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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

|ý                                                                    | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|-------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2002                         
|OR                                                                  
|o                                                                    | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                                    to

Commission file number 1-9078

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

|Delaware(State or other jurisdiction of
incorporation or organization)                    |  | 22-1620387(I.R.S. Employer Identification No.)
|----------------------------------------------------------------------------------------- |  | ----------------------------------------------
|One Meadowlands Plaza
East Rutherford, New Jersey(Address of principal executive offices) |  | 07073(Zip code)                               

Registrant's
telephone number, including area code201-549-4400

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Securities registered pursuant to Section 12(b) of the Act:

|Title of each class                    |  | Name of each exchangeon which registered
|-------------------------------------- |  | ----------------------------------------
|Common Stock, par value $.10 per share |  | Over the counter bulletin board         

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

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 ý    No o

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. ý

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

At
April 23, 2003, the registrant had 14,179,640 shares of common stock, par value $.10 per share, outstanding, and the aggregate market value of the outstanding shares of such
common stock held by non-affiliates of the registrant on such date was approximately $6.1 million based on the closing price of $0.53 per share of such common stock on such date.

DOCUMENTS INCORPORATED BY REFERENCENone

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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.

|Name                  |  | Age |  | Year First
Elected
Director |  | Position with the Company and Other Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--------------------- |  | --- |  | --------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Kenneth G. Byers, Jr. |  | 59  |  | 1993                        |  | President and sole shareholder of Byers Engineering Company, a telecommunications technical services and software firm, since 1971. A director of Superior TeleCom Inc., a manufacturer of wire and cable products of which the Company is a principal
stockholder ("Superior TeleCom").                                                                                                                                                                                                                                                                                                                                                            
|Steven S. Elbaum      |  | 54  |  | 1980                        |  | Chairman of the Board of Directors and Chief Executive Officer of the Company since 1984. Chairman of the Board of Directors of Superior TeleCom since 1996 and Chief Executive Officer of Superior TeleCom from 1996 through December 2002. 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, a provider of value added staffing and health care services. A director of Vestaur Securities, Inc., an investment company.
|Randolph Harrison     |  | 70  |  | 1980                        |  | Private investor and consultant to Poten & Partners, Inc., an energy and shipping industry consulting firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|John C. Jansing       |  | 77  |  | 1978                        |  | Private investor. A director of Vestaur Securities, Inc. and a former director of 14 Lord Abbett mutual funds. A director of Superior TeleCom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|James R. Kanely       |  | 61  |  | 1993                        |  | Private investor. A director of Superior TeleCom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Bragi F. Schut        |  | 62  |  | 1983                        |  | Executive Vice President of the Company from 1986 until his retirement in February 2002. A director of Superior TeleCom and Superior Cables Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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Executive Officers

Set forth below is certain information regarding the executive officers of the Company during 2002, each of whom serves or served at the discretion of the Board
of Directors.

|Name              |  | Age |  | Position with the Company and Other Business Experience                                                                                                                                                                                                                                                                                                     
|----------------- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Steven S. Elbaum  |  | 54  |  | Chairman of the Board of Directors and Chief Executive Officer of the Company since 1984. Chairman of the Board of Directors of Superior TeleCom since 1996 and Chief Executive Officer of Superior TeleCom from 1996 through December 2002.                                                                                                                
|Bragi F. Schut    |  | 62  |  | Executive Vice President of the Company from 1986 until his retirement in February 2002.                                                                                                                                                                                                                                                                    
|David S. Aldridge |  | 48  |  | Chief Financial Officer of the Company since November 1993 and Treasurer from January 1994 through April 2001. Chief Financial Officer and Treasurer of Superior TeleCom since 1996 and Chief Restructuring Officer of Superior TeleCom since January
2003. Mr. Aldridge is resigning as Chief Financial Officer of the Company effective as of May 1, 2003.
|Harold M. Karp    |  | 46  |  | President of Essex Electric Inc., a wholly owned subsidiary of the Company, 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.                                      

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. The Chapter 11 cases are being jointly administered (Case No. 03-10607).

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, 2002, the Company believes that
each of the persons required to file reports under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), was in compliance with all applicable filing
requirements.

Item 11.    Executive Compensation.

The following table sets forth certain information during the years ended December 31, 2002, 2001 and 2000 with respect to compensation earned by or paid
to the Company's Chief Executive Officer, each of the other most highly compensated executive officers of the Company other than the Chief Executive Officer and one additional individual for whom
disclosure would have been provided but for the fact that the individual was not serving as an executive officer of the Company at December 31, 2002.

