content: =================================================================
  
                 Securities and Exchange Commission
                       Washington, D.C. 20549
  
                 _________________________________
  
                              FORM 8-K
                 _________________________________
  
  
                           CURRENT REPORT
  
   Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                               of 1934
  
  
                           October 17, 1996
            ________________________________________________
            Date of report (Date of earliest event reported)
  
  
  
                         The Alpine Group, Inc.
         (Exact name of registrant as specified in its charter)
  
  
  
            Delaware                 1-9078            22-1620387
  ____________________________   _______________   ________________
  (State or other jurisdiction   Commission File   (I.R.S. Employer
         of incorporation)           Number          Identification
                                                         Number)
  
  
       1790 Broadway, New York, New York            10019-1412
     ___________________________________________________________
     (Address of principal executive offices)       (Zip Code)
  
  
  _________________________________________________________________
  Registrant's telephone number, including area code (212) 757-3333
  
  
     _____________________________________________________________
     (Former name or former address, if changed since last report)
  
  
  
  =================================================================
  
  
  
  
  Item 2.   Acquisition or Disposition of Assets.
  
       On October 17, 1996, Superior TeleCom Inc. ("TeleCom"), a
  subsidiary of The Alpine Group, Inc. ("Alpine"), completed an
  initial public offering (the "Offering") of 6,000,000 shares of
  its common stock, par value $.01 per share ("TeleCom Common
  Stock"), at a price per share to the public of $16.00, less
  underwriting discounts and commissions.  TeleCom received net
  proceeds of $89,280,000 (before deduction of expenses payable by
  TeleCom estimated at $700,000).  The initial per share offering
  price was determined by negotiations between TeleCom and Furman
  Selz LLC, Oppenheimer & Co., Inc. and BT Securities Corporation,
  as representatives of the underwriters of the Offering.
  
       Upon completion of the Offering, Alpine owned 50.1% of the
  outstanding TeleCom Common Stock.  In connection with the
  Offering, Alpine granted the underwriters a 30-day option to
  purchase up to 900,000 additional shares of TeleCom Common Stock. 
  On October 31, 1996, the underwriters exercised such option, and
  the closing in connection therewith is expected to occur on
  November 5, 1996.  As a result of the exercise of such option,
  Alpine intends to restore its ownership of the outstanding
  TeleCom Common Stock to 50.1% by exchanging with TeleCom a
  portion of the Superior preferred stock owned by Alpine (as
  described below) for shares of TeleCom Common Stocks repurchased
  by TeleCom in the open market subsequent to the Offering.  The
  amount of Superior preferred stock to be contributed by Alpine
  will be that number of shares having an aggregate liquidation
  value equal to the aggregate price paid by TeleCom (including
  brokers' commissions) for shares of TeleCom Common Stock to be
  transferred by TeleCom to Alpine.
  
       The public offering of TeleCom Common Stock was completed as
  part of a reorganization (the "Reorganization").  In connection
  with the Reorganization, on October 2, 1996, Superior
  Telecommunications Inc. ("Superior") and DNE Systems, Inc.
  ("DNE"), which were then wholly owned by Alpine, declared
  dividends on their common stock and agreed to repay to Alpine
  existing intercompany indebtedness (which dividend and
  intercompany indebtedness amounted to $205.0 million in the
  aggregate).  Further, Superior issued to Alpine 20,000 shares of
  Superior's 6% cumulative preferred stock having an aggregate
  liquidation value of $20.0 million.  Alpine then contributed to
  the capital of TeleCom all of the issued and outstanding common
  stock of Superior and DNE, which resulted in Superior and DNE
  becoming wholly owned subsidiaries of TeleCom.  The payment of
  the aforementioned dividend and the repayment of the intercompany
  indebtedness was made from proceeds of the Offering and a new
  TeleCom $150.0 million bank credit facility (the "TeleCom Credit
  Facility").  In connection with the Reorganization, (i) Alpine
  completed a tender offer for 50.1% of its outstanding 12 and 1/4% Series
  B Senior Secured Notes due 2003 (the "Senior Notes") for total
  consideration of $82.8 million, (ii) repaid its existing bank
  credit facility (the "Alpine Credit Facility") and (iii) repaid
  $0.7 million related to a mortgage loan at DNE (collectively, the
  "Refinancing").
  
