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 of other jurisdiction                    (I.R.S. Employer 
of incorporation or organization)             Identification No.)

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

                      THE ALLEN GROUP INC.
     1992 STOCK PLAN AND INDIVIDUAL STOCK OPTION AGREEMENTS
       BETWEEN THE ALLEN GROUP INC. AND CERTAIN DIRECTORS
                    (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) (2)

Amount to be registered

Proposed 
maximum 
offering
price per share (3) (4)       $22.69

Proposed maximum 
aggregate
offering
price (4)           $22,690,000



Amount of 
registration 
 fee                $7,824.19

Common Stock,       1,000,000
$1.00 par value

Preferred Stock
Purchase Rights     454,545

<PAGE>
(1)  Each share of Common Stock includes .4545 of a Series B Junior
     Participating Preferred Stock Purchase Right.  Each Right,
     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)  Pursuant to Rule 216 of the Securities Act of 1933 (the
     "Securities Act"), this Registration Statement also covers
     such additional Common Stock as may become issuable pursuant
     to the anti-dilution provisions of The Allen Group Inc. 1992
     Stock Plan.

(3)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 under
     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 27,
     1995, within five business days prior to filing.

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

                 Exhibit Index Appears on Page 5

<PAGE>
                             Part II

     Pursuant to General Instruction E to Form S-8, the contents of
the Registration Statement No. 33-52420 on Form S-8 as filed by The
Allen Group Inc. with the Securities and Exchange Commission on
September 25, 1992 are incorporated herein by reference.

Item 8.   Exhibits

          4         The Allen Group Inc. 1992 Stock Plan as
                    amended and restated as of April 27, 1995

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

          23(a)     Consent of Independent Auditors, Coopers &
                    Lybrand L.L.P., 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, 1994

          23(b)     Consent of Counsel (included in Exhibit 5)



<PAGE>
                           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 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 May 1, 1995.

                              THE ALLEN GROUP INC.



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



<PAGE>
     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.


/s/Robert G. Paul        President, Chief Executive    May 1, 1995
Robert G. Paul           Officer and Director
                         (Principal Executive Officer)

/s/Robert A. Youdelman   Senior Vice President -       May 1, 1995
Robert A. Youdelman      Finance (Principal Financial
                         Officer)

/s/James L. LePorte, III Vice President and            May 1, 1995
James L. LePorte, III    Controller (Principal
                         Accounting Officer)

/s/George A. Chandler    Director                      May 1, 1995
George A. Chandler

/s/Philip Wm. Colburn    Chairman of the Board         May 1, 1995
Philip Wm. Colburn       and Director

/s/Jill K. Conway        Director                      May 1, 1995
Jill K. Conway

/s/ Albert H. Gordon     Director                      May 1, 1995
Albert H. Gordon

/s/William O. Hunt       Director                      May 1, 1995
William O. Hunt

/s/J. Chisholm Lyons     Director                      May 1, 1995
J. Chisholm Lyons

/s/Charles W. Robinson   Director                      May 1, 1995
Charles W. Robinson

/s/Richard S. Vokey      Director                      May 1, 1995
Richard S. Vokey

/s/William M. Weaver     Director                      May 1, 1995
William M. Weaver, Jr.


<PAGE>
                          EXHIBIT INDEX


Exhibit                  Exhibit
Number                 Description                          Pages


  4         The Allen Group Inc. 1992 Stock Plan as         
            amended and restated as of April 27, 1995

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

23(a)       Consent of Independent Auditors, Coopers &
            Lybrand L.L.P., to the incorporation by 
            reference in this Registration Statement of
            their report on the consolidated financial 
            statement schedules included in the Registrant's
            Annual Report on Form 10-K for its fiscal
            year ended December 31, 1994

23(b)       Consent of Counsel (included in Exhibit 5)




<PAGE>
                                                        EXHIBIT 4

                      THE ALLEN GROUP INC.
                   1992 STOCK PLAN, AS AMENDED


     1.  Purpose.  The purpose of this 1992 Stock Plan (the "Plan")
is to advance the interests of The Allen Group Inc. (the "Company")
and its stockholders by providing an incentive for attracting and
retaining key employees of the Company and its subsidiaries and
increasing their identification with the Company and its
objectives.  The Plan permits grants of options to purchase shares
of Common Stock, $1.00 par value, of the Company ("Common Stock")
and awards of shares of Common Stock that are restricted as
provided in Section 6 ("Restricted Shares").  Awards of Restricted
Shares may be in lieu of or in addition to grants of options under
the Plan.  It is intended that options issued under this Plan shall
constitute (a) incentive stock options ("Incentive Stock Options")
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and the treasury regulations
promulgated thereunder, to the extent provided in Section 5(a)
hereof, or (b) options which do not qualify as incentive stock
options ("Non-qualified Stock Options").

