SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KARP HAROLD M

(Last)

(First)

(Middle)

C/O THE ALPINE GROUP, INC.

ONE MEADOWLANDS PLAZA, SUITE 801

(Street)

EAST RUTHERFORD

07073

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALPINE GROUP INC /DE/ [ APNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President-Essex Electric Inc.

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2006		M		83,334	A	$0.76	145,492	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$0.76	03/15/2006		M			83,334	06/21/2004	06/20/2013	Common Stock	83,334	$0	83,334	D
Employee Stock Option (right to buy)	$0.76	08/19/2004		M			41,666	06/21/2004	06/20/2013	Common Stock	41,666	$0	41,666	D
Series A Cumulative Convertible Preferred Stock	$0.51⁽²⁾	06/23/2003		P		53		11/11/2003⁽³⁾	12/21/2009⁽⁴⁾	Common Stock	36,623	$380	53	D
Employee Stock Option (right to buy)	$0.76	06/20/2003		A		125,000		06/21/2004⁽¹⁾	06/20/2013	Common Stock	125,000	$0	125,000	D

Explanation of Responses:

1. The option, which was granted in a transaction exempt under Rule 16b-3, vests in three equal annual installments beginning on the first anniversary of the date of grant.

2. As previously disclosed in the Company filings with the Commission, the original conversion price of the Series A Preferred Stock ($.55) was adjusted to $.51, as a result of the payment of a special dividend in respect of the Company's common stock.

3. Convertible into common stock at any time after the earlier to occur of (y) the consummation of the first public offering to stockholders of the Company of rights to purchase shares of Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock") and (z) March 31, 2004, and prior to (i) the date which is 10 days preceding the date fixed for the redemption of the Series A Preferred Stock if there is no default in payment of the change of control redemption price and (ii) December 21, 2009.

4. The Company will redeem 1/12th of the outstanding shares of Series A Preferred Stock on December 31, 2009 and on the last day of every calendar quarter thereafter until all outstanding shares of Series A Preferred Stock have been redeemed.

Remarks:

	Stewart H. Wahrsager	03/17/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.