Registration No.                

                                                                               


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                                    

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                                                    

                             THE ALLEN GROUP INC.
            (Exact name of registrant as specified in its charter)

               Delaware                                        38-0290950
      (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                       Identification No.)


                25101 Chagrin Boulevard, Beachwood, Ohio 44122
          (Address of principal executive offices including zip code)


                 1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                           (Full title of the plan)


                              ROBERT A. YOUDELMAN
                        Senior Vice President - Finance
                             The Allen Group Inc.
                            25101 Chagrin Boulevard
                            Beachwood, Ohio  44122
                    (Name and address of agent for service)

                                (216) 765-5800
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE


Title of
securities
to be
registered(1)

Amount
to be
registered						250,000

Proposed
maximum
offering
price per
share (2)(3)				$16.25

Proposed
maximum
aggregate
offering
price (3)        $4,062,500

Amount of
registration
fee	             $1,400.75


Common Stock,
par value $1.00
per share
Preferred Stock
Purchase Rights



                          Index to Exhibits on Page 8

(1)   Each share of Common Stock includes a Series B Junior Participating
      Preferred Stock Purchase Right which, when exercisable, entitles the
      holder to purchase 0.01 (subject to adjustment in certain events) share
      of Series B Junior Participating Preferred Stock of the Registrant. 
      Such rights are not currently exercisable or transferable independently
      of the shares of Common Stock.

(2)   Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
      Securities Act of 1933 (the "Securities Act"), on the basis of the
      average of the high and low sale prices for a share of Common Stock on
      the New York Stock Exchange--Composite Transactions Tape on
      April 29, 1994, within five business days prior to filing.

(3)   Estimated solely for the purpose of calculating the registration fee.

                                                                              
                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, THE ALLEN GROUP INC., a
Delaware corporation (the "Registrant"), pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), are incorporated by reference in this
registration statement (the "Registration Statement"):

        (1) Registrant's Annual Report on Form 10-K for its fiscal year ended
            December 31, 1993; and
         
        (2) The description of the common stock, par value $1.00 per share,
            of the Registrant (the "Common Stock") contained in the
            Registrant's Registration Statement on Form S-3 filed by the
            Registrant on July 12, 1992 and declared effective on July 30,
            1992 (Registration No. 33-48545) and the description of the
            Series B Junior Participating Preferred Stock Purchase Rights
            contained in the Registrant's Registration Statement on Form 8-A
            filed January 19, 1988 (File No. 1-6016) and any amendment or
            report filed for the purpose of updating such information.

        All documents subsequently filed by the Registrant pursuant to
Sections 13, 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered under the 1994
Non-Employee Directors Stock Option Plan (the "Plan") have been sold or which
deregister all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and shall be deemed to be a part hereof from
the date of filing thereof.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for the purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interest of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers, employees and agents of a corporation
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement of litigation under certain conditions and subject to
certain limitations.

        The By-Laws, as amended, and the Restated Certificate of
Incorporation, as amended, of the Registrant provide that directors and
officers shall be indemnified against liabilities arising from their service
as directors and officers to the fullest extent permitted by law.

        The Registrant maintains, at its expense, a policy of insurance which
insures its directors and officers, subject to certain exclusions or
deductions as are usual in such insurance policies, against certain
liabilities which may be incurred in those capacities.  The Registrant has
also entered into agreements which provide for the indemnification of its
directors and certain officers against such liabilities to the fullest extent
permitted by law.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        4(a)  The 1994 Non-Employee Directors Stock Option Stock Plan (filed
              as Exhibit A to Registrant's Proxy Statement dated March 17,
              1994 (Commission file number 1-6016) and incorporated herein by
              reference).

         (b)  Form of Option Agreement and Exercise Form.

         (c)  Restated Certificate of Incorporation (filed as Exhibit Number
              3(a) to the Registrant's Form 10-K Annual Report for the fiscal
              year ended December 31, 1984 (Commission file number 1-6016)
              and incorporated herein by reference).

         (d)  Certificate of Amendment of Restated Certificate of
              Incorporation (filed as Exhibit Number 3(c) to the Registrant's
              Form 10-K Annual Report for the fiscal year ended December 31,
              1987 (Commission file number 1-6016) and incorporated herein by
              reference).

         (e)  Certificate of Designation, Preferences and Rights of Series B
              Junior Participating Preferred Stock (filed as Exhibit
              Number 3(e) to the Registrant's Form 10-K Annual Report for the
              fiscal year ended December 31, 1987 (Commission file number 1-
              6016) and incorporated herein by reference).

