FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pinto, James J.

2. Issuer Name and Ticker or Trading Symbol Andersen Group, Inc. (ANDR)

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

(Last) (First) (Middle) 366 Round Hill Road

3. IRS Identification Number of Reporting Person, if an entity (Voluntary)

4. Statement for Month/Year Year Ended February 28, 2002

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

(Street) Greenwich, CT 06830

5. If Amendment, Date of Original (Month/Year)

7. Individual or Joint/Group Filling (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

(City) (State) (Zip)

Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Trans- action Date (Month/

3. Trans- action Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Bene-ficially Owned at End of

6. Owner- ship Form: Direct

7. Nature of Indirect Bene- ficial

Day/ Year)

Issuer's Fiscal Year

(D) or Indirect

Owner- ship

Amount

(A) or (D)

Price

(Instr. 3 and 4)

(I) (Instr. 4)

(Instr. 4)

Andersen Group, Inc. Common Stock

53,515

D

FORM 5 (Continued)

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. Conver-sion or Exercise Price of Deriv- ative Security

3. Trans-action Date (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Ac-quired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exer-cisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Deriv-ative Secu- rity (Instr. 5)

9. Number of Deriv-ative Secur- ities Bene-ficially Owned at End

10. Owner-ship Form of Deri- vative Secu-rity Direct (D) or In-direct (I) (Instr. 4)

11. Na-ture of Indirect Bene-ficial Owner-ship (Instr. 4)

(A)

(D)

Date Exer-

Expir-ation

Title

Amount or Number of

of Year (Instr. 4)

cisable

Date

Shares

10 1/2% Convertible Subordinated Debentures

16.17

10/15/01

H

1000

10/15/01

Common Stock

61

$1,000

247

D

Stock Options

3.8125

3,000

D

Stock Options

6.125

3,000

D

Explanation of Responses:

.

___________________________________ ________________________

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. **Signature of Reporting Person Date

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 provided is insufficient, see Instruction 6 for procedure.