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

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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^*

HARRISON RANDOLPH

(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.OB ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2006

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	09/03/2004		M		11,974	A	$1.753	69,135	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)
Non-Employee Stock Option (right to buy)	$2.7	02/14/2006		A		1,244		02/14/2009	02/14/2016	Common Stock	1,244	$0	1,244	D
Non-Employee Director Stock Option (right to buy)	$2.65	01/03/2006		A		5,281		01/03/2009	01/03/2016	Common Stock	5,281	$0	5,281	D
Non-Employee Director Stock Option (right to buy)	$2.41	10/03/2005		A		2,903		10/03/2008	10/03/2015	Common Stock	2,903	$0	2,903	D
Non-Employee Director Stock Option (right to buy)	$1.67	07/01/2005		A		4,190		07/01/2008	07/01/2015	Common Stock	4,190	$0	4,190	D
Non-Employee Director Stock Option (right to buy)	$1.89	04/01/2005		A		3,702		04/01/2008	04/01/2015	Common Stock	3,702	$0	3,702	D
Non-Employee Director Stock Option (right to buy)	$2.04	01/03/2005		A		3,430		01/03/2008	01/03/2015	Common Stock	3,430	$0	3,430	D
Non-Employee Director Stock Option (right to buy)	$2.7	10/01/2004		A		2,592		10/01/2007	10/01/2014	Common Stock	2,592	$0	2,592	D
Non-Employee Director Stock Option (right to buy)	$3.1	07/01/2004		A		2,257		07/01/2007	07/01/2014	Common Stock	2,257	$0	2,257	D
Non-Employee Director Stock Option (right to buy)	$0.95	04/01/2004		A		7,366		04/01/2007	04/01/2014	Common Stock	7,366	$0	7,366	D
Non-Employee Director Stock Option (right to buy)	$0.95	01/02/2004		A		7,366		01/02/2007	01/02/2014	Common Stock	7,366	$0	7,366	D
Non-Employee Director Stock Option (right to buy)	$0.65	10/01/2003		A		10,765		10/01/2006	10/01/2013	Common Stock	10,765	$0	10,765	D
Non-Employee Director Stock Option (right to buy)	$0.65	07/01/2003		A		10,765		07/01/2006	07/01/2013	Common Stock	10,765	$0	10,765	D
Series A Cumulative Convertible Preferred Stock	$0.51⁽¹⁾	06/23/2003		P		265		11/11/2003⁽²⁾	12/21/2009⁽³⁾	Common Stock	196,897	$380	265	D
Non-Employee Director Stock Option (right to buy)	$0.6	04/01/2003		A		11,662		04/01/2006	04/01/2013	Common Stock	11,662	$0	11,662	D
Non-Employee Director Stock Option (right to buy)	$0.65	01/02/2003		A		10,765		01/02/2006	01/02/2013	Common Stock	10,765	$0	10,765	D
Non-Employee Director Stock Option (right to buy)	$0.55	10/01/2002		A		12,722		10/01/2005	10/01/2012	Common Stock	12,722	$0	12,722	D
Non-Employee Director Stock Option (right to buy)	$1.6	04/01/2002		A		4,373		04/01/2005	04/01/2012	Common Stock	4,373	$0	4,373	D
Non-Employee Director Stock Option (right to buy)	$1.1	07/01/2002		A		6,361		07/01/2005	07/01/2012	Common Stock	6,361	$0	6,361	D
Non-Employee Director Stock Option (right to buy)	$1.7	01/02/2002		A		4,116		01/02/2005	01/02/2012	Common Stock	4,116	$0	4,116	D
Non-Employee Director Stock Option (right to buy)	$1.75	10/01/2001		A		3,998		10/01/2004	10/01/2011	Common Stock	3,998	$0	3,998	D

Explanation of Responses:

1. As previously disclosed in the Company's filings with the Commission, the original conversion price of the Series A Preferred Stock ($0.55) was adjusted to $0.51, as a result of the payment of a special dividend in respect of the Company's Common Stock.

2. 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.

3. 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:

See attached .txt document containing a list of additional Derivative Securities to be included with Table 2 of this Form 4.

	Stewart H. Wahrsager	02/16/2006
	** 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).
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