UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Name of Issuer: The Alpine Group, Inc.
Title of Class of Securities: Common Stock, $.01 par value.
CUSIP Number: 020825105
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Craig A. Drill
c/o Craig Drill Capital L.P.
767 Fifth Avenue
New York, New York 10153
(Date of Event which Requires Filing of this Statement)
11/26/97
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP No. 020825105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Craig A. Drill
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
AF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. Sole Voting Power
8. Shared Voting Power
1,116,300
2
<PAGE>
9. Sole Dispositive Power
10. Shared Dispositive Power
1,116,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,116,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.55%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
CUSIP No. 020825105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Craig Drill Capital, L.L.C.
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
AF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. Sole Voting Power
8. Shared Voting Power
1,116,300
4
<PAGE>
9. Sole Dispositive Power
10. Shared Dispositive Power
1,116,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,116,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.55%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
CUSIP No. 020825105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Craig Drill Capital L.P.
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. Sole Voting Power
8. Shared Voting Power
1,116,300
6
<PAGE>
9. Sole Dispositive Power
10. Shared Dispositive Power
1,116,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,116,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.55%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
This Amendment No. 2 to Schedule 13D is being filed on
behalf of Mr. Craig Drill, Craig Drill Capital, L.L.C. and
Craig Drill Capital L.P. to correct a mistake in Item 13 of
the cover page that relates to Mr. Drill by changing his
beneficial ownership of the Common Stock of The Alpine
Group, Inc. ("AGI") from 6.20% to 6.55%.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
No change.
Item 6. Contracts, Arrangements, Understandings of
Relationships With Respect to Securities of
the Issuer
No change.
8
<PAGE>
Item 7. Material to be Filed as Exhibits
Not applicable.
Signature
The undersigned, after reasonable inquiry and to the best of
his knowledge and belief, certifies that the information set
forth in this statement is true, complete and correct.
December 11, 1997
/s/ Craig A. Drill
Craig A. Drill
Craig Drill Capital L.L.C.
By:/s/ Craig A. Drill
Craig A. Drill
Managing Member
Craig Drill Capital L.P.
By: Craig Drill Capital L.L.C.,
its general partner
By:/s/ Craig A. Drill
Craig A. Drill
Managing Member
9
19690000.AM9
