned by Mr.  Kanely's  wife,  as to which  shares Mr.  Kanely
      disclaims beneficial ownership.

(12)  Includes 22,901 shares issuable upon exercise of certain stock options.

(13)  Includes 41,667 shares issuable upon exercise of certain stock options and
      20,000 shares of restricted  stock.  An aggregate of 20,000 shares of such
      restricted  stock  have been  credited  to Mr.  Karp's  account  under the
      Deferred  Stock Account Plan,  which provides that Mr. Elbaum has the sole
      power to vote such shares.

(14)  Includes 25,000 shares issuable upon exercise of certain stock options and
      30,000 shares of restricted  stock.  An aggregate of 30,000 shares of such
      restricted  stock have been  credited  to Ms.  Sidur's  account  under the
      Deferred  Stock Account Plan,  which provides that Mr. Elbaum has the sole
      power to vote such shares.


                                       10
<PAGE>

(15)  Includes 18,333 shares issuable upon exercise of certain stock options and
      20,000 shares of restricted  stock.  An aggregate of 20,000 shares of such
      restricted  stock  have been  credited  to Mr.  Owen's  account  under the
      Deferred  Stock Account Plan,  which provides that Mr. Elbaum has the sole
      power to vote such shares.

(16)  Includes  (i) 595,531  shares  issuable  upon  exercise  of certain  stock
      options, (ii) 1,662,277 shares in Mr. Elbaum's account under the Company's
      Deferred  Stock  Account  Plan,  which  provides that such shares shall be
      voted by action of the  Board,  and  (iii)  18,750  shares as to which the
      officers and directors disclaim beneficial ownership.

(17)  Includes in the case of Mr. Elbaum, and excludes in the case of Mr. Schut,
      1,052 shares owned by a limited liability company, in which Messrs. Elbaum
      and Schut are the sole members. Mr. Elbaum has an economic interest in 574
      of such  shares,  and Mr.  Schut has an  economic  interest in 478 of such
      shares, but Mr. Elbaum, as sole manager of such limited liability company,
      has sole voting and dispositive  power with respect to all such shares. In
      addition,  the other shares of Series A Preferred Stock beneficially owned
      by  Mr.  Elbaum  are  either  held  directly  by  Mr.  Elbaum  or  through
      family-owned entities.

      Information about the Company's equity  compensation plans at December 31,
2004 was as follows:

<TABLE>
<CAPTION>
                                                                                                      Number of securities
                                                    Number of securities                               remaining available
                                                      to be issued upon                                for future issuance
                                                         exercise of          Weighted-average            under equity
                                                         outstanding          exercise price of        compensation plans
                                                      options, warrants     outstanding options,      (excluding securities
Plan Category                                            and rights          warrants and rights    reflected in column (a))
-------------                                            ----------          -------------------    ------------------------
                                                             (a)                     (b)                       (c)
<S>                                                       <C>                      <C>                       <C>
Equity Compensation plans approved by security
holders
- 1987 Long-Term Equity Incentive Plan ...........           68,550                $4.2324                    N/A (4)
- 1997 Stock Option Plan .........................          868,701                $0.8168                   36,767
- 1984 Restricted Stock Plan .....................           26,004                $1.0311                   41,728
                                                            -------                                          ------
                                                            963,255                                          78,495
                                                            -------                                          ------
Subtotal - security holder approved plans

Equity Compensation plans not approved by
security holders
- Stock Compensation Plan for Non-
  Employee Directors (1)                                    582,528                $1.3735                     (5)
- Deferred Stock Account Plan (2)                           690,494                $1.1123                     (5)
- Individual Stock Option and Restricted
  Stock Grants (3)                                          100,000                $0.7600                     (5)
                                                          ---------                                            ---
 Subtotal - security holder non-approved plans            1,373,022
                                                          ---------

Total - Equity Compensation Plans ................        2,336,277                                          78,495
                                                          =========                                          ======
</TABLE>

----------

(1)   The Company adopted the Stock Compensation Plan for Non-Employee Directors
      (the  "Stock   Compensation  Plan")  in  January  1999.  Under  the  Stock
      Compensation Plan, each non-employee director of the Company automatically
      receives 50% of the annual retainer in either  restricted  common stock or
      non-qualified stock options, as elected by the director. In addition, each
      non-employee  director  may also elect to receive  all or a portion of the
      remaining  annual  retainer and any meeting fees in the form of restricted
      common stock or non-qualified stock options in lieu of cash payment.  Each
      stock  option  granted  under the Stock  Compensation  Plan expires on the
      tenth  anniversary  of the date of grant.  Awards of restricted  stock and
      stock options under the Stock  Compensation Plan vest upon the earliest of
      the  following  to  occur:  (i) the third  anniversary  of the date of the
      grant; (ii) a non-employee director's death; and (iii) a change in control
      of the  Company,  as defined in the Stock  Compensation  Plan.  Any shares
      issued  pursuant  to the Stock  Compensation  Plan will be issued from the
      Company's treasury stock.

