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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, 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 1-9078

                             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:

                                                       NAME OF EACH EXCHANGE
        TITLE OF EACH CLASS                             ON 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 |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 April 15, 2004, the  registrant had 13,487,637  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, 2003 was  approximately  $9.4 million  based on the closing price of
$.80 per share of such common stock on such date.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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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.

<TABLE>
<CAPTION>
                                         YEAR FIRST
                                            ELECTED
NAME                              AGE      DIRECTOR    POSITION WITH THE COMPANY AND OTHER BUSINESS EXPERIENCE
----                              ---      --------    -------------------------------------------------------

<S>                                <C>         <C>     <C>
Kenneth G. Byers, Jr.........      60          1993    President  of  Byers  Engineering  Company,  a  telecommunications  technical
                                                       services and software firm, since 1971.

Steven S. Elbaum.............      55          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............      71          1980    Private  investor and  consultant  to Poten & Partners,  Inc.,  an energy and
                                                       shipping industry consulting firm.

John C. Jansing..............      78          1978    Private investor.  Lead director of Vestaur Securities, Inc.

James R. Kanely..............      62          1993    Private investor.

Bragi F. Schut...............      63          1983    Retired.  Executive  Vice  President  of the  Company  from  1986  until  his
                                                       retirement in February 2002. A director of Superior Cables Ltd.
</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 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 of Directors.

<TABLE>
<CAPTION>
NAME                       AGE        POSITION WITH THE COMPANY AND OTHER BUSINESS EXPERIENCE

<S>                         <C>       <C>
Steven S. Elbaum            55        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"),  a manufacturer of wire and cable products,  and a former
                                      majority-owned  subsidiary  of the  Company,  and  Chairman  of its Board of  Directors  until
                                      November 11, 2003.

K. Mitchell Posner          54        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.
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>
<S>                         <C>       <C>
David A. Owen               58        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              44        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        54        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.
</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 and it emerged from bankruptcy.

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, 2003, 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, 2003, 2002 and 2001 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, 2003.


                                       3
<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                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(5)     OTHER(6)
  --------                  ----      ----------       --------     ------------     --------        ---------     --------
<S>                          <C>      <C>            <C>            <C>            <C>               <C>         <C>
Steven S. Elbaum             2003     $  621,920     $  186,576     $   48,163(7)  $  114,000        450,000     $   40,676
Chairman and Chief           2002        175,000                       581,410(7)                                 3,781,146(8)
Executive Officer            2001        175,000        525,000         75,060(7)                                    15,697

K. Mitchell Posner           2003     $  206,038     $   62,250     $   39,588(9)  $   76,000        300,000     $  133,668
Executive Vice-President     2002
                             2001

David A. Owen                2003     $  247,596     $   94,279                    $   15,200         55,000     $   10,611
Chief Financial Officer      2002         10,316                                                                        542
                             2001

Harold M. Karp               2003     $  250,008     $  131,252                    $   15,200        125,000     $   19,261
President of Essex           2002         10,417        100,000                                                         534
Electric Inc.                2001

David S. Aldridge            2003     $   13,462
Chief Financial Officer      2002         50,000                                                                 $  996,035(12)
(10)                         2001         50,000     $  100,000     $   14,267(11)                                   25,973
</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)   Forty (40%) percent of the amount shown 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
      each of the years ended December 31, 2002 and 2001.

      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) for Mr.  Aldridge in respect of the year ended  December 31, 2003
      represents  wages paid during that year  through  the  resignation  of Mr.
      Aldridge in May 2003.  The amount shown for Mr.  Posner  represents  wages
      paid  commencing   March  11,  2003,  the  date  of  his  commencement  of
      employment.

(3)   In December 2001, the Executive Compensation and Organization Committee of
      the   Board  of   Directors   (the   "Compensation   Committee")   awarded
      discretionary   cash   transaction   bonuses  to  certain   executives  in
      recognition of their  contributions  to the successful  disposition of the
      Company's investment in PolyVision Corporation  ("PolyVision") pursuant to
      the merger of PolyVision  and a wholly owned  subsidiary of Steelcase Inc.
      in November  2001 (the  "PolyVision  Merger").  These  discretionary  cash
      transaction  bonuses were paid in February  2002 as follows:  Mr.  Elbaum,
      $525,000 and Mr. Aldridge, $100,000.

