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                                                                 Exhibit 10(nn)


                             AMENDMENT NUMBER THREE

                                       TO

                  THE ALPINE GROUP, INC. 1997 STOCK OPTION PLAN

                  WHEREAS,  The Alpine Group,  Inc. (the "Company")  maintains

The Alpine Group, Inc. 1997 Stock Option Plan (the "Plan");

                  WHEREAS, pursuant to Article IX of the Plan, the Company may

at any time, and from time to time, amend, in whole or in part, any or all of

the provisions of the Plan; and

                  WHEREAS, the Company desires to amend the Plan, effective as

of May 14, 1999.

                  NOW, THEREFORE, pursuant to Article IX of the Plan, the Plan

is hereby amended, effective as of May 14, 1999, as follows:

                  1. Article IV of the Plan is amended by adding the following
                     new Section 4.4 to the end thereof:

                     "4.4.  TRANSFER OF 1987 OPTIONS

                         (a) Any and all options that (i) were granted under the
                             Company's 1987 Long-Term Equity Incentive Plan, as
                             amended and restated (the "1987 Plan"), to
                             individuals who are active Eligible Employees of
                             the Company or an Affiliate as of May 14, 1999;
                             (ii) were outstanding as of May 14, 1999; and (iii)
                             are vested by June 30, 1999, provided that the
                             Eligible Employee is continuously employed through
                             such date (the "1987 Options"), will be transferred
                             by the Company from the 1987 Plan to the Plan as of
                             May 14, 1999, provided the individual elects to
                             participate in the 1999 Stock Option Reload Program
                             (the "Reload Program") and consents to transfer
                             such 1987 Options to the Plan. The terms of such
                             1987 Options shall be governed by the terms of the
                             Plan as of May 14, 1999. Notwithstanding the
                             foregoing, such 1987 Options shall continue to be
                             governed by the terms of the applicable agreement
                             in effect prior to the date of transfer.



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                         (b) In determining the number of Common Stock available
                             for Awards under Section 4.1 of the Plan, the
                             shares underlying the 1987 Options, to the extent
                             transferred to the Plan, shall not be included.


                         (c) In the event an Eligible Employee elects to
                             transfer his 1987 Options from the 1987 Plan to the
                             Plan and such 1987 Options expire or terminate for
                             any reason, such as 1987 Options will not again
                             become available under the Plan."