         (f)  Certificate of Amendment of Restated Certificate of
              Incorporation (filed as Exhibit 3(g) to Registrant's Form 10-K
              Annual Report for the fiscal year ended December 31, 1993
              (Commission file number 1-6016) and incorporated herein by
              reference).     

         (g)  By-Laws, as amended through September 10, 1992 (filed as
              Exhibit Number 3(g) to the Registrant's Form 10-K Annual Report
              for the fiscal year ended December 31, 1992 (Commission file
              number 1-6016) and incorporated herein by reference).

         (h)  Rights Agreement, dated as of January 7, 1988, between the
              Registrant and Manufacturers Hanover Trust Company (filed as
              Exhibit Number 4 to the Registrant's Form 8-K Current Report
              dated January 7, 1988 (Commission file number 1-6016) and
              incorporated herein by reference).

         (i)  Amendment No. 1, dated as of December 5, 1990, between the
              Registrant and Harris Trust Company of New York as to the
              Rights Agreement, dated as of January 7, 1988, between the
              Registrant and Manufacturers Hanover Trust Company (filed as
              Exhibit Number 4.8 to the Registrant's Registration Statement
              on Form S-3 (Registration Statement No. 33-48545) and
              incorporated herein by reference).

         5    Opinion of McDara P. Folan, III, regarding the legality of the
              securities being registered.

        23(a) Consent of Coopers & Lybrand to the incorporation by reference
              in this Registration Statement of their report on the
              consolidated financial statements and the financial statement
              schedules included in the Registrant's Annual Report on Form
              10-K for its fiscal year ended December 31, 1993.

          (b) Consent of McDara P. Folan, III, to the filing of his opinion
              as Exhibit 5 to this Registration Statement is contained in
              Exhibit 5.<PAGE>
Item 9. Undertakings

        (a)  The Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:  (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

              (2)  That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b)  The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.



                                  SIGNATURES

              Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Registration Statement on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Beachwood, State of
Ohio, on this 5th  day of May 1994.
        
                              THE ALLEN GROUP INC.
        


                              By:   /s/ Robert G. Paul                
                                  Robert G. Paul
                                  President and Chief Executive Officer


        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.


          Signature          Title                                Date


/s/ Robert G. Paul          President, Chief Executive
 Robert G. Paul             Officer and Director (Principal 
                            Executive Officer)                    May 5, 1994

/s/ Robert A. Youdelman     Senior Vice President - Finance    
 Robert A. Youdelman        (Principal Financial Officer)         May 5, 1994 
                                                      

/s/ James L. LePorte, III   Vice President and Controller          
 James L. LePorte, III      (Principal Accounting Officer)        May 5, 1994


                            Director                  
 Wade W. Allen                                                    May __, 1994


/s/ George A. Chandler      Director
 George A. Chandler                                               May 5, 1994


/s/ Philip Wm. Colburn      Chairman of the Board and             
 Philip Wm. Colburn         Director                              May 5, 1994


/s/ Jill K. Conway          Director            
 Jill K. Conway                                                   May 5, 1994


/s/ Albert H. Gordon        Director                  
 Albert H. Gordon                                                 May 5, 1994


                            Director                  
 William O. Hunt                                                  May   , 1994


/s/ J. Chisholm Lyons       Director                  
 J. Chisholm Lyons                                                May 5, 1994


/s/ Charles W. Robinson     Director                  
 Charles W. Robinson                                              May 5, 1994


/s/ Richard S. Vokey        Director
 Richard S. Vokey                                                 May 5, 1994


/s/ William M. Weaver, Jr.  Director                  
 William M. Weaver, Jr.                                           May 5, 1994


                                 EXHIBIT INDEX

Exhibit                                                                   Page
Number                         Exhibit Description                      Number

   4(a) The 1994 Non-Employee Directors Stock Option Stock Plan
        (filed as Exhibit A to Registrant's Proxy Statement dated
        March 17, 1994 (Commission file number 1-6016) and incorporated
        herein by reference)............................................... - 

   4(b) Form of Option Agreement and Exercise Form.........................  9

   4(c) Restated Certificate of Incorporation (filed as Exhibit Number
        3(a) to the Registrant's Form 10-K Annual Report for the fiscal
        year ended December 31, 1984 (Commission file number 1-6016) and
        incorporated herein by reference).................................. - 
   