      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


                                       4
<PAGE>

      31,  2002,  and (b) a  retention  bonus of $56,250  included in the amount
      shown for the year ended  December 31, 2003,  and (ii) Mr. Owen received a
      retention bonus of $20,000 included in the amount shown for the year ended
      December 31, 2003.

      In February 2004, the Compensation  Committee  recommended to the Board of
      Directors,  and the Board of Directors  approved,  incentive  compensation
      cash bonuses for fiscal 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.

(4)   Based on the  closing  price of $0.76 of Alpine  Common  Stock on June 20,
      2003,  the  date on  which  the  restricted  stock  grant  was made by the
      Company.   Restrictions  in  respect  of  these  restricted  stock  awards
      automatically are released in installments of one-third of the total award
      granted to each named  executive  on each of the first  three  anniversary
      dates of grant.  The  following  table  presents  the  number of shares of
      restricted  stock awarded to the named executive  officers during the year
      ended December 31, 2003 and the aggregate value of such restricted  stock,
      based on the closing price of $0.95 of the Alpine Common Stock on December
      31, 2003:

                                                                AGGREGATE VALUE
                              SHARES OF RESTRICTED STOCK         OF RESTRICTED
                                    GRANTED AS OF                 STOCK AS OF
      NAME                        DECEMBER 31, 2003            DECEMBER 31, 2003
      ----                        -----------------            -----------------

      STEVEN S. ELBAUM                 150,000                     $142,500
      K. MITCHELL POSNER               100,000                       95,000
      HAROLD M. KARP                    20,000                      19,000
      DAVID A. OWEN                     20,000                      19,000

      In addition to the  restricted  stock  awards from the Company  during the
      period  covered  by the above  table,  during  2001,  Mr.  Elbaum,  in his
      capacity as an officer  and  employee  of  Superior  TeleCom,  was granted
      350,000  restricted  shares of common  stock,  par value $.01 per share of
      Superior TeleCom ("Superior Common Stock") by Superior TeleCom. All shares
      of  restricted  Superior  Common  Stock  were  cancelled  pursuant  to the
      Superior TeleCom Plan of Reorganization.

(5)   During 2000, Messrs.  Elbaum and Aldridge were granted options to purchase
      from the  Company a total of 67,000 and 22,000,  respectively,  issued and
      outstanding  shares  of  common  stock,  par value  $.001  per  share,  of
      PolyVision  that were owned by the  Company  ("PolyVision  Options").  The
      PolyVision  Options were  cancelled as part of the PolyVision  Merger.  In
      consideration of such cancellation,  Messrs.  Elbaum and Aldridge received
      cash  payments  from the Company  during  February  2003 of $134,325,  and
      $43,770, respectively.  This payment approximated the value of the options
      based upon the mid-range "Black-Scholes" valuation.

      During the year ended  December 31, 2001, Mr. Elbaum in his capacity as an
      officer and employee of Superior TeleCom received a grant of stock options
      to purchase  677,612  shares of Superior  Common  Stock and a  replacement
      stock option grant to purchase  572,388  shares of Superior  Common Stock.
      All options to purchase  shares of Superior  Common  Stock were  cancelled
      pursuant to the Superior TeleCom Plan of Reorganization.

(6)   The amounts set forth  include (i) an accrual  under the Superior  Teletec
      Inc.  ("Teletec")  Senior Executive  Retirement Plan (the "Teletec SERP"),
      which the Company assumed at the time of the acquisition of Teletec by the
      Company in 1993, for the payment of future annuities to Mr. Aldridge, (ii)
      medical reimbursement for Messrs. Elbaum, Posner and Aldridge,  (iii) with
      respect to Mr. Karp, an automobile  allowance for the period December 12 -
      December  31, 2002 and all of 2003,  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;  with  respect to Mr.  Posner,  an
      automobile  allowance  for the period March 11 through  December 31, 2003,
      and with  respect  to Mr.  Aldridge,  value of the use of a  company-owned
      automobile  for the years 2001 and 2002,  (iv) book value of an automobile
      transferred to Mr. Elbaum in 2002, (v) imputed premium costs of group term


                                       5
<PAGE>

      life insurance for all of the named executive officers,  (vi) with respect
      to Mr.  Elbaum,  imputed  premium costs of  endorsement  split dollar life
      insurance and in 2003  reimbursement  for club membership in the amount of
      $17,500  and annual  dues in the amount of $4,325 in  accordance  with his
      employment  agreement;  and (vii) in respect of Mr.  Posner,  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.