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SUMMARY COMPENSATION TABLE

|                                                      |  |                |  | Annual Compensation(1) |                         | Long-Term
Compensation Awards |   |                 | 
|----------------------------------------------------- |  | -------------- |  | ---------------------- | ----------------------- | ----------------------------- | - | --------------- | 
|
|Steven S. Elbaum
Chairman and Chief
Executive Officer |  | 2002
2001
2000 |  | $                      | 175,000
175,000
598,000 | (2)(2)(2)                     | $ | 525,000
425,000 | 
|Bragi F. Schut(12)
Executive Vice President           |  | 2002
2001
2000 |  | $                      | 48,308
314,000
299,000  |                               | $ | 130,000
175,000 | 
|David S. Aldridge
Chief Financial Officer             |  | 2002
2001
2000 |  | $                      | 50,000
50,000
266,731   | (2)(2)                        | $ | 100,000
150,000 | 
|Harold M. Karp
President of Essex Electric Inc.       |  | 2002
2001
2000 |  | $                      | 10,417                  | (2)                           | $ | 100,000         | 

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STOCK OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 2002

There were no stock option grants to any of the named executive officers during the year ended December 31, 2002. Mr. Karp's employment agreement
provides that the Company will recommend to the Compensation Committee that Mr. Karp receive a stock option grant to purchase 125,000 shares of Alpine Common Stock. As of the current date, this
grant has not been awarded. See "Employment Agreements" below.

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, 2002 and
the number of shares underlying, and the value of, unexercised options outstanding at December 31, 2002:

|                  |  | Exercised During
2002 |  | Number of Shares Underlying
Unexercised Options |  | Value of Unexercised
In-the-Money Options(1)
|----------------- |  | --------------------- |  | ----------------------------------------------- |  | --------------------------------------------
|
|Steven S. Elbaum  |  |                      |  |                                                |  | 809,986                                     
|Bragi F. Schut    |  |                      |  |                                                |  | 328,780                                     
|David S. Aldridge |  |                      |  |                                                |  | 391,814                                     
|Harold Karp       |  |                      |  |                                                |  |                                            

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PENSION PLAN

Each of Messrs. Elbaum, Schut and Aldridge participated in the SERP, an unfunded non-qualified defined benefit plan. Benefit accruals under the
SERP for Messrs. Elbaum, Schut and Aldridge were frozen as of June 14, 2001. The sole and final distribution of the accrued benefit made directly to each of Messrs. Elbaum, Schut
and Aldridge in 2002 in connection with the cessation of all benefit accruals under the SERP in 2001 was as follows: Mr. Elbaum, $2,894,180; Mr. Schut, $2,290,781; and
Mr. Aldridge, $698,871. The Company contributed an amount equal to not more than 15% of the frozen accrued benefits for Messrs. Elbaum and Schut to a so-called "rabbi" trust,
all or a portion of which is being utilized to pay the premiums on second to die life insurance contracts on each of the lives of Messrs. Elbaum and Schut, as described under "Item 13.
Certain Relationships and Related Transactions."

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

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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 a mandatory lump sum distribution in 2002 equal to the present value of the non-employee director's retirement benefit as follows:
Mr. Byers, $52,706; Mr. Harrison, $100,578; Mr. Jansing, $102,950; Mr. Janson, $102,950; and Mr. Kanely, $59,152. 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 2001 and 2002, Mr. Elbaum continued to serve 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. The Company paid $750,000 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 was assumed in connection with the Electrical Acquisition and Superior TeleCom's
September 2002 amendment to its credit facility.

Mr. Elbaum's
employment agreement, which was amended by the Board of Directors on January 3, 2003, provides for a base salary of $621,920, which will be paid in a
combination of cash and Alpine Common Stock based on the closing price on January 3, 2003. Specifically, the first 60% of Mr. Elbaum's
base salary is payable in cash and the remaining 40% will be paid in shares of Alpine Common Stock. The shares of Alpine Common Stock will be credited to the Company's Deferred Stock Account Plan
immediately following the date on which Mr. Elbaum receives the final installment of the cash portion of his salary, but in no event earlier than July 3, 2003. Such shares of Alpine
Common Stock will be 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 25% of the shares that are deferred for a three-year period and an additional 25% of the shares that are 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

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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.