   4(d) Certificate of Amendment of Restated Certificate of Incorporation
        (filed as Exhibit Number 3(c) to the Registrant's Form 10-K
        Annual Report for the fiscal year ended December 31, 1987 (Commission
        file number 1-6016) and incorporated herein by reference)........   - 
   
   4(e) Certificate of Designation, Preferences and Rights of Series B
        Junior Participating Preferred Stock (filed as Exhibit Number
        3(e) to the Registrant's Form 10-K Annual Report for the fiscal
        year ended December 31, 1987 (Commission file number 1-6016) and
        incorporated herein by reference)................................   - 

   4(f) Certificate of Amendment of Restated Certificate of Incorporation
        (filed as Exhibit 3(g) to Registrant's Form 10-K Annual Report for
        the fiscal year ended December 31, 1993 (Commission file number
        1-6016) and incorporated herein by reference)....................   - 

   4(g) By-Laws, as amended through September 10, 1992 (filed as Exhibit
        Number 3(g) to the Registrant's Form 10-K Annual Report for the
        fiscal year ended December 31, 1992 (Commission file number
        1-6016) and incorporated herein by reference)....................   - 

   4(h) Rights Agreement, dated as of January 7, 1988, between the
        Registrant and Manufacturers Hanover Trust Company (filed as
        Exhibit Number 4 to the Registrant's Form 8-K Current Report dated
        January 7, 1988 (Commission file number 1-6016) and incorporated
        herein by reference).............................................   - 

   4(i) Amendment No. 1, dated as of December 5, 1990, between the
        Registrant and Harris Trust Company of New York as to the
        Rights Agreement, dated as of January 7, 1988, between the
        Registrant and Manufacturers Hanover Trust Company (filed as Exhibit
        Number 4.8 to the Registrant's Registration Statement on Form
        S-3 (Registration Statement No. 33-48545) and incorporated
        herein by reference).............................................   - 
   
   5    Opinion of McDara P. Folan, III, regarding the legality of the
        securities being registered......................................  14 

  23(a) Consent of Coopers & Lybrand to the incorporation by reference
        in this Registration Statement of their report on the
        consolidated financial statements and the financial statement
        schedules included in the Registrant's Annual Report on Form
        10-K for its fiscal year ended December 31, 1993.................  15

  23(b) Consent of McDara P. Folan, III, to the filing of his opinion as
        Exhibit 5 to this Registration Statement is contained in
        Exhibit 5........................................................  14 


                                                                 Exhibit 5


                              May 5, 1994



Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C.  20549


   Re:  1994 Non-Employee Directors Stock Option Plan

Ladies and Gentlemen:

   I have acted as counsel for The Allen Group Inc., a Delaware corporation
(the "Registrant"), in connection with The Allen Group Inc. 1994 Non-Employee
Directors Stock Option Plan (the "Plan").  I have examined such documents,
records and matters of law as I have deemed necessary for purposes of this
opinion, and based thereupon, I am of the opinion that the shares of Common
Stock, par value $1.00 per share ("Common Stock"), that may be issued and sold
pursuant to the Plan (and the authorized form of Option Agreement and Exercise
Form thereunder) will be, when issued or transferred and sold in accordance
with such Plan and such Option Agreements, duly authorized, validly issued,
fully paid and nonassessable so long as the consideration received by the
Registrant is at least equal to the par value of such Common Stock.

        I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Stock issued and sold pursuant to the Plan under
the Securities Act of 1933.

                              Very truly yours,




                              McDara P. Folan, III


                                                         EXHIBIT 23(a)


                      CONSENT OF INDEPENDENT ACCOUNTANTS

   As independent public accountants, we hereby consent to the
   incorporation by reference in this Form S-8 Registration Statement
   pertaining to The Allen Group Inc. 1994 Non-Employee Directors Stock
   Option Plan of our reports dated February 16, 1994, given upon our
   authority as experts in accounting and auditing, with respect to the
   consolidated financial statements and schedules of The Allen Group
   Inc. included in its Annual Report on Form 10-K for the year ended
   December 31, 1993, filed with the Securities and Exchange Commission.





                                    COOPERS & LYBRAND







   Cleveland, Ohio
   May 5, 1994
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{"company-data": {"conformed-name": "ALLEN GROUP INC", "cik": "0000003721", "assigned-sic": "3825", "irs-number": "380290950", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53499", "film-number": "94526242"}, "business-address": {"street1": "25101 CHAGRIN BLVD # 350", "city": "BEACHWOOD", "state": "OH", "zip": "44122-5619", "phone": "2167655818"}}
Registration No.                

