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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: The Alpine Group, Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 020825105
(Date of Event Which Requires Filing of this Statement)
November 3, 1998
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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).
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CUSIP Number: 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. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
157,700
6. Shared Voting Power:
590,400
7. Sole Dispositive Power:
157,700
8. Shared Dispositive Power:
590,400
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
748,100
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
4.4%
12. Type of Reporting Person
IN
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CUSIP Number: 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. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
590,400
7. Sole Dispositive Power:
8. Shared Dispositive Power:
590,400
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
590,400
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
3.5%
12. Type of Reporting Person
CO
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CUSIP Number: 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. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
590,400
7. Sole Dispositive Power:
8. Shared Dispositive Power:
590,400
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
590,400
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
3.5%
12. Type of Reporting Person
PN
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Item 1(a) Name of Issuer: The Alpine Group, Inc.
(b) Address of Issuer's Principal Executive Offices:
1790 Broadway
New York, New York 1OO19-1412
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Craig A. Drill
Craig Drill Capital, L.L.C.
Craig Drill Capital, L.P.
767 Fifth Avenue
New York, New York 10153
Craig A. Drill - United States citizen
Craig Drill Capital, L.L.C. - Delaware limited
liability company
Craig Drill Capital, L.P. - Delaware limited
partnership
(d) Title of Class of Securities: Common Stock, $.01
par value
(e) CUSIP Number: 020825105
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
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Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: Craig A. Drill -
748,100; Craig Drill Capital, L.L.C. and Craig
Drill Capital, L.P. - 590,400
(b) Craig A. Drill - 4.4%; Craig Drill Capital,
L.L.C. and Craig Drill Capital, L.P. - Percent
of Class: 3.5%
(c) Craig A. Drill- 590,400 shares with shared
power to vote or to direct the vote; 157,700
shares with sole power to vote or to direct the
vote; 590,400 shares with shared power to
dispose or to direct the disposition of;
157,700 shares with the sole power to dispose
or to direct the disposition of
Craig Drill Capital, L.L.C. and Craig Drill
Capital, L.P. - 590,400 shares with shared
power to vote or to direct the vote; 0 shares
with sole power to vote or to direct the vote;
590,400 shares with shared power to dispose or
to direct the disposition of; 0 shares with the
sole power to dispose or to direct the
disposition of
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Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
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Item 10.
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
November 3, 1998
__________________
Date
/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
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Exhibit A
AGREEMENT
The undersigned agree that this Amendment No. 1 to
Schedule 13G dated November 3, 1998 relating to the Common
Stock of The Alpine Group, Inc. shall be filed on behalf of
the undersigned.
/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
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19690000.AP8