       For further information regarding the Offering and the
  Reorganization, reference is made to TeleCom's prospectus, dated
  October 11, 1996, filed by TeleCom with the Securities and
  Exchange Commission pursuant to Rule 424(b) under the Securities
  Act of 1933, as amended, which is incorporated herein by
  reference, particularly under the caption, "The Company."
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Item 7.  Financial Statements and Exhibits.
  
       The following unaudited pro forma condensed consolidated
  financial statements of Alpine give effect to the Reorganization,
  the Offering and the Refinancing as if they had occurred as of
  May 1, 1995 with respect to the statement of operations and July
  31, 1996 with respect to the balance sheet.  The unaudited pro
  forma financial information is provided for comparative purposes
  only and does not purport to be indicative of the results that
  actually would have been obtained if these transactions had been
  effected on the dates indicated or of those results that may be
  obtained in the future.
  
  
                        THE ALPINE GROUP, INC.
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS
                            OF OPERATIONS
                 THREE MONTHS ENDED JULY 31, 1996
  
  
                                        Pro Forma        Pro Forma
                      Historical       Adjustments       Combined
                      ____________________________________________
                                 (dollars in thousands)
       
  Net sales           $151,447                           $151,447
  Cost of goods sold   127,483                            127,483
                      ________                           ________
      Gross profit      23,964                             23,964
  Selling, general &
    administrative       9,790            $269 (a)         10,059
  Amortization of
    goodwill               761                                761
                      ________          ______           _________
      Operating
         income         13,413            (269)            13,144
  Interest income          152             949 (b)          1,101
  Interest (expense)    (6,974)          1,669 (c)         (5,305)
  
  Other income
    (expense), net         (59)                               (59)
                      ________         __________        __________
       Income from
         continuing
         operations
         before income
         taxes & minority  
         interest in
         subsidiary      6,532           2,349              8,881
  
  
  Provision for income
    taxes               (2,286)           (822) (d)        (3,108)
                      ________           _______           _______
       Net income from
         continuing
         operations
         before
         minority
         interest
         in subsid-
         iary            4,246           1,527              5,773
                      ________          ______             ______
  Minority interest in
    subsidiary                          (3,404) (e)        (3,404)
                      ________          ______             ______
  
       Net income        4,246          (1,877)             2,369
  Preferred stock
    dividends             (234)                              (234)
                      ________          ______             ______
  
       Net income
         attributable
         to common
         stock          $4,012         ($1,877)            $2,135
                      ========        ========            =======
  Net income per share
    attributable to
    common stock 
    (based upon 
    18,612,134
    common shares
    outstanding)         $0.22                              $0.11
  
                      ========        ========            =======
  
  
            See accompanying Notes to Unaudited Pro Forma Condensed
                       Consolidated Financial Statements
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                        THE ALPINE GROUP, INC.
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS
                            OF OPERATIONS
                 TWELVE MONTHS ENDED APRIL 30, 1996
  
  
                                        Pro Forma        Pro Forma
                      Historical       Adjustments       Combined
                      ____________________________________________
                                 (dollars in thousands)
       
  Net sales           $524,113          $7,521 (f)       $531,634
  Cost of goods sold   453,785           7,018 (f)        460,711
                                           (92)(f)
                      ________          ______           ________
  
       Gross profit     70,328             595             70,923
  
  Selling, general &
    administrative      35,148           1,075 (a)         36,256
                                            33 (f)
  Amortization of
    goodwill             2,658              14 (f)          2,672
                      ________          ______           ________
       Operating
         income         32,522            (527)            31,995
  Interest income        2,146           3,798 (b)          5,944
  Interest (expense)   (27,795)          6,575 (c)        (21,220)
  