(7)   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.

(8)   In addition to the amounts paid to Mr. Elbaum in 2002 as noted in footnote
      6, 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, as described in footnote 5 above.

(9)   Represents  payment to Mr. Posner for the tax consequences of a relocation
      allowance  and  reimbursement  of  relocation  expenses,  as  described in
      footnote 6 above.

(10)  Mr.  Aldridge  resigned as Chief  Financial  Officer of the Company in May
      2003, at which time Mr. Owen was named Chief Financial Officer.

(11)  Represents  the  contractual  forgiveness  of a loan to Mr.  Aldridge  for
      certain  fringe   benefits  made  prior  to  the  effective  date  of  the
      Sarbanes-Oxley Act of 2002.

(12)  In  addition  to the  amounts  paid to Mr.  Aldridge  in 2002 as  noted in
      footnote  6, the  amount  set forth  also  includes  (i)  $698,871,  which
      represents the sole and final  distribution  made directly to Mr. Aldridge
      in 2002 in connection with the cessation of all benefit accruals under the
      SERP in 2001,  as approved by the  Compensation  Committee,  (ii) $244,229
      paid to Mr.  Aldridge in 2002,  which  represents the  discounted  present
      value of his accrued  benefit  under the Teletec  SERP,  which the Company
      determined to liquidate,  as approved by the Compensation  Committee,  and
      (iii)  $43,770  paid to Mr.  Aldridge  in 2002  in  consideration  for the
      cancellation of certain stock options previously granted by the Company to
      purchase  shares of PolyVision  Common  Stock,  as described in footnote 5
      above.


                                       6
<PAGE>

             STOCK OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                           POTENTIAL REALIZABLE VALUE
                            NUMBER OF       % OF TOTAL                                      (AT ASSUMED ANNUAL RATES
                            SECURITIES        OPTIONS                                      OF STOCK PRICE APPRECIATION
                            UNDERLYING      GRANTED TO       EXERCISE                           FOR OPTION TERM)
                             OPTIONS         EMPLOYEES        PRICE       EXPIRATION            ----------------
NAME                         GRANTED          IN 2003         ($/SH)         DATE              5%              10%
----                         -------          -------         ------         ----              --              ---
<S>                          <C>                <C>           <C>          <C>             <C>              <C>
STEVEN S. ELBAUM             450,000            32.2%         $0.76        6/20/13         $215,082         $545,060
K. MITCHELL POSNER           300,000            21.5%          0.76        6/20/13          143,388          363,373
HAROLD M. KARP               125,000             9.0%          0.76        6/20/13           59,745          151,406
DAVID A. OWEN                 55,000             3.9%          0.76        6/20/13           26,288           66,618
</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, 2003 and
the  number  of  shares  underlying,  and  the  value  of,  unexercised  options
outstanding at December 31, 2003:

<TABLE>
<CAPTION>
                                 EXERCISED DURING             NUMBER OF SHARES UNDERLYING              VALUE OF UNEXERCISED
                                       2003                       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                    --          --                  --             450,000                --            $85,500
K. Mitchell Posner                  --          --                  --             300,000                --              57,000
Harold Karp                         --          --                  --             125,000                --              23,750
David A. Owen                       --          --                  --              55,000                --              10,450
David S. Aldridge                   --          --              28,000                  --                --                  --
</TABLE>

----------

(1)   Based  upon the  closing  price of $0.95  of the  Alpine  Common  Stock on
      December 31, 2003.

                                  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 so-called  "rabbi"  trusts,  all or a portion of which to be
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."  In January 2004,  the Company,  upon
approval of the Compensation Committee,  liquidated the life insurance contracts
and  terminated the "rabbi"  trusts.  The proceeds in respect of Mr. Elbaum were
contributed to a rabbi trust under the SERP in accordance with its provisions.