Recognizing
that the Company's operations were then conducted primarily through its holdings in Superior TeleCom and its other investments, Mr. Aldridge, who was primarily
involved in providing services to Superior TeleCom, joined Superior TeleCom effective as of January 1, 2001. In connection with this effort, in April 2001, the Company entered into a
letter agreement with Mr. Aldridge. The agreement with Mr. Aldridge acknowledges and sets forth the terms with regard to his ceasing to be an employee of the Company. During 2002,
Mr. Aldridge continued to serve as Chief Financial Officer of the Company at an annual fee of $50,000 and the Company agreed to honor its assumption of all obligations under the Teletec SERP,
which was paid in 2002. As a result of his enhanced responsibilities at Superior TeleCom, including his appointment as Chief Restructuring Officer of Superior TeleCom in January 2003,
Mr. Aldridge is resigning as Chief Financial Officer of the Company effective as of May 1, 2003. For a description of Mr. Aldridge's employment agreements with Superior TeleCom,
see "Item 13. Certain Relationships and Related Transactions."

In
connection with Mr. Schut's retirement as Executive Vice President of the Company in February 2002, with the approval of the Compensation Committee, the Company and
Mr. Schut agreed to a retirement and termination arrangement providing for a lump sum payment of $1.4 million and the continuation of certain fringe and health benefits.

Mr. Karp
is employed pursuant to an employment agreement with Essex Electric Inc. ("Essex Electric"), a wholly-owned subsidiary of the Company. 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 is entitled to a retention bonus equal to
$112,500, payable in two equal installments as soon as practicable following June 30, 2003 and January 15, 2004, provided he remains continuously employed through each such payment date
(unless employment is terminated by Essex Electric without "cause" or by Mr. Karp for "good reason") and subject to repayment in limited circumstances. The agreement also provides for certain
other benefits, including fringe benefits and medical, dental and other insurance benefits. The employment agreement provides that the Company will recommend to the Compensation Committee that
Mr. Karp receive a stock option grant to purchase 125,000 shares of Alpine Common Stock. As of the current date, this grant has not been awarded.

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 the 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.

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Compensation Committee Interlocks and Insider Participation

Randolph Harrison and John C. Jansing served on the Compensation Committee during the year ended December 31, 2002. There were no compensation
committee interlocks or insider (employee) participation during such period.

Item 12.    Security Ownership of Certain Beneficial Owners and Management.

As of April 23, 2003, there were issued and outstanding 14,179,640 shares of Alpine Common Stock. The following table contains information as of such date
regarding the number of shares of Alpine Common Stock beneficially owned by (i) each person known to the Company to have beneficial ownership of more than 5% of the Alpine Common Stock,
(ii) each director of the Company, (iii) each executive officer named in the Summary Compensation Table herein 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 Securities and Exchange Commission.

Name and Address of Beneficial Owner(1)

Number of
Shares

Percent of
ClassSteven S. Elbaum

3,096,058
(2)
20.6
%Alexandra Global Investment Fund I, Ltd.
237 Park Avenue
Ninth Floor
New York, NY 10017

2,050,291
(3)
14.5Bragi F. Schut

953,755
(4)
6.6Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, NY 10036

941,400
(5)
6.6A. Alex Porter and Paul Orlin
Porter, Felleman Inc.
666 Fifth Avenue
New York, NY 10103

717,400
(6)
5.1David S. Aldridge

587,541
(7)
4.0Kenneth G. Byers, Jr.

535,855
(8)
3.8John C. Jansing

310,333
(9)
2.2James R. Kanely

204,457
(10)
1.4Randolph Harrison

58,481
(11)
*Harold M. Karp

437

*All directors and executive officers as a group

5,523,687
(12)
34.7


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In
addition, there are issued and outstanding 250 shares of 9% Cumulative Convertible Senior Preferred Stock, par value $1.00 per share, of the Company, all of which are held by
Patrick W. Allender, 5 Holly Leaf Court, Bethesda, Maryland 20817.