  Other income
    (expense), net          22                                 22
                      ________         __________        _________
       Income from
         continuing
         operations
         before income
         taxes & minority  
         interest in
         subsidiary      6,895           9,846             16,741
  Provision for income
    taxes               (1,676)         (4,183) (d)        (5,859)
                      ________           _______           _______
       Net income from
         continuing
         operations
         before
         minority
         interest
         in subsid-
         iary            5,219           5,663             10,882
  Minority interest in
    subsidiary                          (5,954) (e)        (5,954)
                      ________          ______             ______
  
       Net income
         from 
         continuing
         operations      5,219            (291)             4,928
  Preferred stock
    dividends           (1,098)                            (1,098)
                      ________          ______             ______
  
       Net income
         from
         continuing
         operations
         attributable
         to common
         stock          $4,121           ($291)            $3,830
                      ========        ========            =======
  Net income per share
    from continuing
    operations
    attributable to
    common stock 
    (based upon 
    17,987,219
    common shares
    outstanding)         $0.23                              $0.21
  
                      ========                       =======
  
  
  
            See accompanying Notes to Unaudited Pro Forma Condensed
                       Consolidated Financial Statements
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                        THE ALPINE GROUP, INC.
       UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                         AS OF JULY 31, 1996
  
  
                                        Pro Forma        Pro Forma
                      Historical       Adjustments       Combined
                      ____________________________________________
                                 (dollars in thousands)
  
  ASSETS
  Current assets:
    Cash and
      marketable
      securities        $9,680         $88,580 (g)        $60,316
                                       120,000 (h)
                                      (135,718)(i)
                                        (3,100)(h)
                                       (19,126)(j)
    Accounts
      receivable,
      net               58,839                             58,839
    Inventories,
      net               60,326                             60,326
    Other current
      assets             8,599                              8,599
                      ________        ________           ________
  
       Total
         current
         assets        137,444          50,636            188,080
    Property,
      plant and
      equipment,
      net               99,019                             99,019
    Goodwill, net       81,929                             81,929
    Other assets        26,646           3,100 (h)         24,594
                                        (5,152)(i)
                      ________        ________           ________ 
       Total assets   $345,038         $48,584           $393,622
                      ========        ========           ========
  
  LIABILITIES &
    STOCKHOLDERS'
    EQUITY
  Current liabilities:
    Current portion
      of long-term
      debt              $1,217                             $1,217
    Accounts
      payable           42,950                             42,950
    Accrued
      expenses          36,204            (391)(k)         35,813
                      ________        ________           ________
  
       Total current
         liabilities    80,371            (391)            79,980
  
    Long-term debt,
      less current
      portion          209,919         120,000 (h)        207,574
                                      (122,345)(i)
    Deferred income
      taxes              3,611           7,405 (l)         11,016
    Other long-term
      obligations        4,315                              4,315
    Minority 
      interest -
      Superior
      TeleCom                           12,017 (m)         12,017
    Stockholders'
      equity
        Preferred
          stock         11,758                             11,758
        Common stock     1,980                              1,980
        Capital in
          excess of
          par          114,093                            114,093
        Cumulative
          translation
          adjustment      (307)                              (307)
        Retained
          earnings     (74,986)        (11,787)(i)        (43,088)
                                        43,685 (n)
        Treasury
          stock         (5,206)                            (5,206)
        Receivable
          from
          stock-
          holders         (510)                              (510)
                      ________        ________           ________
            Total
              stock-
              holders'
              equity    46,822          31,898             78,720
                      ________        ________           ________
  
              Total
                liabi-
                lities
                and
                stock-
                holders'
                equity 345,038          48,584            393,622
                      ========        ========           ========
  
  
            See accompanying Notes to Unaudited Pro Forma Condensed
                       Consolidated Financial Statements
  
                      Notes to Unaudited Pro Forma
                   Condensed Consolidated Statements
  
  
  (a)  Represents estimated additional general and administrative
       expense associated with TeleCom's status as a separate
       public company.
  