(2)   The Company  adopted the Deferred Stock Account Plan (the "Deferred  Stock
      Account  Plan") in March 1999,  an  unfunded  deferred  compensation  plan
      whereby  certain  key  management  employees  are  permitted  to defer the
      receipt of all, or a portion of, bonuses paid in shares of common stock of
      the Company  (including shares of restricted stock) and shares issued upon
      stock option exercises.  The Deferred Stock Account Plan also provides for
      matching  contributions by the Company in various  percentages upon shares
      of common stock deferred  therein.  Shares issued pursuant to the deferred
      stock component of this plan are held in irrevocable  grantor trusts.  Any
      shares issued  pursuant to the Deferred  Stock Account Plan will be issued
      from the Company's treasury stock.


                                       11
<PAGE>

(3)   In 2003, the Compensation Committee granted non-qualified stock options to
      purchase  shares of the  Company's  common stock under  individual  option
      agreements to one  executive,  exercisable at the fair market value of the
      common  stock on the date of grant.  Any shares  issued  upon  exercise of
      these options will be issued from the Company's treasury stock.

(4)   Pursuant to the express terms of the 1987 Long-Term Equity Incentive Plan,
      no additional awards may be issued under this plan after 1997.

(5)   The plans not approved by stockholders do not contain a specified  maximum
      number of shares that can be issued to participants.  The number of shares
      issued for matching  contributions  under the Deferred  Stock Account Plan
      depends  generally upon the individual  elections made by the participants
      in the plan.  In respect of the  Individual  Stock  Option,  the number of
      shares  granted  is  determined  at the date of grant by the  Compensation
      Committee. Any shares issued pursuant to these arrangements will be issued
      from the Company's treasury stock.

Item 13. Certain Relationships and Related Transactions

      In December 2002, the Company acquired certain assets and liabilities from
Superior TeleCom (the "Electrical Acquisition").  At that time, the Company also
entered into a supply and transitional  services agreement with Superior TeleCom
which was  subsequently  replaced in November  2003 by a new supply and services
agreement between Superior Essex Inc. (the successor company to Superior Telecom
pursuant to the Plan or Reorganization)  and Essex Electric  (collectively,  the
"Supply  Agreements").  The Supply  Agreements  provided for the  purchase  from
Superior  TeleCom  of certain  specified  quantities  of copper rod and  certain
transitional  administrative  services to Alpine Holdco and Essex Electric.  The
Supply  Agreements  expired on December 31, 2004 in accordance with their terms.
The total cost of cooper rod purchased  under the Supply  Agreements in 2004 was
$89.2 million. The cost of administrative services for 2004 was $1.4 million.

      Essex  Electric  subleases a portion of its leased  facilities at Ontario,
California  and at McDonough,  Georgia to  subsidiaries  of Superior  Essex Inc.
Lease payments to Essex Electric by these subtenants were $0.7 million in 2004.

      Essex Electric processes insulated copper wire at its Jonesboro,  IN scrap
reclamation center for Superior Essex Inc. Essex Electric charges a fee for this
service and retains,  then sells, the copper reclaimed.  The charges to Superior
Essex Inc. for these services recorded in net sales were $0.6 million for 2004.

      In January 2005,  Superior Essex Inc. purchased 445 newly issued shares of
Essex Electric common stock for an aggregate purchase price of $1.2 million.

      At December 31,  2004,  Alpine has  outstanding  loans  including  accrued
interest to certain executive  officers  totaling $0.4 million,  relating to the
tax  implications  associated  with the exercise in prior years of stock options
and  restricted  stock grants.  During 2001,  the Company agreed to forgive such
loans and  accrued  interest,  with such  forgiveness  to occur  over a ten-year
period, subject to certain employment conditions.