     2.  Shares Subject to Plan.  The total number of shares of
Common Stock with respect to which options may be granted and
Restricted Shares may be awarded under the Plan shall not exceed
2,000,000.  Shares awarded as Restricted Shares or issued upon
exercise of options granted under the Plan may be authorized and
previously unissued shares, issued shares which have been
reacquired by the Company or a combination thereof.  In the event
that any Restricted Shares shall be forfeited or any option granted
under the Plan shall terminate, expire or, with the consent of the
optionee, be canceled as to any shares of Common Stock, without
having been exercised in full, new awards of Restricted Shares may
be made or new options may be granted with respect to such shares
without again being charged against the maximum share limitation
set forth above in this Section 2.  In addition, upon the full or
partial payment of any option price by the transfer to the Company
of shares of Common Stock or upon satisfaction of tax withholding
obligations in connection with any such exercise or the lapsing of
restrictions on any Restricted Shares or any other payment made or
benefit realized under this Plan by the transfer or relinquishment
of shares of Common Stock, only the net number of shares of Common
Stock actually issued or transferred by the Company, after
subtracting the number of shares of Common Stock so transferred or
relinquished, shall be charged against the maximum share limitation
set forth above in this Section 2; provided, however, that the
number of shares of Common Stock actually issued or transferred by
the Company upon the exercise of Incentive Stock Options shall not
exceed such maximum share limitation.

     No employee shall be granted options for more than 200,000
shares of Common Stock, or awarded more than 100,000 Restricted
Shares, under the Plan in any one fiscal year of the Company,
subject to adjustments as provided in Section 7 of this Plan.

     3.  Administration.  The Plan shall be administered by a Stock
Option Committee, or any successor Committee (hereinafter called
the "Committee"), which shall be appointed by the Board of
Directors of the Company and shall consist of such number of
directors, not less than two, as shall be determined by the Board,
who shall serve at the pleasure of the Board, and each of whom
shall at the time of designation and service be a "disinterested
person" within the meaning of Rule 16b-3 of the Securities and
Exchange Commission or any successor provision at the time in
effect ("Rule 16b-3").  Vacancies occurring in the membership of
the Committee shall be filled by appointment by the Board.  If for
any reason the Committee is unable to perform its functions and
duties under the Plan, the Board of Directors may perform any of
such functions and duties.  In such event, the quorum and voting
requirements specified in this Section 3 with respect to the
Committee shall be applicable to the Board of Directors.

     The Committee, from time to time, may adopt rules and
regulations for carrying out the provisions and purposes of the
Plan.  The interpretation and construction by the Committee of any
provisions of, and the determination of any question arising under,
the Plan, any such rule or regulation, or any agreement granting
options or Restricted Shares under the Plan, shall be final and
conclusive and binding on all persons interested in the Plan.

     The Committee shall maintain written minutes of its
proceedings.  A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing
by all the members, shall be acts of the Committee.

     4.  Eligibility.  The Committee, in its sole discretion, shall
determine the officers and other key employees of the Company and
its subsidiaries (who need not have been so employed on the date of
adoption of the Plan) to whom options and Restricted Shares shall
be granted, the time or times when they shall be granted, when
options may be exercised and the number of shares to be awarded as
Restricted Shares or to be covered by each option so granted.  No
director who is not an officer or employee of the Company or a
subsidiary thereof and no member of the Committee, during the time
of his service as such, shall be eligible to receive an option or
any Restricted Shares under the Plan.  No person who owns or, under
the provisions of Section 425(d) of the Code, is considered as
owning, stock possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company or of any
subsidiary of the Company shall be eligible to receive an option or
Restricted Shares under the Plan.  The Committee shall be under no
duty to provide terms of like duration for options granted under
the Plan.