  (b)  Reflects estimated incremental investment income (at an
       assumed interest rate of 7.5%) that would have been earned
       on the investment of the excess cash proceeds of the
       Reorganization and the Offering after completion of the
       Refinancing (which excess cash proceeds amounted to $50.6
       million).  However, Alpine has announced that it has
       established a program to repurchase its common stock and
       Senior Notes and any such repurchases would reduce the
       estimated investment income set forth herein. 
       Notwithstanding the reduction in investment income that
       might result from any such repurchases, the Company believes
       the reduction in interest expense associated with the
       repurchase of Senior Notes and/or the reduction in the
       weighted average shares outstanding resulting from the
       repurchase of its Common Stock would result in a positive
       adjustment to net income per share as compared to the
       proforma net income per share amount included in the
       accompanying statement of operations for the quarter ended
       July 31, 1996.
  
  (c)  The adjustment to interest expense resulting from the
       Refinancing is as follows:
  
                                     July 31,            April 30,
                                       1996                1996
                                     ________            _________
  
  Interest on TeleCom Credit          $ 2,100             $ 8,400
    Facility (assuming a 7.0%
    interest rate)
  
  Amortization of deferred                193                 770
    financing costs associated
    with the TeleCom Credit
    Facility
  
  Less:  Historical interest
    on debt being repaid               (3,962)            (15,745)
                                      _______             ________
      Total reduction in interest
        expense                       $(1,669)            $(6,575)
                                      =======             ========
  
  
  (d)  Adjusted to reflect an effective tax rate of 35%.
  
  (e)  Reflects the interest of minority stockholders (49.9%) in
       the net income of TeleCom.
  
  (f)  Reflects the results of operations of the U.S. and Canadian
       copper wire and cable business of Alcatel NA Cable Systems,
       Inc. and Alcatel Canada Wire for the 11-day period ended May
       11, 1995, the date of its acquisition by Alpine.  See Note 6
       to Alpine's 1996 annual report on Form 10-K for a further
       description of this acquisition, including the proforma
       report of such on Alpine's results of operations for the
       year ended April 30, 1996.
  
  (g)  Reflects net proceeds of $88.6 million resulting from the
       issuance of 6,000,000 shares of TeleCom Common Stock.
  
  (h)  Reflects $120.0 million of borrowings under the TeleCom
       Credit Facility and $3.1 million in related deferred
       financing costs.
  
  (i)  Reflects the payment of $135.7 million to retire existing
       debt as part of the Refinancing, as follows:
  
  
                                                    Cash Retirement
                                     Book Value           Cost     
  
  Senior Notes                        $70,803            $83,876
  
  Alpine Credit Facility               50,779             51,079
  
  DNE mortgage loan                       763              763
                                       ________         ________
  
                                     $122,345           $135,718
                                     ========           ========
  
  
       In connection with the repayment of the Senior Notes and the
       Alpine Credit Facility, Alpine incurred an extraordinary
       charge to earnings associated with the premium on
       redemption, the write-off of unamortized deferred debt
       issuance costs and unaccreted debt issuance discount
       amounting to $11.8 million, net of income tax expense.
  
  (j)  Reflects the payment of $19.1 million in net income taxes
       resulting from the gain referred to in Note (n) below,
       offset by the tax benefit associated with the extraordinary
       charge referred to in Note (i) above.
  
  (k)  Represents accrued interest payable on the Senior Notes
       redeemed.
  
  (l)  Reflects the deferred tax liability resulting from the
       Reorganization and Refinancing.
  
  (m)  Reflects the interest of minority stockholders in the net
       assets of TeleCom.
  
  (n)  Reflects the gain on sale of stock of a subsidiary (net of
       taxes) resulting from the Offering and related transactions.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, The Alpine Group, Inc. has duly caused this report to be
  signed on its behalf by the undersigned hereunto duly authorized.
  
  THE ALPINE GROUP, INC.
  