                                                                               

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                                    

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                                                    

                             THE ALLEN GROUP INC.
            (Exact name of registrant as specified in its charter)

               Delaware                                        38-0290950
      (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                       Identification No.)

                25101 Chagrin Boulevard, Beachwood, Ohio 44122
          (Address of principal executive offices including zip code)

                 1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                           (Full title of the plan)

                              ROBERT A. YOUDELMAN
                        Senior Vice President - Finance
                             The Allen Group Inc.
                            25101 Chagrin Boulevard
                            Beachwood, Ohio  44122
                    (Name and address of agent for service)

                                (216) 765-5800
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

Title of
securities
to be
registered(1)

Amount
to be
registered						250,000

Proposed
maximum
offering
price per
share (2)(3)				$16.25

Proposed
maximum
aggregate
offering
price (3)        $4,062,500

Amount of
registration
fee	             $1,400.75

Common Stock,
par value $1.00
per share
Preferred Stock
Purchase Rights

                          Index to Exhibits on Page 8

(1)   Each share of Common Stock includes a Series B Junior Participating
      Preferred Stock Purchase Right which, when exercisable, entitles the
      holder to purchase 0.01 (subject to adjustment in certain events) share
      of Series B Junior Participating Preferred Stock of the Registrant. 
      Such rights are not currently exercisable or transferable independently
      of the shares of Common Stock.

(2)   Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
      Securities Act of 1933 (the "Securities Act"), on the basis of the
      average of the high and low sale prices for a share of Common Stock on
      the New York Stock Exchange--Composite Transactions Tape on
      April 29, 1994, within five business days prior to filing.

(3)   Estimated solely for the purpose of calculating the registration fee.

                                                                              
                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, THE ALLEN GROUP INC., a
Delaware corporation (the "Registrant"), pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), are incorporated by reference in this
registration statement (the "Registration Statement"):

        (1) Registrant's Annual Report on Form 10-K for its fiscal year ended
            December 31, 1993; and
         
        (2) The description of the common stock, par value $1.00 per share,
            of the Registrant (the "Common Stock") contained in the
            Registrant's Registration Statement on Form S-3 filed by the
            Registrant on July 12, 1992 and declared effective on July 30,
            1992 (Registration No. 33-48545) and the description of the
            Series B Junior Participating Preferred Stock Purchase Rights
            contained in the Registrant's Registration Statement on Form 8-A
            filed January 19, 1988 (File No. 1-6016) and any amendment or
            report filed for the purpose of updating such information.

        All documents subsequently filed by the Registrant pursuant to
Sections 13, 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered under the 1994
Non-Employee Directors Stock Option Plan (the "Plan") have been sold or which
deregister all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and shall be deemed to be a part hereof from
the date of filing thereof.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for the purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interest of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers, employees and agents of a corporation
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement of litigation under certain conditions and subject to
certain limitations.

        The By-Laws, as amended, and the Restated Certificate of
Incorporation, as amended, of the Registrant provide that directors and
officers shall be indemnified against liabilities arising from their service
as directors and officers to the fullest extent permitted by law.

        The Registrant maintains, at its expense, a policy of insurance which
insures its directors and officers, subject to certain exclusions or
deductions as are usual in such insurance policies, against certain
liabilities which may be incurred in those capacities.  The Registrant has
also entered into agreements which provide for the indemnification of its
directors and certain officers against such liabilities to the fullest extent
permitted by law.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        4(a)  The 1994 Non-Employee Directors Stock Option Stock Plan (filed
              as Exhibit A to Registrant's Proxy Statement dated March 17,
              1994 (Commission file number 1-6016) and incorporated herein by
              reference).

         (b)  Form of Option Agreement and Exercise Form.

         (c)  Restated Certificate of Incorporation (filed as Exhibit Number
              3(a) to the Registrant's Form 10-K Annual Report for the fiscal
              year ended December 31, 1984 (Commission file number 1-6016)
              and incorporated herein by reference).

         (d)  Certificate of Amendment of Restated Certificate of
              Incorporation (filed as Exhibit Number 3(c) to the Registrant's
              Form 10-K Annual Report for the fiscal year ended December 31,
              1987 (Commission file number 1-6016) and incorporated herein by
              reference).