Item 13.    Certain Relationships and Related Transactions

On December 11, 2002, in accordance with the terms of a definitive purchase agreement dated October 31, 2002, as amended on December 11,
2002, Alpine, through Alpine Holdco Inc. ("Alpine Holdco"), a wholly owned subsidiary of Alpine, acquired the following assets and securities from

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Superior TeleCom: (1) substantially all of the assets, subject to related accounts payable and accrued liabilities, of Superior TeleCom's electrical wire business, which is currently owned and
operated by Essex Electric; (2) all of the outstanding shares of capital stock of DNE Systems, Inc., a manufacturer of
multiplexers and other communications and electronic products; and (3) all of the outstanding shares of capital stock of Texas SUT Inc. and Superior Cable Holdings (1997) Ltd.,
which together own approximately 47% of Superior Cables Ltd., the largest Israeli-based producer of wire and cable products. The aggregate purchase price was approximately $85 million in
cash plus the issuance of a warrant to Superior TeleCom to purchase 19.9% of the common stock of Essex Electric. This transaction is hereinafter referred to as the "Electrical Acquisition".

In
connection with the Electrical Acquisition, Alpine Holdco, Essex Electric and Superior TeleCom entered into a Supply and Transitional Services Agreement (the "Supply Agreement").
Under the Supply Agreement Essex Electric, among other things, has agreed to purchase from Superior TeleCom certain specified quantities of its overall requirements of copper rod. The specified
quantities represent a range of Essex Electric's estimated total annual copper rod requirements for use in its building and industrial wire manufacturing process. The purchase price for copper rod
specified in the Supply Agreement is based on the COMEX price plus an adder to reflect conversion to copper rod. The costs of freight are paid by Essex Electric. The Supply Agreement also states that
Superior TeleCom will provide certain administrative services to Essex Electric, including accounting, legal, risk management, personnel, data processing, and employee relations services. Charges for
these services are generally based on actual usage or an allocated portion of the total cost to Superior TeleCom. The Supply Agreement expires on December 31, 2004 but may be terminated at any
time prior to that by mutual consent of Alpine and Superior TeleCom. Additionally, the parties may terminate various services provided for under the Supply Agreement upon certain prior notice as
provided therein. Superior TeleCom may terminate its obligations to supply copper rod upon 60 days' notice given any time after January 1, 2004 if Essex Electric has purchased less than
certain minimum quantities of copper rod specified in the Supply Agreement. The total cost of copper rod purchased under the Supply Agreement after December 11, 2002 was $10.8 million
and the cost for administrative services for 2002 was $0.3 million.

Effective
as of January 1, 2001, Superior TeleCom entered into an employment agreement with David S. Aldridge, as Senior Vice President and Chief Financial Officer.
Mr. Aldridge is entitled to an annual base salary of $290,000, as adjusted annually for increases in the consumer price index, and an annual fiscal year bonus based on Superior TeleCom's
incentive plan for senior management, plus other benefits, including incentive, savings and retirement plans, fringe benefits and medical, dental and other insurance benefits. As a result of his
enhanced responsibilities with Superior TeleCom, including his appointment as Chief Restructuring Officer of the Company in January 2003, Superior TeleCom increased Mr. Aldridge's base
salary effective as of March 31, 2003 to $345,000. The employment agreement contains customary terms and provisions with respect to termination and other matters. Mr. Aldridge's
employment agreement has not been assumed or rejected by the United States Bankruptcy Court for the District of Delaware in connection with Superior TeleCom's Chapter 11 filing.

In
connection with the Electrical Acquisition and Superior TeleCom's September 2002 amendment to its credit facility, Superior TeleCom and STI entered into an agreement (the
"Separation Agreement") with Mr. Elbaum pursuant to which Mr. Elbaum resigned, effective as of December 31, 2002, from his position as Chief Executive Officer of Superior TeleCom,
from employment with Superior TeleCom and its subsidiaries and from all other executive offices and trusteeships with, or relating to, Superior TeleCom and its subsidiaries that Mr. Elbaum held
prior to such date. Pursuant to the Separation Agreement, Superior TeleCom and STI paid Mr. Elbaum a lump sum cash payment in the amount of $750,000, less applicable withholding and other
payroll deductions, on the date of termination, in consideration for his resignation, his covenant not to compete and other valid

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consideration. Mr. Elbaum was also paid $41,896 for accrued vacation pursuant to the Separation Agreement. The aggregate amount of payments accepted by Mr. Elbaum pursuant to the
Separation Agreement is less than the severance payments to which Mr. Elbaum otherwise would have been entitled pursuant to the terms of his employment agreement with Superior TeleCom.

In
1998, the Compensation Committee determined that a $300,000 loan (which bears interest at the prime rate plus one-half percentage point) made by the Company in
June 1987 to Steven S. Elbaum to finance Mr. Elbaum's exercise of certain stock options would be forgiven over a period of four years commencing on July 15, 1999, provided that if
Mr. Elbaum voluntarily ceases his employment with the Company at any time during such period, the then outstanding balance of the loan and interest thereon would be immediately due and payable.
The final $75,000 installment was forgiven in July 2002.