  
  
  By: /s/ Gary L. Edwards
      ___________________
       Gary L. Edwards
       Controller
  
  
  Date:  November 1, 1996
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 20453}]
metadata_filer: {"company-data": {"conformed-name": "ALPINE GROUP INC /DE/", "cik": "0000004164", "assigned-sic": "3357", "irs-number": "582248978", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09078", "film-number": "96653281"}, "business-address": {"street1": "1790 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2127573333"}, "mail-address": {"street1": "1790 BROADWAY", "street2": "15TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": [{"former-conformed-name": "ALPINE GEOPHYSICAL CORP", "date-changed": "19841202"}, {"former-conformed-name": "ALPINE GEOPHYSICAL ASSOCIATES INC", "date-changed": "19810120"}]}
text: =================================================================
  
                 Securities and Exchange Commission
                       Washington, D.C. 20549
  
                 _________________________________
  
                              FORM 8-K
                 _________________________________
  
                           CURRENT REPORT
  
   Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                               of 1934
  
                           October 17, 1996
            ________________________________________________
            Date of report (Date of earliest event reported)
  
                         The Alpine Group, Inc.
         (Exact name of registrant as specified in its charter)
  
            Delaware                 1-9078            22-1620387
  ____________________________   _______________   ________________
  (State or other jurisdiction   Commission File   (I.R.S. Employer
         of incorporation)           Number          Identification
                                                         Number)
  
       1790 Broadway, New York, New York            10019-1412
     ___________________________________________________________
     (Address of principal executive offices)       (Zip Code)
  
  _________________________________________________________________
  Registrant's telephone number, including area code (212) 757-3333
  
     _____________________________________________________________
     (Former name or former address, if changed since last report)
  
  =================================================================
  
  Item 2.   Acquisition or Disposition of Assets.
  
       On October 17, 1996, Superior TeleCom Inc. ("TeleCom"), a
  subsidiary of The Alpine Group, Inc. ("Alpine"), completed an
  initial public offering (the "Offering") of 6,000,000 shares of
  its common stock, par value $.01 per share ("TeleCom Common
  Stock"), at a price per share to the public of $16.00, less
  underwriting discounts and commissions.  TeleCom received net
  proceeds of $89,280,000 (before deduction of expenses payable by
  TeleCom estimated at $700,000).  The initial per share offering
  price was determined by negotiations between TeleCom and Furman
  Selz LLC, Oppenheimer & Co., Inc. and BT Securities Corporation,
  as representatives of the underwriters of the Offering.
  
       Upon completion of the Offering, Alpine owned 50.1% of the
  outstanding TeleCom Common Stock.  In connection with the
  Offering, Alpine granted the underwriters a 30-day option to
  purchase up to 900,000 additional shares of TeleCom Common Stock. 
  On October 31, 1996, the underwriters exercised such option, and
  the closing in connection therewith is expected to occur on
  November 5, 1996.  As a result of the exercise of such option,
  Alpine intends to restore its ownership of the outstanding
  TeleCom Common Stock to 50.1% by exchanging with TeleCom a
  portion of the Superior preferred stock owned by Alpine (as
  described below) for shares of TeleCom Common Stocks repurchased
  by TeleCom in the open market subsequent to the Offering.  The
  amount of Superior preferred stock to be contributed by Alpine
  will be that number of shares having an aggregate liquidation
  value equal to the aggregate price paid by TeleCom (including
  brokers' commissions) for shares of TeleCom Common Stock to be
  transferred by TeleCom to Alpine.
  
       The public offering of TeleCom Common Stock was completed as
  part of a reorganization (the "Reorganization").  In connection
  with the Reorganization, on October 2, 1996, Superior
  Telecommunications Inc. ("Superior") and DNE Systems, Inc.
  ("DNE"), which were then wholly owned by Alpine, declared
  dividends on their common stock and agreed to repay to Alpine
  existing intercompany indebtedness (which dividend and
  intercompany indebtedness amounted to $205.0 million in the
  aggregate).  Further, Superior issued to Alpine 20,000 shares of
  Superior's 6% cumulative preferred stock having an aggregate
  liquidation value of $20.0 million.  Alpine then contributed to
  the capital of TeleCom all of the issued and outstanding common
  stock of Superior and DNE, which resulted in Superior and DNE
  becoming wholly owned subsidiaries of TeleCom.  The payment of
  the aforementioned dividend and the repayment of the intercompany
  indebtedness was made from proceeds of the Offering and a new
  TeleCom $150.0 million bank credit facility (the "TeleCom Credit
  Facility").  In connection with the Reorganization, (i) Alpine
  completed a tender offer for 50.1% of its outstanding 12 and 1/4% Series
  B Senior Secured Notes due 2003 (the "Senior Notes") for total
  consideration of $82.8 million, (ii) repaid its existing bank
  credit facility (the "Alpine Credit Facility") and (iii) repaid
  $0.7 million related to a mortgage loan at DNE (collectively, the
  "Refinancing").
  