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).


                                       7
<PAGE>

      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 2001 and 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 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 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


                                       8
<PAGE>

employment  under  other  circumstances,  including a "change in control" of the
Company,  Mr. Elbaum is entitled to varying benefits described in his employment
agreement.

      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  ranging from seven (7) 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 the  resignation of Mr. Aldridge in 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  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.  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.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      Randolph Harrison and John C. Jansing served on the Compensation Committee
during the year ended December 31, 2003.  There were no  compensation  committee
interlocks or insider (employee) participation during such period.


                                       9
<PAGE>

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

As of April 15, 2004,  there were issued and  outstanding  13,487,637  shares of
Alpine  Common  Stock  and  17,113  shares of  Series A  Cumulative  Convertible
Preferred  Stock ("Series A preferred  stock").(1)  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 Securities and Exchange Commission.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF                   NUMBER OF SHARES OF           PERCENT OF       NUMBER OF SHARES OF SERIES A     PERCENT OF
BENEFICIAL OWNER (1)                  COMMON STOCK (2)              CLASS (2)               PREFERRED STOCK             CLASS
-------------------                   ----------------            ---------               ---------------             -----
<S>                                         <C>                       <C>                      <C>                      <C>
STEVEN S. ELBAUM                            2,767,184 (3)             20.3%                    4,426 (15)               25.9%
A. ALEX PORTNER AND PAUL ORLIN
PORTER, FELLEMAN INC.
666 FIFTH AVENUE
NEW YORK, NY 10103                           717,400 (4)               5.3%                       ---                    ---
BRAGI F. SCHUT                               643,552 (5)               4.8%                       322 (15)               1.9%
KENNETH G. BYERS, JR.                        569,410 (6)               4.2%                       500                    2.9%
JOHN C. JANSING                              360,249 (7)               2.7%                       620                    3.6%
K. MITCHELL POSNER                           200,000 (8)               1.5%                     1,316                    7.7%
STEWART H. WAHRSAGER                         106,993 (9)                *                         265                    1.5%
JAMES R. KANELY                               96,712 (10)               *                         400                    2.3%
RANDOLPH HARRISON                             69,190 (11)               *                         265                    1.5%
HAROLD M. KARP                                62,104 (12)               *                          53                     *
DAVID A. OWEN                                 38,333 (13)               *                          80                     *

ALL DIRECTORS AND EXECUTIVE                4,865,214 (14)             35.0%                     8,247                   48.2%
OFFICERS AS A GROUP
</TABLE>

-----------

*     Less than one percent

(1)   Unless  otherwise  indicated,  the address of each beneficial owner is c/o
      The Alpine Group, Inc., One Meadowlands Plaza, Suite 200, East Rutherford,
      New Jersey 07073.

(2)   With respect to the Company's  executive officers and directors,  does not
      include  shares of Alpine  Common Stock  issuable  upon  conversion of the
      Series A preferred  stock,  because the Company's  executive  officers and
      directors  have agreed not to convert  the Series A  preferred  stock into
      Alpine  Common  Stock  until  the  Company  has  a  sufficient  number  of
      authorized  shares  of Alpine  Common  Stock to  permit  such  conversion.
      Nevertheless,  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. 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 - 4,669,876 votes or 18.3%; Mr. Posner - 1,076,023
      votes or 4.2%;  Mr.  Byers - 914,910  votes or 3.6%;  Mr.  Schut - 866,054
      votes or 3.4%;  Mr.  Jansing - 788,669 votes or 3.1%; Mr. Kanely - 373,112
      votes or 1.5%;  Mr.  Wahrsager  - 288,262  votes or 1.1%;  Mr.  Harrison -
      252,305 votes or 1.0%; Mr. Karp - 92,060 votes or less than 1%; Mr. Owen -


----------

(1)   The holders of Series A preferred  stock are entitled to vote their shares
on an  as-converted  basis together with the Alpine Common Stock.  Each share of
Series A  preferred  stock is  currently  convertible  into 691 shares of Alpine
Common Stock.

                                       10
<PAGE>

      86,946 votes or less than 1%; and all executive  officers and directors as
      a group - 10,563,891 votes or 41.0%.