         (e)  Certificate of Designation, Preferences and Rights of Series B
              Junior Participating Preferred Stock (filed as Exhibit
              Number 3(e) to the Registrant's Form 10-K Annual Report for the
              fiscal year ended December 31, 1987 (Commission file number 1-
              6016) and incorporated herein by reference).

         (f)  Certificate of Amendment of Restated Certificate of
              Incorporation (filed as Exhibit 3(g) to Registrant's Form 10-K
              Annual Report for the fiscal year ended December 31, 1993
              (Commission file number 1-6016) and incorporated herein by
              reference).     

         (g)  By-Laws, as amended through September 10, 1992 (filed as
              Exhibit Number 3(g) to the Registrant's Form 10-K Annual Report
              for the fiscal year ended December 31, 1992 (Commission file
              number 1-6016) and incorporated herein by reference).

         (h)  Rights Agreement, dated as of January 7, 1988, between the
              Registrant and Manufacturers Hanover Trust Company (filed as
              Exhibit Number 4 to the Registrant's Form 8-K Current Report
              dated January 7, 1988 (Commission file number 1-6016) and
              incorporated herein by reference).

         (i)  Amendment No. 1, dated as of December 5, 1990, between the
              Registrant and Harris Trust Company of New York as to the
              Rights Agreement, dated as of January 7, 1988, between the
              Registrant and Manufacturers Hanover Trust Company (filed as
              Exhibit Number 4.8 to the Registrant's Registration Statement
              on Form S-3 (Registration Statement No. 33-48545) and
              incorporated herein by reference).

         5    Opinion of McDara P. Folan, III, regarding the legality of the
              securities being registered.

        23(a) Consent of Coopers & Lybrand to the incorporation by reference
              in this Registration Statement of their report on the
              consolidated financial statements and the financial statement
              schedules included in the Registrant's Annual Report on Form
              10-K for its fiscal year ended December 31, 1993.

          (b) Consent of McDara P. Folan, III, to the filing of his opinion
              as Exhibit 5 to this Registration Statement is contained in
              Exhibit 5.
Item 9. Undertakings

        (a)  The Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:  (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

              (2)  That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b)  The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                  SIGNATURES

              Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Registration Statement on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Beachwood, State of
Ohio, on this 5th  day of May 1994.
        
                              THE ALLEN GROUP INC.
        

                              By:   /s/ Robert G. Paul                
                                  Robert G. Paul
                                  President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.

          Signature          Title                                Date

/s/ Robert G. Paul          President, Chief Executive
 Robert G. Paul             Officer and Director (Principal 
                            Executive Officer)                    May 5, 1994

/s/ Robert A. Youdelman     Senior Vice President - Finance    
 Robert A. Youdelman        (Principal Financial Officer)         May 5, 1994 
                                                      

/s/ James L. LePorte, III   Vice President and Controller          
 James L. LePorte, III      (Principal Accounting Officer)        May 5, 1994

                            Director                  
 Wade W. Allen                                                    May __, 1994

/s/ George A. Chandler      Director
 George A. Chandler                                               May 5, 1994

/s/ Philip Wm. Colburn      Chairman of the Board and             
 Philip Wm. Colburn         Director                              May 5, 1994

/s/ Jill K. Conway          Director            
 Jill K. Conway                                                   May 5, 1994

/s/ Albert H. Gordon        Director                  
 Albert H. Gordon                                                 May 5, 1994

                            Director                  
 William O. Hunt                                                  May   , 1994

/s/ J. Chisholm Lyons       Director                  
 J. Chisholm Lyons                                                May 5, 1994

/s/ Charles W. Robinson     Director                  
 Charles W. Robinson                                              May 5, 1994

/s/ Richard S. Vokey        Director
 Richard S. Vokey                                                 May 5, 1994

/s/ William M. Weaver, Jr.  Director                  
 William M. Weaver, Jr.                                           May 5, 1994

                                 EXHIBIT INDEX

Exhibit                                                                   Page
Number                         Exhibit Description                      Number

   4(a) The 1994 Non-Employee Directors Stock Option Stock Plan
        (filed as Exhibit A to Registrant's Proxy Statement dated
        March 17, 1994 (Commission file number 1-6016) and incorporated
        herein by reference)............................................... - 

