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

                                   -----------

                                  FORM 10-K/A-3

             (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 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-3 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-3.

Explanatory Note

This Form 10-K/A-3 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 and procedures were effective at a
reasonable assurance level 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

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>

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

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>

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

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: November 4, 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.

<TABLE>
<CAPTION>
          Name                                     Title                                      Date
          ----                                     -----                                      ----
<S>                                   <C>                                                 <C>
  /s/ STEVEN S. ELBAUM                Chairman of the Board and Chief
-----------------------------------     Executive Officer (principal executive officer)   November 4, 2004
  Steven S. Elbaum


  /s/ David A. Owen                   Chief Financial Officer (principal financial and
-----------------------------------     and accounting officer)                           November 4, 2004
  David A. Owen


  /s/ KENNETH G. BYERS, JR.           Director                                            November 4, 2004
-----------------------------------
  Kenneth G. Byers, Jr.


  /s/ RANDOLPH HARRISON               Director                                            November 4, 2004
-----------------------------------
  Randolph Harrison


  /s/ JOHN C. JANSING                 Director                                            November 4, 2004
-----------------------------------
  John C. Jansing


  /s/ JAMES R. KANELY                 Director                                            November 4, 2004
-----------------------------------
  James R. Kanely


  /s/ BRAGI F. SCHUT                  Director                                            November 4, 2004
-----------------------------------
  Bragi F. Schut
</TABLE>


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