     5.  Terms and Conditions of Options.  All options approved by
the Committee under the Plan shall be evidenced by stock option
agreements in writing (hereinafter called "option agreements"), in
such form as the Committee may from time time approve, executed on
behalf of the Company by one or more members of the Committee. 
Each such agreement shall be subject to the Plan and, in addition
to such other terms and conditions as the Committee may deem
desirable, shall provide in substance as follows:

            (a)  Limitations.  The aggregate Fair Market Value (as
     defined in Section 5(c) hereof) of the shares of Common Stock
     (determined as of the date of grant) with respect to which
     Incentive Stock Options may be first exercisable by an
     optionee during any calendar year under this Plan and all
     other option plans of the Company and its subsidiaries shall
     not exceed $100,000; provided, however, that, to the extent
     permitted by the Code and the treasury regulations promulgated
     thereunder, nothing contained in this section 5(a) shall be
     interpreted to prevent an optionee (i) from exercising in any
     year subsequent to the year in which an Incentive Stock Option
     first became exercisable the whole or any portion of such
     Incentive Stock Option not exercised in the year such
     Incentive Stock Option first became exercisable, (ii) from
     exercising in whole or in part any Incentive Stock Option
     granted on or before December 31, 1986, under any other plan
     of the Company, or (iii) from exercising Incentive Stock
     Options in full pursuant to the terms of Section 7(c) hereof. 
     Non-qualified Stock Options may be exercised by an optionee
     without regard to the limitations stated in the previous
     sentence.

            (b)  Consideration and Period of Employment.  Each
     option agreement shall contain an agreement by the optionee,
     as consideration for the option or options granted thereunder,
     that he will remain in the employ of the Company or a
     subsidiary thereof for a period of two years, or such longer
     period as the Committee may specify, from the date of the
     grant thereof, but that nothing contained in the Plan or such
     provisions shall confer any right on such optionee to continue
     in the employ of the Company or any subsidiary by which he is
     employed or be deemed to affect in any way any right of the
     Company or such subsidiary to terminate his employment at any
     time.

            (c)  Number and Price of Shares.  Each option agreement
     shall specify the number of shares of Common Stock covered by
     such option and the purchase price per share thereof.  Such
     price shall be equal to 100% of the Fair Market Value of the
     shares as of the date such option is granted ("Fair Market
     Value").  Such Fair Market Value shall be the last sale price
     of Common Stock on the day next preceding such date as
     reported on the New York Stock Exchange Composite Tape or, in
     the event that no sale shall have taken place on a national
     securities exchange on such next preceding day, the last sale
     price of Common Stock on the next preceding day on which there
     was a sale as reported on the New York Stock Exchange
     Composite Tape or the fair market value on such date as
     determined by the Committee in accordance with applicable law
     and regulations.  The option price shall be subject to
     adjustment as provided in Section 7 hereof.

            (d)  Time of Exercise.  Each option agreement shall set
     forth the period during which it may be exercised which shall
     be determined by the Committee at the time of grant, provided
     that each Non qualified Stock Option shall expire not more
     than ten years and two days after the date such Option is
     granted and each Incentive Stock Option shall expire not more
     than ten years after the date such Option is granted (the
     period set forth in each option agreement being hereinafter
     referred to as "option period").

            (e)  Manner of Exercise.  Each option agreement shall
     provide that any option therein granted shall be exercisable
     only by giving in each case written notice of exercise,
     accompanied by full payment of the purchase price either (i)
     in cash (including check, bank draft or money order, or wire
     or other transfer of funds, or advice of credit to the
     Company) or (ii) at the discretion of the Committee, in shares
     of Common Stock with a fair market value equal to the purchase
     price or a combination of cash and shares of Common Stock
     which in the aggregate are equal in value to such purchase
     price.  At the discretion of the Committee, the option
     agreement may provide that shares of Common Stock may be
     issued in the name of the optionee and another person jointly
     with the right of survivorship.

            (f)  Purchase of Option by Company.  Any option at any
     time granted under the Plan may contain (or be amended to
     contain, subject to Section 13 hereof) a provision to the
     effect that the optionee (or any person entitled to act under
     Section 5(g) hereof) shall have the right (the "Right"), at
     any time at which the fair market value is in excess of the
     exercise price and prior to exercising the option, in whole or
     in part, to request that the Company purchase all or any
     portion of the option as shall then be exercisable at a price
     equal to the difference between (i) an amount equal to the
     option price multiplied by the number of shares subject to
     that portion of the option in respect of which such request
     shall be made and (ii) an amount equal to such number of
     shares multiplied by the fair market value of the Company's
     Common Stock (within the meaning of Section 422 of the Code
     and the treasury regulations promulgated thereunder).  The
     Company shall have no obligation to make any purchase pursuant
     to such request, but if if elects to do so, such portion of
     the option as to which the request is made shall be
     surrendered to the Company.  The purchase price for the
     portion of the option so to be surrendered shall be paid by
     the Company, at the election of the Committee, either in cash
     or in shares of Common Stock (valued as of the date and in the
     manner provided in clause (ii) above), or in any combination
     of cash and Common Stock, which may consist, in whole or in
     part, of shares of authorized but unissued Common Stock or
     shares of Common Stock held in the Company's treasury. No
     fractional share of Common Stock shall be issued or
     transferred and any fractional share shall be disregarded. 
     Shares covered by that portion of any option purchased by the
     Company pursuant hereto and surrendered to the Company shall
     not be available for the granting of further options or
     Restricted Shares under the Plan.  All determinations to be
     made by the Company hereunder shall be made by the Committee.