   4(b) Form of Option Agreement and Exercise Form.........................  9

   4(c) Restated Certificate of Incorporation (filed as Exhibit Number
        3(a) to the Registrant's Form 10-K Annual Report for the fiscal
        year ended December 31, 1984 (Commission file number 1-6016) and
        incorporated herein by reference).................................. - 
   
   4(d) Certificate of Amendment of Restated Certificate of Incorporation
        (filed as Exhibit Number 3(c) to the Registrant's Form 10-K
        Annual Report for the fiscal year ended December 31, 1987 (Commission
        file number 1-6016) and incorporated herein by reference)........   - 
   
   4(e) Certificate of Designation, Preferences and Rights of Series B
        Junior Participating Preferred Stock (filed as Exhibit Number
        3(e) to the Registrant's Form 10-K Annual Report for the fiscal
        year ended December 31, 1987 (Commission file number 1-6016) and
        incorporated herein by reference)................................   - 

   4(f) Certificate of Amendment of Restated Certificate of Incorporation
        (filed as Exhibit 3(g) to Registrant's Form 10-K Annual Report for
        the fiscal year ended December 31, 1993 (Commission file number
        1-6016) and incorporated herein by reference)....................   - 

   4(g) By-Laws, as amended through September 10, 1992 (filed as Exhibit
        Number 3(g) to the Registrant's Form 10-K Annual Report for the
        fiscal year ended December 31, 1992 (Commission file number
        1-6016) and incorporated herein by reference)....................   - 

   4(h) Rights Agreement, dated as of January 7, 1988, between the
        Registrant and Manufacturers Hanover Trust Company (filed as
        Exhibit Number 4 to the Registrant's Form 8-K Current Report dated
        January 7, 1988 (Commission file number 1-6016) and incorporated
        herein by reference).............................................   - 

   4(i) Amendment No. 1, dated as of December 5, 1990, between the
        Registrant and Harris Trust Company of New York as to the
        Rights Agreement, dated as of January 7, 1988, between the
        Registrant and Manufacturers Hanover Trust Company (filed as Exhibit
        Number 4.8 to the Registrant's Registration Statement on Form
        S-3 (Registration Statement No. 33-48545) and incorporated
        herein by reference).............................................   - 
   
   5    Opinion of McDara P. Folan, III, regarding the legality of the
        securities being registered......................................  14 

  23(a) Consent of Coopers & Lybrand to the incorporation by reference
        in this Registration Statement of their report on the
        consolidated financial statements and the financial statement
        schedules included in the Registrant's Annual Report on Form
        10-K for its fiscal year ended December 31, 1993.................  15

  23(b) Consent of McDara P. Folan, III, to the filing of his opinion as
        Exhibit 5 to this Registration Statement is contained in
        Exhibit 5........................................................  14 

                                                                 Exhibit 5

                              May 5, 1994

Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C.  20549

   Re:  1994 Non-Employee Directors Stock Option Plan

Ladies and Gentlemen:

   I have acted as counsel for The Allen Group Inc., a Delaware corporation
(the "Registrant"), in connection with The Allen Group Inc. 1994 Non-Employee
Directors Stock Option Plan (the "Plan").  I have examined such documents,
records and matters of law as I have deemed necessary for purposes of this
opinion, and based thereupon, I am of the opinion that the shares of Common
Stock, par value $1.00 per share ("Common Stock"), that may be issued and sold
pursuant to the Plan (and the authorized form of Option Agreement and Exercise
Form thereunder) will be, when issued or transferred and sold in accordance
with such Plan and such Option Agreements, duly authorized, validly issued,
fully paid and nonassessable so long as the consideration received by the
Registrant is at least equal to the par value of such Common Stock.

        I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Stock issued and sold pursuant to the Plan under
the Securities Act of 1933.

                              Very truly yours,

                              McDara P. Folan, III

                                                         EXHIBIT 23(a)

                      CONSENT OF INDEPENDENT ACCOUNTANTS

   As independent public accountants, we hereby consent to the
   incorporation by reference in this Form S-8 Registration Statement
   pertaining to The Allen Group Inc. 1994 Non-Employee Directors Stock
   Option Plan of our reports dated February 16, 1994, given upon our
   authority as experts in accounting and auditing, with respect to the
   consolidated financial statements and schedules of The Allen Group
   Inc. included in its Annual Report on Form 10-K for the year ended
   December 31, 1993, filed with the Securities and Exchange Commission.

                                    COOPERS & LYBRAND

   Cleveland, Ohio
   May 5, 1994