(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 and (iv) 675,700
      shares  of  restricted  stock.  An  aggregate  of  575,700  shares of such
      restricted  stock and 579,974  shares  received  upon  exercise of certain
      stock  options  have  been  credited  to 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 of  Directors  of the  Company.  An
      additional  48,513  shares of  restricted  stock have been credited to the
      accounts of certain other officers of the Company under the Deferred Stock
      Account  Plan,  which  provides that Mr. Elbaum has the sole power to vote
      such  shares,  and such shares are  accordingly  included in Mr.  Elbaum's
      total.

(4)   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.

(5)   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) 36,686  shares of restricted
      stock.

(6)   Includes 39,409 shares owned by Byers  Engineering  Company,  of which Mr.
      Byers is the president  and sole  shareholder  and 43,208 shares  issuable
      upon exercise of certain stock options.

(7)   Includes 128,993 shares of restricted stock.

(8)   Includes  100,000  shares  issuable upon exercise of certain stock options
      and 100,000 shares of restricted  stock.  An aggregate of 33,333 shares of
      such restricted stock 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.

(9)   Includes 16,500 shares issuable upon exercise of certain stock options and
      41,846  shares of restricted  stock.  An aggregate of 1,846 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.

(10)  Includes  (i) 18,698  shares  issuable  upon  exercise  of  certain  stock
      options,  (ii)  6,260  shares  held in the STI  401(k)  Plan and (iii) 138
      shares owned by Mr. Kanely's wife, as to which shares Mr. Kanely disclaims
      beneficial ownership.

(11)  Includes 12,029 shares issuable upon exercise of certain stock options.

(12)  Includes 41,667 shares issuable upon exercise of certain stock options and
      20,000  shares of restricted  stock.  An aggregate of 6,667 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.

(13)  Includes 18,333 shares issuable upon exercise of certain stock options and
      20,000  shares of restricted  stock.  An aggregate of 6,667 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.

(14)  Includes  424,485 shares  issuable upon exercise of certain stock options,
      1,023,225  shares of  restricted  stock and 18,750  shares as to which the
      officers and directors disclaim beneficial ownership.

(15)  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


                                       11
<PAGE>

      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.

      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.  The holders of the 9% Cumulative  Convertible  Senior Preferred
Stock are  entitled to 100 votes per share and vote their shares  together  with
holders of the Alpine Common Stock.

INFORMATION ABOUT THE COMPANY'S EQUITY  COMPENSATION  PLANS AT DECEMBER 31, 2003
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.....................          1,290,500                      0.7696                      209,500
- 1984 Restricted Stock Plan.................             80,000                      0.7628                       12,721
                                                       ---------                                                  -----------
Subtotal - security holder approved plans              1,439,050                                                  222,221
                                                       =========                                                  ===========
Equity Compensation plans not approved by
security holders
- Stock Compensation Plan for Non-
  Employee Directors (1)                                 536,004                     $1.3941                              (5)
  - Deferred Stock Account Plan (2)                      333,936                     12.4093                              (5)
  - Individual Stock Option and Restricted
    Stock Grants (3)                                     420,000                      0.7707                              (5)
                                                       ---------                                                  -----------
 Subtotal - security holder non-approved plans         1,289,940                                                           --
                                                       ---------                                                  -----------

Total - Equity Compensation Plans .............        2,728,990                                                      222,221
                                                       =========                                                  ===========
</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:  (1) 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 unfounded  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


                                       12
<PAGE>

      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..

(3)   In 2003, the Compensation  Committee  granted  restricted common stock and
      non-qualified  stock options to purchase  shares of the  Company's  common
      stock  under  individual  option  agreements  to  certain  executives  and
      officers,  exercisable at the fair market value of the common stock on the
      date of grant.  Restricted  common stock grants and stock  options vest in
      equal annual  installments  over the three-year  period  commencing on the
      first  anniversary date of grant or, if earlier,  will fully vest upon the
      occurrence  of a change in control in the Company.  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 and  Restricted
      Stock  Grants,  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