            (g)  Termination of Employment.  Each option agreement
     shall provide substantially as follows:  Except as hereinafter
     set forth, no option shall be exercisable after the date of
     termination of the optionee's employment.  If an optionee's
     employment terminates for any reason, such option may be
     exercised by the optionee within three months after such
     termination, but only to the extent that it was exercisable on
     the date of such termination.  If an optionee shall die within
     such three-month period, or if termination of his employment
     shall have been due to such optionee's death, such option may
     be exercised at any time within one year after such death by
     the optionee's executor or administrator or by his distributee
     to whom the option may have been transferred by will or by the
     laws of descent and distribution but only to the extent that
     it was exercisable on the date of the optionee's death. 
     Notwithstanding anything to the contrary herein, if upon an
     optionee's termination of employment the optionee becomes a
     senior management consultant to the Company and/or its
     subsidiaries under a post-employment consulting arrangement,
     such option shall continue to vest under its original vesting
     schedule, and may be exercised by the optionee, during the
     period ending on the earliest of (i) the ninetieth (90th) day
     following the date that the optionee permanently ceases to
     render consulting services to the Company and/or its
     subsidiaries, for any reason other than cessation by reason of
     death, under a post-employment consulting arrangement, (ii)
     the date that is one year after the date described in clause
     (i) if the optionee ceases to render consulting services on
     account of his death (in which case such option may be
     exercised by the optionee's executor or administrator or by
     his distributee to whom the option may have been transferred
     by will or by the laws of descent and distribution, but only
     to the extent that it was exercisable on the date of the
     optionee's death), or (iii) the date that is the five-year
     anniversary of the date the optionee terminates employment
     with the Company and its subsidiaries.  The foregoing
     provision shall not extend the period during which an option
     may be exercised beyond the date it expires by its terms.

            (h)  Non-Transferability of Options, Rights or Limited
     Rights.  Each option agreement shall provide that any option
     therein granted and any related Right or Limited Right (as
     hereinafter defined) is not transferable by the optionee other
     than by will or by the laws of descent and distribution and
     that, during the lifetime of the optionee, such option may be
     exercised only by the optionee or such optionee's legal
     representative.

            (i)  Prior Outstanding Options.  Each option agreement
     evidencing an Incentive Stock Option shall provide that, if
     such Incentive Stock Option is exercisable by its terms, it
     may be exercised while there is outstanding (within the
     meaning of Section 422(c)(7) of the Code) any other Incentive
     Stock Option to purchase shares of Common Stock of the Company
     or of a corporation which is a subsidiary of the Company or of
     a predecessor corporation of the Company or such subsidiary.

            (j)  Adjustments.  Each option agreement shall provide
     for adjustment of the number and kind of shares under option
     and the purchase price per share in the manner provided in
     Section 7 hereof.

     6.  Restricted Shares.  (a) Awards. The Committee may from
time to time in its discretion award Restricted Shares to officers
and other key employees and may determine the number of Restricted
Shares awarded and the terms and conditions of, and the amount of
payment, if any, to be made by the employee for, such Restricted
Shares.  Each award of Restricted Shares will be evidenced by a
written agreement executed on behalf of the Company by one or more
members of the Committee and containing terms and conditions not
inconsistent with the Plan as the Committee shall determine to be
appropriate in its sole discretion.