       For further information regarding the Offering and the
  Reorganization, reference is made to TeleCom's prospectus, dated
  October 11, 1996, filed by TeleCom with the Securities and
  Exchange Commission pursuant to Rule 424(b) under the Securities
  Act of 1933, as amended, which is incorporated herein by
  reference, particularly under the caption, "The Company."
  
  Item 7.  Financial Statements and Exhibits.
  
       The following unaudited pro forma condensed consolidated
  financial statements of Alpine give effect to the Reorganization,
  the Offering and the Refinancing as if they had occurred as of
  May 1, 1995 with respect to the statement of operations and July
  31, 1996 with respect to the balance sheet.  The unaudited pro
  forma financial information is provided for comparative purposes
  only and does not purport to be indicative of the results that
  actually would have been obtained if these transactions had been
  effected on the dates indicated or of those results that may be
  obtained in the future.
  
                        THE ALPINE GROUP, INC.
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS
                            OF OPERATIONS
                 THREE MONTHS ENDED JULY 31, 1996
  
                                        Pro Forma        Pro Forma
                      Historical       Adjustments       Combined
                      ____________________________________________
                                 (dollars in thousands)
       
  Net sales           $151,447                           $151,447
  Cost of goods sold   127,483                            127,483
                      ________                           ________
      Gross profit      23,964                             23,964
  Selling, general &
    administrative       9,790            $269 (a)         10,059
  Amortization of
    goodwill               761                                761
                      ________          ______           _________
      Operating
         income         13,413            (269)            13,144
  Interest income          152             949 (b)          1,101
  Interest (expense)    (6,974)          1,669 (c)         (5,305)
  
  Other income
    (expense), net         (59)                               (59)
                      ________         __________        __________
       Income from
         continuing
         operations
         before income
         taxes & minority  
         interest in
         subsidiary      6,532           2,349              8,881
  
  Provision for income
    taxes               (2,286)           (822) (d)        (3,108)
                      ________           _______           _______
       Net income from
         continuing
         operations
         before
         minority
         interest
         in subsid-
         iary            4,246           1,527              5,773
                      ________          ______             ______
  Minority interest in
    subsidiary                          (3,404) (e)        (3,404)
                      ________          ______             ______
  
       Net income        4,246          (1,877)             2,369
  Preferred stock
    dividends             (234)                              (234)
                      ________          ______             ______
  
       Net income
         attributable
         to common
         stock          $4,012         ($1,877)            $2,135
                      ========        ========            =======
  Net income per share
    attributable to
    common stock 
    (based upon 
    18,612,134
    common shares
    outstanding)         $0.22                              $0.11
  
                      ========        ========            =======
  
            See accompanying Notes to Unaudited Pro Forma Condensed
                       Consolidated Financial Statements
  
                        THE ALPINE GROUP, INC.
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS
                            OF OPERATIONS
                 TWELVE MONTHS ENDED APRIL 30, 1996
  
                                        Pro Forma        Pro Forma
                      Historical       Adjustments       Combined
                      ____________________________________________
                                 (dollars in thousands)
       
  Net sales           $524,113          $7,521 (f)       $531,634
  Cost of goods sold   453,785           7,018 (f)        460,711
                                           (92)(f)
                      ________          ______           ________
  
       Gross profit     70,328             595             70,923
  
  Selling, general &
    administrative      35,148           1,075 (a)         36,256
                                            33 (f)
  Amortization of
    goodwill             2,658              14 (f)          2,672
                      ________          ______           ________
       Operating
         income         32,522            (527)            31,995
  Interest income        2,146           3,798 (b)          5,944
  Interest (expense)   (27,795)          6,575 (c)        (21,220)
  