      During 2004,  the Company  assigned  life  insurance  policies to Bragi F.
Schut,  a former  employee  and current  member of the Board of Directors of the
Company, in satisfaction of its obligation to pay $159,545 of annual premiums in
respect of the policies.  The aggregate net cash surrender value of the policies
at the time of assignment was $207,032.

      In  accordance  with  the  terms of Bragi  F.  Schut's  former  employment
agreement with the Company, in 2000 he commenced receiving an annuity of $18,900
per year for 15 years.

      In  accordance  with the  terms of James  R.  Kanely's  former  employment
agreement with the Company, in 2001 he commenced receiving an annuity of $34,700
per year for 15 years.  In March 2002,  the Company  liquidated its liability to
Mr.  Kanely  under the  Teletec  SERP and is paying him an annuity of $7,378 per
month for 15 years commencing in 2002.


                                       12
<PAGE>

Item 14. Principal Accounting Fees and Services

      The  following  table  details  the fees  billed  for each of the last two
fiscal years for  professional  services  rendered by Deloitte & Touche LLP, the
Company's principal accountants:

                                       Year Ended
                                       ----------
                              December 31,      December 31,
                                 2004              2003
                               --------          --------
Audit Fees (a)                 $480,000          $395,000
Audit-related Fees (b)           35,000           120,000
Tax Fees (c)                    205,000            23,000
All Other Fees (d)               14,000                --
                               --------          --------
Total                          $734,000          $538,000
                               ========          ========

(a)   Fees for audit services consisted of:
      -     Audit of the Company's annual financial statements
      -     Reviews of the Company's quarterly financial statements
      -     Consultation on SEC comments on the Company's proxy statement

(b)   Fees for audit-related services billed in 2004 consisted of:
      -     Audits  of the  Company's  two  defined  contribution  plans and one
            defined benefit plan

      Fees for audit-related services billed in 2003 consisted of:

      -     Services  provided in  connection  with the filing of the  Company's
            Registration  Statement Form S-2 related to the subscription  rights
            of holders of Alpine  Common  Stock to  purchase  Series A Preferred
            Stock and fees  related to  services  provided  in  connection  with
            review of the Company's  exchange tender offer filed with the United
            States Securities and Exchange Commission on June 23, 2003.

(c)   Fees for tax services billed in 2004 consisted of:

      -     Services  related to the  preparation  of the Company's 2003 Federal
            and State  Income  tax  returns  and 2004  quarterly  estimated  tax
            payments
      -     Assistance in connection  with the  disposition of the Company's DNE
            Systems Inc., subsidiary
      -     Other minor consultations

      Fees for tax services billed in 2003 consisted of:
      -     Services  related to the review of the  Company's  2002  Federal and
            State income tax return

(d)   Fees for other services billed in 2004 consisted of:
      -     Fees related to Company employees  attending  training class related
            to Sarbanes-Oxley Section 404
      -     Consultation related to benefit calculation for a certain executive
      -     Subscription to Deloitte and Touche on-line research tool

The charter of the Audit Committee  includes the requirement  that all audit and
non-audit  services  provided by the independent  auditor are preapproved by the
Audit Committee in accordance with Section 202 of the Sarbanes-Oxley Act.

The Fees outlined in the above table were  preapproved by the Audit Committee in
compliance  with the Audit  Committee  charter,  with the  exception of three de
minimus items totalling  approximately $6,000 that were subsequently approved by
the Audit Committee.


                                       13
<PAGE>

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.

      (c) Exhibits


Exhibit
Number    Description
------    -----------


2(a)     Purchase  Agreement,  dated  October 31,  2002,  by and among  Superior
         Telecom Inc.,  Superior  Telecommunications  Inc., Essex  International
           Name                     Title
         (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).
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).


                                       14
<PAGE>

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
         Inc.,  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  Inc.  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 Inc.
         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).
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).