     (b)  Restricted Period; Lapse of Restrictions.  At the time an
award of Restricted Shares is made, the Committee shall establish
a period of time (the "Restricted Period") applicable to such award
which shall not be less than one year nor more than ten years. 
Each award of Restricted Shares may have a different Restricted
Period.  At the time an award is made, the Committee may, in its
discretion, prescribe conditions for the incremental lapse of
restrictions during the Restricted Period and for the lapse or
termination of restrictions upon the occurrence of other conditions
in addition to or other than the expiration of the Restricted
Period with respect to all or any portion of the Restricted Shares. 
Such conditions may include, without limitation, the death or
disability of the employee to whom Restricted Shares are awarded,
retirement of the employee pursuant to normal or early retirement
under any retirement plan of the Company or termination by the
Company of the employee's employment other than for cause, or the
occurrence of an Acceleration Date (as defined in Section 7(c)
hereof).  Such conditions may also include performance measures,
which, in the case of any such award of Restricted Shares to an
employee who is a "covered employee" within the meaning of Section
162(m) of the Code, shall be based on one or more of the following
criteria: earnings per share, market value per share, return on
invested capital, return on operating assets and return on equity. 
The Committee may also, in its discretion, shorten or terminate the
Restricted Period or waive any conditions for the lapse or
termination of restrictions with respect to all or any portion of
the Restricted Shares at any time after the date the award is made.

     (c)  Rights of Holder; Limitations Thereon.  Upon an award of
Restricted Shares, a stock certificate representing the number of
Restricted Shares awarded to the employee shall be registered in
the employee's name and, at the discretion of the Committee, will
be either delivered to the employee with an appropriate legend or
held in custody by the Company or a bank for the employee's
account.  The employee shall generally have the rights and
privileges of a stockholder as to such Restricted Shares, including
the right to vote such Restricted Shares, except that the following
restrictions shall apply: (i) with respect to each Restricted
Share, the employee shall not be entitled to delivery of an
unlegended certificate until the expiration or termination of the
Restricted Period, and the satisfaction of any other conditions
prescribed by the Committee, relating to such Restricted Share;
(ii) with respect to each Restricted Share, such share may not be
sold, transferred, assigned, pledged, or otherwise encumbered or
disposed of until the expiration of the Restricted Period, and the
satisfaction of any other conditions prescribed by the Committee,
relating to such Restricted Share; and (iii) all of the Restricted
Shares as to which restrictions have not at the time lapsed shall
be forfeited and all rights of the employee to such Restricted
Shares shall terminate without further obligation on the part of
the Company unless the employee has remained a regular full-time
employee of the Company or any of its subsidiaries, or a consultant
to the Company or a subsidiary under a post-employment consulting
arrangement, until the expiration or termination of the Restricted
Period and the satisfaction of any other conditions prescribed by
the Committee applicable to such Restricted Shares.  Upon the
forfeiture of any Restricted Shares, such forfeited shares shall be
transferred to the Company without further action by the employee. 
At the discretion of the Committee, cash and stock dividends with
respect to the Restricted Shares may be either currently paid or
withheld by the Company for the employee's account, and interest
may be paid on the amount of cash dividends withheld at a rate and
subject to such terms as determined by the Committee.  The employee
shall have the same rights and privileges, and be subject to the
same restrictions, with respect to any shares received pursuant to
Section 7(h) hereof.

     (d)  Delivery of Unrestricted Shares.  Upon the expiration or
termination of the Restricted Period and the satisfaction of any
other conditions prescribed by the Committee, the restrictions
applicable to the Restricted Shares shall lapse and a stock
certificate for the number of Restricted Shares with respect to
which the restrictions have lapsed shall be delivered, free of all
such restrictions, except any that may be imposed by law, to the
employee or the employee's beneficiary or estate, as the case may
be.  The Company shall not be required to deliver any fractional
share of Common Stock but will pay, in lieu thereof, the fair
market value (determined as of the date the restrictions lapse) of
such fractional share to the employee or the employee's beneficiary
or estate, as the case may be.

     7.  Effect of Certain Changes.  (a) If there is any change in
the number of shares of Common Stock through the declaration of
stock dividends, or through recapitalization resulting in stock
splits, or combinations or exchanges of such shares, the number of
shares of Common Stock available for options and Restricted Shares
and the number of such shares covered by outstanding options, and
the price per share of such options, shall be proportionately
adjusted by the Committee to reflect any increase or decrease in
the number of issued shares of Common Stock; provided, however,
that any fractional shares resulting from such adjustment shall be
eliminated.