  Other income
    (expense), net          22                                 22
                      ________         __________        _________
       Income from
         continuing
         operations
         before income
         taxes & minority  
         interest in
         subsidiary      6,895           9,846             16,741
  Provision for income
    taxes               (1,676)         (4,183) (d)        (5,859)
                      ________           _______           _______
       Net income from
         continuing
         operations
         before
         minority
         interest
         in subsid-
         iary            5,219           5,663             10,882
  Minority interest in
    subsidiary                          (5,954) (e)        (5,954)
                      ________          ______             ______
  
       Net income
         from 
         continuing
         operations      5,219            (291)             4,928
  Preferred stock
    dividends           (1,098)                            (1,098)
                      ________          ______             ______
  
       Net income
         from
         continuing
         operations
         attributable
         to common
         stock          $4,121           ($291)            $3,830
                      ========        ========            =======
  Net income per share
    from continuing
    operations
    attributable to
    common stock 
    (based upon 
    17,987,219
    common shares
    outstanding)         $0.23                              $0.21
  
                      ========                       =======
  
            See accompanying Notes to Unaudited Pro Forma Condensed
                       Consolidated Financial Statements
  
                        THE ALPINE GROUP, INC.
       UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                         AS OF JULY 31, 1996
  
                                        Pro Forma        Pro Forma
                      Historical       Adjustments       Combined
                      ____________________________________________
                                 (dollars in thousands)
  
  ASSETS
  Current assets:
    Cash and
      marketable
      securities        $9,680         $88,580 (g)        $60,316
                                       120,000 (h)
                                      (135,718)(i)
                                        (3,100)(h)
                                       (19,126)(j)
    Accounts
      receivable,
      net               58,839                             58,839
    Inventories,
      net               60,326                             60,326
    Other current
      assets             8,599                              8,599
                      ________        ________           ________
  
       Total
         current
         assets        137,444          50,636            188,080
    Property,
      plant and
      equipment,
      net               99,019                             99,019
    Goodwill, net       81,929                             81,929
    Other assets        26,646           3,100 (h)         24,594
                                        (5,152)(i)
                      ________        ________           ________ 
       Total assets   $345,038         $48,584           $393,622
                      ========        ========           ========
  
  LIABILITIES &
    STOCKHOLDERS'
    EQUITY
  Current liabilities:
    Current portion
      of long-term
      debt              $1,217                             $1,217
    Accounts
      payable           42,950                             42,950
    Accrued
      expenses          36,204            (391)(k)         35,813
                      ________        ________           ________
  
       Total current
         liabilities    80,371            (391)            79,980
  
    Long-term debt,
      less current
      portion          209,919         120,000 (h)        207,574
                                      (122,345)(i)
    Deferred income
      taxes              3,611           7,405 (l)         11,016
    Other long-term
      obligations        4,315                              4,315
    Minority 
      interest -
      Superior
      TeleCom                           12,017 (m)         12,017
    Stockholders'
      equity
        Preferred
          stock         11,758                             11,758
        Common stock     1,980                              1,980
        Capital in
          excess of
          par          114,093                            114,093
        Cumulative
          translation
          adjustment      (307)                              (307)
        Retained
          earnings     (74,986)        (11,787)(i)        (43,088)
                                        43,685 (n)
        Treasury
          stock         (5,206)                            (5,206)
        Receivable
          from
          stock-
          holders         (510)                              (510)
                      ________        ________           ________
            Total
              stock-
              holders'
              equity    46,822          31,898             78,720
                      ________        ________           ________
  
              Total
                liabi-
                lities
                and
                stock-
                holders'
                equity 345,038          48,584            393,622
                      ========        ========           ========
  
            See accompanying Notes to Unaudited Pro Forma Condensed
                       Consolidated Financial Statements
  
                      Notes to Unaudited Pro Forma
                   Condensed Consolidated Statements
  
  (a)  Represents estimated additional general and administrative
       expense associated with TeleCom's status as a separate
       public company.
  