                                       15
<PAGE>

10(aa)   Warrant  dated  December 11, 2002 from Essex  Electric  Inc.  ("Essex")
         issued to Superior Telecom Inc. ("Superior") (incorporated by reference
         to Exhibit 10 (aa) to the Annual  Report on Form 10-K of Alpine for the
         year ended December 31, 2003 (the "2003 10-K")).
10(bb)   Securityholders  Agreement  dated as of December  11, 2002 by and among
         Essex, Alpine Holdco ("Holdco") and Superior (incorporated by reference
         to Exhibit 10 (bb) to the 2003 10-K).
10(cc)   Amendment No. 1 to  Securityholders  Agreement dated September 23, 2002
         by and among Essex,  Holdco and Superior  (incorporated by reference to
         Exhibit 10 (cc) to the 2003 10-K).
10(dd)   Employment  Arrangement  between The Alpine Group, Inc. and K. Mitchell
         Posner,  dated March 24, 2003  (incorporated by reference to Exhibit 10
         (dd) to the 2003 10-K).
10(ee)   Employment  Agreement between the Essex Electric Inc. and David A. Owen
         dated May 13, 2003 (incorporated by reference to Exhibit 10 (ee) to the
         2003 10-K).
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  (incorporated  herein  by
         reference to Exhibit 10 (ff) to the 2003 10-K).
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 1995 10-K).
10(ii)   Form of subscription agreement entered into on June 23, 2003 by certain
         officer  and  directors  of  Alpine  in  connection  with  the  private
         placement  of the  Series A  Preferred  Stock  (incorporated  herein by
         reference to Exhibit 10(ii) of the 2003 10-K).
10(jj)   Stock  Purchase   Agreement   between  Alpine  Holdco  Inc.  and  Ultra
         Electronics  Defense,  Inc.,  dated as of June 18,  2004  (incorporated
         herein by reference to Exhibit 10 (gg) to the Quarterly  Report on Form
         10-Q of Alpine for the period ended June 30, 2004.)
10(kk)   Amendment Number One to The Alpine Group, Inc. Stock  Compensation Plan
         for Non-Employee Directors,  dated July 1, 2004 (incorporated herein by
         reference  to Exhibit  10(jj) to the  Quarterly  Report on Form 10-Q of
         Alpine for the period ended September 30, 2004 (the "September 30, 2004
         10-Q").
10(ll)   Amendment Number One to The Alpine Group,  Inc.  Deferred Stock Account
         Plan, dated July 30, 2004 (incorporated  herein by reference to Exhibit
         10 (kk) to the September 30, 2004 10-Q).
10(mm)   Fifth Amendment to Loan and Security Agreement, dated November 10, 2004
         by and among Alpine  Holdco Inc. and Essex  Electric  Inc. as borrowers
         and Wells  Fargo,  Foothill,  Inc.  as agent for the  lenders  and as a
         lender, Congress Financial Corporation (Central), and lenders from time
         to time party thereto  (incorporated by reference to Exhibit 10 (ll) to
         the September 30, 2004 10-Q).
10(nn)   Sixth Amendment to Loan and Security Agreement, dated February 28, 2005
         by and among  Alpine  Holdco Inc.  and Essex  Electric as borrower  and
         Wells Fargo,  Foothill,  Inc. as agent for the lenders and as a lender,
         Congress Financial Corporation (Central), as documentation agent and as
         a lender and the lenders from time to time party thereto  (incorporated
         by  reference  to Exhibit 10 (nn) on the Annual  Report  filed with the
         Securities  and Exchange  Commission  on March 31, 2005 on Form 10-K of
         Alpine for the year ended December 31, 2004 (the "2004 10-K")).
21       List of  Subsidiaries  (incorporated  by reference to Exhibit 21 on the
         2004 10-K).
23(a)    Consent of Deloitte & Touche LLP  (incorporated by reference to Exhibit
         23(a) on the 2004 10-K).
23(b)    Notice  regarding  consent  of Arthur  Andersen  LLP  (incorporated  by
         reference to Exhibit 23 (b) to the 2003 10-K).
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  (filed  with the 2004
         10-K).

-----------

   *  Filed herewith.


                                       16
<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: May 2, 2005
                                       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.

<TABLE>
<CAPTION>
           Name                     Title                                                 Date
           ----                     -----                                                 ----
<S>                              <C>                                                   <C>
/s/ Steven S. Elbaum             Chairman of the Board and Chief Executive Officer     May 2, 2005
-------------------------        (principal executive officer)

/s/ David A. Owen                Chief Financial Officer (principal financial and      May 2, 2005
-------------------------        accounting officer)

/s/ Kenneth G. Byers, Jr.        Director                                              May 2, 2005
-------------------------

/s/ Randolph Harrison            Director                                              May 2, 2005
-------------------------

/s/ John C. Jansing              Director                                              May 2, 2005
-------------------------

/s/ James R. Kanely              Director                                              May 2, 2005
-------------------------

/s/ Bragi F. Schut               Director                                              May 2, 2005
-------------------------
</TABLE>