     (b)  In the event of the proposed dissolution or liquidation
of the Company, or in the event of any corporate separation or
division, including, but not limited to, a split-up, split-off, or
spin-off, the Committee may provide that the holder of each option
then exercisable shall have the right to exercise such option (at
its then option price) solely for the kind and amount of shares of
stock and other securities, property, cash or any combination
thereof receivable upon such dissolution, liquidation, or corporate
separation or division by a holder of the number of shares of
Common Stock for which such option might have been exercised
immediately prior to such dissolution, liquidation, or corporate
separation or division; or the Committee may provide, in the
alternative, that each option granted under the Plan shall
terminate as of a date to be fixed by the Board, provided, however,
that not less than thirty (30) days written notice of the date so
fixed shall be given to each optionee, who shall have the right,
during the period of thirty (30) days preceding such termination,
to exercise the option as to all or any part of the shares of
Common Stock covered thereby, including shares as to which such
option would not otherwise be exercisable.

     (c)  If while unexercised options remain outstanding under the
Plan (i) any "person", as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company, or any corporation owned, directly or indirectly, by the
stockholders of the Company in
substantially the same proportions as their ownership of stock of
the Company), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the combined
voting power of the Company's then outstanding securities, (ii)
during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, and any new director
(other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction described in
clause (i), (iii) or (iv) of this subsection) whose election by the
Board or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of
the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least
a majority thereof, (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other
corporation, other than (a) a merger or consolidation which would
result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity) more than 80% of the combined voting power
of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (b)
a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no "person" (as
hereinabove defined) acquires more than 30% of the combined voting
power of the Company's then outstanding securities, or (iv) the
stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets, then
from and after the date on which public announcement of the
acquisition of such percentage shall have been made, or the date on
which the change in the composition of the Board set forth above
shall have occurred, or the date of any such stockholder approval
(any such date being referred to herein as the "Acceleration
Date"), all options shall be exercisable in full, whether or not
otherwise exercisable, but subject, however, in the case of an
Incentive Stock Option, to Section 5(i) hereof.  Following the
Acceleration Date, (1) the Committee shall, in the case of a
merger, consolidation, liquidation or sale or disposition of
assets, promptly make an appropriate adjustment to the number and
class of shares of Common Stock available for options and
Restricted Shares, and to the amount and kind of shares or other
securities or property receivable upon exercise of any outstanding
options after the effective date of such transaction, and the price
thereof, and (2) the Committee may, in its discretion, permit the
cancellation of outstanding options in exchange for a cash payment
in an amount per share subject to any such option equal to the
amount that would be payable pursuant to Section 14(b) hereof upon
exercise of a Limited Right (as defined in Section 14(a) hereof)
under those circumstances, provided, however, that, for purposes of
such cancellation and cash-out, the Acceleration Date shall be
restricted in such manner as the Committee may determine is
necessary to comply with the conditions and requirements of Rule
16b-3 to prevent short-swing profit liability to the holder thereof
under Section 16(b) of the Exchange Act.

     (d)  Subsections (b) and (c) of this Section 7 shall not apply
to a merger or consolidation in which the Company is the surviving
corporation and shares of Common Stock are not converted into or
exchanged for stock or securities of any other corporation, cash or
any other thing of value.  Notwithstanding the preceding sentence,
in case of any consolidation or merger of another corporation into
the Company in which the Company is the surviving corporation and
in which there is a reclassification or change (including a change
to the right to receive cash or other property) of the shares of
Common Stock (other than a change in par value, or from par value
to no par value, or as a result of a subdivision or combination,
but including any change in such shares into two or more classes or
series of shares), the Committee may provide that the holder of
each option then exercisable shall have the right to exercise such
option solely for the kind and amount of shares of stock and other
securities (including those of any new direct or indirect parent of
the Company), property, cash or any combination thereof receivable
upon such reclassification, change, consolidation or merger by the
holder of the number of shares of Common Stock for which such
option might have been exercised.

     (e)  In the event of a change in the Common Stock of the
Company as presently constituted, which is limited to a change of
all of its authorized shares with par value into the same number of
shares with a different par value or without par value, the shares
resulting from any such change shall be deemed to be the Common
Stock within the meaning of the Plan.

     (f)  To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be made
by the Committee, whose determination in that respect shall be
final, binding and conclusive, provided that each Incentive Stock
Option granted pursuant to this Plan shall not be adjusted in a
manner that causes such option to fail to continue to qualify as an
incentive stock option within the meaning of Section 422 of the
Code.

     (g)  Except as hereinbefore expressly provided in this Section
7, the optionee shall have no rights by reason of any subdivision
or consolidation of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number
of shares of stock of any class or by reason of any dissolution,
liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation, and any issue by the Company of
shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to the option or the number or
price of Restricted Shares.  The grant of an option or of
Restricted Shares pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structures or to merge or to consolidate or to dissolve,
liquidate or sell or transfer all or part of its business or
assets.