Pursuant
to their respective employment agreements with the Company, Steven S. Elbaum, Chairman and Chief Executive Officer of the Company, and Bragi F. Schut, former Executive Vice
President of the Company, were loaned by the Company approximately $398,000 and $105,000, respectively, in respect of the tax consequences of certain restricted stock awards on each of
September 1, 1995, 1996 and 1997. The indebtedness, which was outstanding as of April 1, 2003, bears interest at the annual rate of 5.87%. Pursuant to the terms of the agreement entered
into between the Company and Mr. Elbaum in April 2001, the Company agreed that, so long as Mr. Elbaum continues to serve as an officer or director of the Company, Superior TeleCom
or any affiliate, the indebtedness in respect of certain restricted stock awards (plus accrued interest) would be forgiven over a period of 10 years commencing on January 1, 2002. The
Company also agreed that so long as Mr. Schut continues to serve as an officer or director of the Company, Superior TeleCom or any affiliate, his indebtedness in respect of certain restricted
stock awards (plus accrued interest) would be forgiven over a period of 10 years commencing on January 1, 2002. Notwithstanding the foregoing, in the event that Messrs. Elbaum's
or Schut's status as an officer or director of the Company, Superior TeleCom or any affiliate is terminated without cause during the aforesaid 10-year period and provided that he is no
longer an officer or director of the Company, Superior TeleCom or any affiliate, the entire remaining balance of his indebtedness would then automatically be forgiven. In connection with the
restructuring of the Company's management in 2001, the Company also agreed to forgive any remaining balance on a $14,000 loan (plus accrued interest) made to Mr. Elbaum in November 2000,
which balance was forgiven in 2001. Messrs. Elbaum and Schut will pay all taxes relating to any cancellation of indebtedness income arising out of the forgiveness of the aforementioned loans.

Effective
as of March 27, 2001, Messrs. Elbaum and Schut agreed to exchange a portion of their frozen accrued SERP benefits, as described above under "Pension Plan," for
Company funded second to die life insurance contracts on each of the lives of Messrs. Elbaum and Schut and their respective spouses. The annual premiums for this insurance coverage is $103,934
for the first year and $312,043 over the next three years for Mr. Elbaum and $109,141 for the first year and $219,592 over the next two years for Mr. Schut, which premiums may be
recovered by the Company upon the death of Mr. Elbaum or Schut, respectively. In connection with its contractual obligation to relinquish certain rights under its split-dollar insurance
arrangements with Mr. Elbaum, the Company converted the collateral assignment split-dollar insurance arrangements with Mr. Elbaum to endorsement split-dollar insurance arrangements and
endorsed the death benefits to a trust for the benefit of Mr. Elbaum's designated beneficiaries. The Company borrowed the amount of its net cash surrender value thereunder and loaned such
amounts to
Mr. Elbaum in 2001. In 2002, the loans, which were for $155,864, $173,862 and $97,548, plus accrued interest thereon, were forgiven following approval of the Compensation Committee. In
connection with its obligation to relinquish certain rights under its split-dollar insurance arrangement with Mr. Schut, the Company effected a tax-free exchange of the current
insurance policy for a new policy on Mr. Schut's life and concurrently effected an endorsement split-dollar arrangement to protect the Company's interest. The Company paid an initial premium of
$17,915

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on the new policy and is required to pay nine additional consecutive annual premiums of $17,915 commencing in 2002. Upon Mr. Schut's death, the Company is entitled to recover the premiums
paid.

All
of the foregoing loans were entered into prior to the effective date of the Sarbanes-Oxley Act of 2002 and no modifications have been made to these loans since that date.

