**Exhibit
3(f)**
 
 **CERTIFICATE
OF AMENDMENT**
 
 **OF**
 
 **CERTIFICATE
OF INCORPORATION**
 
 **OF**
 
 **THE
ALPINE GROUP, INC.**
 
 
 The
undersigned corporation, in order to amend its Certificate of Incorporation,
hereby certifies as follows:
 
 FIRST:  The name
of the corporation is:
 
 The
Alpine Group, Inc.
 
 SECOND:  The
corporation hereby amends its Certificate of Incorporation as
follows:
 
 Article
FOURTH of the Certificate of Incorporation is hereby amended to read, in its
entirety, as follows:
 
 FOURTH : Capital
Stock . The
aggregate number of shares which the Corporation shall have authority to issue
shall be fifty million (50,000,000) shares of Common Stock, of the par value of
ten cents ($.10) each, and five hundred thousand (500,000) shares of Preferred
Stock, of the par value of one dollar ($1.00) each.
 
 Preferred
Stock . Shares
of Preferred Stock may be issued from time to time in series and the Board of
Directors of the Corporation is hereby authorized, subject to the limitations
provided by law, to establish and designate one or more series of the Preferred
Stock, to fix the number of shares constituting each series and to fix by
resolution or resolutions the designations and the relative rights, preferences
and limitations of the shares of each series and the variations and the relative
rights, preferences and limitations as between series and to increase and to
decrease the number of shares constituting each series, including, without
limiting the generality of the foregoing, such provisions as may be desired
concerning voting, redemption, dividends, dissolution or the distribution of
assets, conversion or exchange, and such other subjects or matters as may be
fixed by resolution or resolutions of the Board of Directors under the General
Corporation Law of the State of Delaware.
 
 
 Common
Stock . Subject
to any preferential dividend rights applicable to shares of the Preferred Stock,
the holders of shares of Common Stock shall be entitled to receive such
dividends as may be declared by the Board of Directors.
 
 In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, after distribution in full of the preferential amounts to be
distributed to the holders of shares of the Preferred Stock, the holders of
shares of Common Stock shall be entitled to receive all of the remaining assets
of the Corporation available for distribution to its stockholders, ratably in
proportion to the number of shares of Common Stock held by them.
  The
holders of shares of Common Stock shall be entitled to vote on all matters to be
voted upon by the stockholders generally at all meetings of the stockholders of
the Corporation and shall be entitled to one vote for each share of the Common
Stock held and entitled to vote at such meeting.
  Effective
at 6:00 p.m. (Eastern Time) on the effective date of the certificate of
amendment adding this paragraph to the Certificate of Incorporation (the
"Reverse Split Effective Time"), each share of the Common Stock, par value $.10
per share, of the Corporation outstanding at the Reverse Split Effective Time
shall, without any action on the part of the holder thereof, automatically be
reclassified and changed into one one-hundredth (1/100th) of a share of Common
Stock, par value $.10 per share, of the Corporation; provided, however, that (i)
if the foregoing reverse stock split (the "Reverse Split") would result in the
account of any holder of Common Stock having a number of shares of Common Stock
that is, in the aggregate, less than one (1) share ("Fractional Shares"), such
Fractional Shares shall, without any action on the part of the holder thereof,
automatically be canceled in the Reverse Split; and (ii) in the Reverse Split,
all of the Fractional Shares shall automatically be converted into the right to
receive the Trading Value thereof upon surrender by the holder thereof of the
certificate or certificates representing such Fractional Shares. For purposes
hereof, the term "Trading Value" of any Fractional Shares shall mean the product
of: (A) the average of the closing sale prices, as quoted on the OTC Bulletin
Board, per share of the Common Stock on each of the twenty (20) consecutive
trading days that ends with the trading day that immediately precedes the date
of the Reverse Split Effective Time, multiplied by (B) the number of shares of
Common Stock that were converted into such Fractional Shares as a result of the
Reverse Split. From and after the Reverse Split Effective Time, each holder of
Fractional Shares shall have no further interest as a stockholder in the
Corporation in respect of such Fractional Shares.
 
 
 Effective
at 6:01 p.m. (Eastern Time) on the effective date of the certificate of
amendment adding this paragraph to the Certificate of Incorporation (the
"Forward Split Effective Time"): (i) each whole share of the Common Stock, par
value $.10 per share, of the Corporation outstanding at the Forward Split
Effective Time (after giving effect to the Reverse Split at the Reverse Split
Effective Time) shall, without any action on the part of the holder thereof,
automatically be reclassified and changed into one hundred (100) shares of
Common Stock, par value $.10 per share, of the Corporation; and (ii) fractions
of a share outstanding at the Forward Split Effective Time (after giving effect
to the Reverse Split at the Reverse Split Effective Time) shall, without any
action of the part of the holder thereof, be proportionately reclassified and
changed.
 
 THIRD:  The
written amendment effected herein has been duly adopted and approved in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
 
 IN
WITNESS WHEREOF, the undersigned has executed this certificate and affirms that
the statements made herein are true under the penalties of perjury this 29th day
of December 2004.
 
 
 THE
ALPINE GROUP, INC.
 
 
 By: /s/
Stewart H. Wahrsager
 Name:
Stewart H. Wahrsager
 Title:
Senior Vice-President,
 General
Counsel and
 Corporate
Secretary