     (h)  The Committee may make or provide for such adjustments to
the number and class of shares available for awards of Restricted
Shares under the Plan or to any outstanding Restricted Shares as it
shall deem appropriate to prevent dilution or enlargement of
rights, including adjustments in the event of changes in the
outstanding Common Stock by reason of stock dividends, stock
splits, split-ups, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, separations,
reorganizations, liquidations and the like.  Any such determination
by the Committee shall be conclusive.

     8.  Financing of Exercise of Options and Purchase of
Restricted Shares.  To the extent permitted by the regulations of
the Federal Reserve Board governing margin requirements in effect
at the time of exercise of any option or purchase of any Restricted
Shares (including any exemption from margin requirements for
employee stock option plans if such exemption is available), the
Company may extend credit, or arrange for the extension of credit,
to each employee who exercises an option or purchases Restricted
Shares, at the time of such exercise or purchase, to assist the
employee in the purchase of stock.  Such credit will be
collateralized by the stock purchased and will be in an amount not
greater than the lesser of (i) the option or purchase price of the
stock or (ii) the amount of credit permitted by regulations of the
Federal Reserve Board.  The rate of interest, terms of repayment
and provisions for release of collateral with respect to each such
credit will be as determined by the Committee at the time the
credit is extended, but in any event shall be in accordance with
any applicable regulations of the Federal Reserve Board.

     9.  Reload Options.  In the event the optionee exercises an
option and pays all or a portion of the purchase price in shares of
Common Stock, in the manner permitted by Section 5(e) hereof, such
optionee may, in the Committee's sole discretion, be issued by the
Committee a new option to purchase additional shares of Common
Stock equal to the number of shares of Common Stock surrendered to
the Company in such payment. Such new option shall have a purchase
price equal to the Fair Market Value per share (as defined in
Section 5(c) hereof) on the date such new option is granted, and
shall have an option period (as defined in Section 5(d) hereof)
which commences six months from the date of grant of the new option
and expires on the same date as the option period of the original
option so exercised by payment of the purchase price in shares of
Common Stock.

     10.  Subsidiary.  For the purpose of the Plan a subsidiary of
the Company shall be any corporation which at the time qualifies as
a subsidiary thereof under the definition of "subsidiary
corporation" contained in Section 425 of the Code, as the same may
be amended from time to time.  A transfer of employment from the
Company to such a subsidiary or vice versa or between two such
subsidiaries shall not be deemed a termination of employment.

     11.  Government Regulations.  The Plan, the award or purchase
of Restricted Shares and the grant and exercise of options
thereunder, and the Company's obligation to sell and deliver shares
of stock pursuant to any such award, purchase or exercise, shall be
subject to all applicable federal and state laws, rules and
regulations and to such approvals by any regulatory or government
agency as may be required.  The Company shall not be required to
issue or deliver any certificate or certificates for shares of its
Common Stock prior to (i) the admission of such shares to listing
on any stock exchange on which the stock may then be listed and
(ii) the completion of any registration or other qualification of
such shares under any state or federal law or rulings or
regulations of any government body, which the Company shall, in its
sole discretion, determine to be necessary or advisable.

     12.  Term of the Plan.  The effective date of the Plan shall
be February 27, 1992.  The Plan shall terminate ten years from the
effective date or on such earlier date as may be determined by the
Board of Directors.  In any case, termination shall be deemed to be
effective as of the close of business on the day of termination. 
No option may be granted, and no Restricted Shares may be awarded,
after such termination.  Termination of the Plan, however, shall
not affect outstanding options or Restricted Shares which have been
granted prior to such termination, and all unexpired options and
Restricted Shares shall continue in force and operation after
termination of the Plan except as they may lapse or terminate by
their own terms and conditions and the terms of the Plan shall
continue to apply to such options and Restricted Shares.

     13.  Amendment of the Plan.  The Board of Directors of the
Company at any time and from time to time may suspend or amend the
Plan in any respect, provided, however, that no amendment which
requires stockholder approval in order for the exemptions available
under Rule 16b-3 to continue to be applicable to the Plan shall be
effective unless the same shall be approved by the stockholders of
the Company entitled to vote thereon.  Without the written consent
of the optionee or the holder of Restricted Shares, no amendment,
modification, suspension or termination of the Plan may adversely
affect any option or Restricted Shares previously granted under the
Plan; but it shall be conclusively presumed that any adjustment for
change as provided in Section 7 does not adversely affect any such
right.