On
October 2, 1996, at the time of Superior TeleCom's initial public offering, the Company entered into an agreement (the "Services Agreement") with Superior TeleCom. Pursuant to
the Services Agreement, the Company provided management and other services to Superior TeleCom. In exchange for such services, Superior TeleCom paid the Company a per annum fee plus reimbursement of
costs and expenses incurred in connection with the Company's provision of such services. Effective September 1, 2000, the per annum fee was increased from $2.7 million to
$5.0 million. The Services Agreement was further amended effective January 1, 2001 to provide for a reduction in the per annum fee from $5.0 million to $4.0 million for the
period from January 1, 2001 through June 30, 2002 and to provide for an additional fee of $1.0 million to be accrued and paid at such time as Superior TeleCom makes a
$175 million term loan prepayment from proceeds of a major asset divesture or equity transaction, which transaction did not occur. The annual fee under the Services Agreement was estimated to
reflect commercially reasonable costs for the services provided. However, the level of services provided by the Company was reduced during 2001 and further in 2002. The Services Agreement expired in
accordance with its terms on June 30, 2002, and no amounts were paid under the Services Agreement in 2002.

In
December 2001, Alpine, Superior TeleCom and STI, Superior TeleCom's wholly-owned subsidiary ("STI"), entered into a reimbursement agreement pursuant to which Alpine committed
to advance on behalf of STI approximately $3.8 million to be used solely to pay one quarterly cash interest payment on STI's senior subordinated notes. In May 2002, the commitment was
funded, and, pursuant to the terms of the reimbursement agreement, Superior TeleCom issued junior subordinated PIK notes to Alpine in the face amount of the funds advanced, with such notes due seven
years from the date issued. Interest on these notes is payable in the form of additional junior subordinated PIK notes for as long as the indebtedness arising under STI's senior credit agreement
remains outstanding. STI issued to Alpine a junior subordinated PIK note in the original principal amount of $93,913 as part of the consideration for Alpine's commitment. As additional consideration,
Superior TeleCom also issued Alpine warrants to purchase 200,000 shares of Superior Common Stock at an exercise price of $1.41 per share, and was obligated to issue Alpine warrants to purchase an
additional 50,000 shares of Superior Common Stock at the same exercise price upon obtaining requisite stockholder approval of such issuance. In addition, because the commitment was actually drawn
upon, Alpine was to be issued, subject to obtaining requisite stockholder approval of such issuance, additional warrants to purchase up to 2.1 million shares of Superior Common Stock; the first
900,000 warrants at an exercise price of $1.41, with the remainder at an exercise price of $1.69. All of the aforementioned warrants were canceled in connection with the Electrical Acquisition.

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.

The
Company owns one-eighth of an interest in each of two aircraft pursuant to an arrangement with Raytheon Travel Air Company. For the year ended December 31, 2002,
Superior TeleCom paid to the Company $179,181 in maintenance fees and $78,947 in usage fees, which amounts represent the maintenance and usage fees allocable to Superior TeleCom's usage of the
aircraft.

In
December 2002, the Company sold for $5,428,487.79 its investment of 160,256.41 shares in Alexandra Global Investment Fund I, Ltd., an investment management company,
which it originally purchased on February 1, 2002 for an aggregate purchase price of $5,000,000. Alexandra owns in excess of 5% of the Alpine Common Stock.

12

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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: April 30, 2003 |  |                        |                                                                                     
|--------------------- |  | ---------------------- | ------------------------------------------------------------------------------------
|                      |  | THE ALPINE GROUP, INC.
|                      |  |                        |                                                                                     
|                      |  | By:                    | /s/STEVEN S. ELBAUMSteven S. Elbaum Chairman of
the Board andChief Executive Officer

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

|Name                                          |  | Title                                                                           |  | Date          
|--------------------------------------------- |  | ------------------------------------------------------------------------------- |  | --------------
|                                              |  |                                                                                 |  |               
|/s/STEVEN S. ELBAUMSteven S. Elbaum           |  | Chairman of the Board and Chief Executive Officer (principal executive officer) |  | April 30, 2003
|/s/DAVID S. ALDRIDGEDavid S. Aldridge         |  | Chief Financial Officer (principal financial and accounting officer)            |  | April 30, 2003
|/s/KENNETH G. BYERS, JR.Kenneth G. Byers, Jr. |  | Director                                                                        |  | April 30, 2003
|/s/RANDOLPH HARRISONRandolph Harrison         |  | Director                                                                        |  | April 30, 2003
|/s/JOHN C. JANSINGJohn C. Jansing             |  | Director                                                                        |  | April 30, 2003
|/s/JAMES R. KANELYJames R. Kanely             |  | Director                                                                        |  | April 30, 2003
|/s/BRAGI F. SCHUTBragi F. Schut               |  | Director                                                                        |  | April 30, 2003

13

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I, Steven S. Elbaum, certify that:





Date:
April 30, 2003



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I,
David S. Aldridge, certify that:





Date:
April 30, 2003



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