      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 from Superior TeleCom: (1) 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) 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 up to 199 shares of the  capital  stock of Essex  Electric.
This transaction is 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 "Transitional Agreement"). Under the Transitional Agreement Essex
Electric,  among other things,  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 wire manufacturing  process.  The purchase price
for copper rod  specified  in the  Transitional  Agreement is based on the COMEX
price  plus an adder to  reflect  conversion  to copper  rod.  The  Transitional
Agreement   also   provided   for  Superior   TeleCom's   provision  of  certain
administrative  services to Essex Electric and Alpine Holdco.  Charges for these
services  were  generally  based on actual usage or an allocated  portion of the
total cost to Superior TeleCom.  On November 7, 2003 the Transitional  Agreement
was  cancelled  and  replaced  by a new Supply and  Services  Agreement  between
Superior Essex Inc. (the successor  company to Superior  TeleCom pursuant to the
Superior TeleCom Plan or Reorganization)  and Essex Electric.  The new agreement
provides  for the supply by Superior  Essex to Essex  Electric of copper rod, on
similar  pricing  terms,  for 2004 and  Superior  Essex's  provision  of certain
specified  administrative services for a limited time in 2004. The new agreement
expires on December 31, 2004 but may be  terminated at any time prior to that by
mutual consent of Superior Essex and Essex Electric.  Additionally,  the parties
may terminate  various  services  provided for under the agreement  upon certain
prior notice as provided  therein.  Superior Essex may terminate its obligations
to supply  copper rod upon 30 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 agreement and tested on a quarterly  basis.  The total cost
of copper rod purchased  for the year ended  December 31, 2003 was $99.6 million
and the cost for administrative services was $4.4 million.

      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


                                       13
<PAGE>

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  terminates  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.  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
2004, following approval of the Compensation  Committee,  the Company liquidated
the insurance  arrangements and the portion of the frozen accrued SERP exchanged
to pay the premiums  for the life  insurance  contracts  was, in the case of Mr.
Elbaum,  restored  to a "rabbi"  trust  under  the SERP,  and in the case of Mr.
Schut,  who had retired as an employee of the Company,  will be paid directly to
Mr. Schut. The foregoing  amounts restored to the SERP "rabbi" trust in relation
to Mr.  Elbaum  and to be paid  out to Mr.  Schut,  respectively,  reflect  only
previously frozen accrued SERP benefits of such individuals.  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 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.

      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.


                                       14
<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 accountant:

                                           YEAR ENDED
                               DECEMBER 31,           DECEMBER 31,
                                  2003                   2002
                                  ----                   ----

Audit Fees                     $395,000                $460,000
Audit-Related Fees                   --                      --
Tax Fees                         75,000(1)               22,000(2)
All Other Fees                  122,000(3)                   --


(1)   Fees related to the  preparation  of the Company's  2003 Federal and State
      income tax returns and quarterly estimated tax payments.

(2)   Fees  related to the review and  signing  of the  Company's  2002  Federal
      income tax return.

(3)   Fees  related to 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  ($73,000) and fees related to services  provided in connection with
      the review of the  Company's  exchange  tender offer filed with the United
      States Securities and Exchange Commission on June 23, 2003 ($49,000).

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.

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 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).


                                       15
<PAGE>

     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).

    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).


                                       16
<PAGE>

    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).

    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")
               (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  by reference to Exhibit 10
               (ff) to the 2003 10-K).

      21       List of Subsidiaries  (incorporated by reference to Exhibit 21 to
               the 2003 10-K).

    23(a)      Consent of Deloitte & Touche LLP  (incorporated  by  reference to
               Exhibit 23 (a) to the 2003 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
               (incorporated by reference to Exhibit 32 to the 2003 10-K).

----------

*     Filed herewith.


                                       17
<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: April 29, 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       April 29, 2004
   --------------------             (principal executive officer)


    /s/ David A. Owen               Chief Financial Officer                                 April 29, 2004
    -----------------               (principal financial and accounting officer)


/s/ Kenneth G. Byers, Jr.           Director                                                April 29, 2004
-------------------------

  /s/ Randolph Harrison             Director                                                April 29, 2004
  ---------------------

   /s/ John C. Jansing              Director                                                April 29, 2004
   -------------------

   /s/ James R. Kanely              Director                                                April 29, 2004
   -------------------

    /s/ Bragi F. Schut              Director                                                April 29, 2004
    ------------------
</TABLE>