  (b)  Reflects estimated incremental investment income (at an
       assumed interest rate of 7.5%) that would have been earned
       on the investment of the excess cash proceeds of the
       Reorganization and the Offering after completion of the
       Refinancing (which excess cash proceeds amounted to $50.6
       million).  However, Alpine has announced that it has
       established a program to repurchase its common stock and
       Senior Notes and any such repurchases would reduce the
       estimated investment income set forth herein. 
       Notwithstanding the reduction in investment income that
       might result from any such repurchases, the Company believes
       the reduction in interest expense associated with the
       repurchase of Senior Notes and/or the reduction in the
       weighted average shares outstanding resulting from the
       repurchase of its Common Stock would result in a positive
       adjustment to net income per share as compared to the
       proforma net income per share amount included in the
       accompanying statement of operations for the quarter ended
       July 31, 1996.
  
  (c)  The adjustment to interest expense resulting from the
       Refinancing is as follows:
  
                                     July 31,            April 30,
                                       1996                1996
                                     ________            _________
  
  Interest on TeleCom Credit          $ 2,100             $ 8,400
    Facility (assuming a 7.0%
    interest rate)
  
  Amortization of deferred                193                 770
    financing costs associated
    with the TeleCom Credit
    Facility
  
  Less:  Historical interest
    on debt being repaid               (3,962)            (15,745)
                                      _______             ________
      Total reduction in interest
        expense                       $(1,669)            $(6,575)
                                      =======             ========
  
  (d)  Adjusted to reflect an effective tax rate of 35%.
  
  (e)  Reflects the interest of minority stockholders (49.9%) in
       the net income of TeleCom.
  
  (f)  Reflects the results of operations of the U.S. and Canadian
       copper wire and cable business of Alcatel NA Cable Systems,
       Inc. and Alcatel Canada Wire for the 11-day period ended May
       11, 1995, the date of its acquisition by Alpine.  See Note 6
       to Alpine's 1996 annual report on Form 10-K for a further
       description of this acquisition, including the proforma
       report of such on Alpine's results of operations for the
       year ended April 30, 1996.
  
  (g)  Reflects net proceeds of $88.6 million resulting from the
       issuance of 6,000,000 shares of TeleCom Common Stock.
  
  (h)  Reflects $120.0 million of borrowings under the TeleCom
       Credit Facility and $3.1 million in related deferred
       financing costs.
  
  (i)  Reflects the payment of $135.7 million to retire existing
       debt as part of the Refinancing, as follows:
  
                                                    Cash Retirement
                                     Book Value           Cost     
  
  Senior Notes                        $70,803            $83,876
  
  Alpine Credit Facility               50,779             51,079
  
  DNE mortgage loan                       763              763
                                       ________         ________
  
                                     $122,345           $135,718
                                     ========           ========
  
       In connection with the repayment of the Senior Notes and the
       Alpine Credit Facility, Alpine incurred an extraordinary
       charge to earnings associated with the premium on
       redemption, the write-off of unamortized deferred debt
       issuance costs and unaccreted debt issuance discount
       amounting to $11.8 million, net of income tax expense.
  
  (j)  Reflects the payment of $19.1 million in net income taxes
       resulting from the gain referred to in Note (n) below,
       offset by the tax benefit associated with the extraordinary
       charge referred to in Note (i) above.
  
  (k)  Represents accrued interest payable on the Senior Notes
       redeemed.
  
  (l)  Reflects the deferred tax liability resulting from the
       Reorganization and Refinancing.
  
  (m)  Reflects the interest of minority stockholders in the net
       assets of TeleCom.
  
  (n)  Reflects the gain on sale of stock of a subsidiary (net of
       taxes) resulting from the Offering and related transactions.
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, The Alpine Group, Inc. has duly caused this report to be
  signed on its behalf by the undersigned hereunto duly authorized.
  
  THE ALPINE GROUP, INC.
  
  By: /s/ Gary L. Edwards
      ___________________
       Gary L. Edwards
       Controller
  
  Date:  November 1, 1996