     14.  Limited Rights.  (a) The Committee shall have authority
to grant a limited stock appreciation right (a "Limited Right") to
the holder of any option with respect to all or some of the shares
of Common Stock covered by such option.  A Limited Right may be
granted either at the time of grant of the related option or any
time thereafter during its term.  A Limited Right may be granted to
an optionee irrespective of whether such optionee is being granted
or has been granted a Right under Section 5(f) hereof.  A Limited
Right shall automatically be exercised on the "Acceleration Date"
(as defined in Section 7(c) hereof).  Each Limited Right shall be
exercisable only if, and to the extent that, the related option is
exercisable pursuant to Section 7(c) hereof or otherwise, and, in
the case of a Limited Right granted in respect of an Incentive
Stock Option, only when the Fair Market Value per share of Common
Stock exceeds the option price per share.  Notwithstanding the
provisions of the two immediately preceding sentences, no Limited
Right may be exercised until the expiration of six (6) months from
the date of grant of the Limited Right.  Upon the exercise of a
Limited Right, the related option shall cease to be exercisable to
the extent of the shares of Common Stock with respect to which such
Limited Right is exercised, but shall be considered to have been
exercised to that extent for purposes of determining the number of
shares of Common Stock available for the grant of further stock
options and Rights or the award of further Restricted Shares
pursuant to this Plan.  Upon the exercise or termination of an
option, the Limited Right with respect to such option shall
terminate to the extent of the shares of Common Stock with respect
to which such option was exercised or terminated.

     (b)  Upon the exercise of a Limited Right, the holder thereof
shall receive in cash whichever of the following amounts is
applicable.

            (i)  in the case of an exercise of Limited Rights by
     reason of an acquisition of Common Stock described in Section
     7(c)(i) hereof, an amount equal to the Acquisition Spread (as
     defined in Section 14(d) hereof);

            (ii)  in the case of an exercise of Limited Rights by
     reason of the change in composition of the Board of Directors
     described in Section 7(c)(ii), an amount equal to the Spread
     (as defined in Section 14(e) hereof);

            (iii)  in the case of an exercise of Limited Rights by
     reason of stockholder approval of an agreement described in
     Section 7(c)(iii), an amount equal to the Merger Spread (as
     defined in Section 14(g) hereof); or

            (iv)  in the case of an exercise of Limited Rights by
     reason of stockholder approval of a plan or agreement
     described in Section 7(c)(iv), an amount equal to the
     Liquidation Spread (as defined in Section 14(i) hereof).

     Notwithstanding the foregoing, in the case of a Limited Right
granted in respect of an Incentive Stock Option, the holder may not
receive an amount in excess of such amount as will enable such
option to qualify as an Incentive Stock Option.

     (c)  The term "Acquisition Price per Share" as used in this
Section 14 shall mean, with respect to the exercise of any Limited
Right by reason of an acquisition of Common Stock described in
Section 7(c)(i), the greater of (i) the highest price per share
shown on the Statement on Schedule 13D or amendment thereto filed
by the holder of 30% (or such greater percentage as shall be
required in order for the exemptions available under Rule 16b-3 to
continue to be applicable to the Plan) or more of the Company's
Common Stock which gives rise to the exercise of such Limited
Right, and (ii) the highest Fair Market Value (as defined in
Section 5(c) hereof) per share of Common Stock during the sixty-day
period ending on the date such Limited Right is exercised.  Any
securities or property which are part or all of the consideration
paid for shares of Common Stock in such acquisition shall be valued
in determining the Acquisition Price per share at the higher of (A)
the valuation placed on such securities or property by the
corporation, person or other entity having such consideration or
(B) the valuation placed on such securities or property by the
Committee.

     (d)  The term "Acquisition Spread" as used in this Section 14
shall mean an amount equal to the product computed by multiplying
(i) the excess of (A) the Acquisition Price per Share over (B) the
option price per share of Common Stock at which the related option
is exercisable, by (ii) the number of shares of Common Stock with
respect to which the Limited Right is being exercised.

     (e)  The term "Spread" as used in this Section 14 shall mean,
with respect to the exercise of any Limited Right by reason of a
change in the composition of the Board described in Section
7(c)(ii), an amount equal to the product computed by multiplying
(i) the excess of (A) the highest Fair Market Value per share of
Common Stock during the sixty-day period ending on the date the
Limited Right is exercised over (B) the option price per share of
Common Stock at which the related option is exercisable, by (ii)
the number of shares of Common Stock with respect to which such
Limited Right is being exercised.

     (f)  The term "Merger Price per Share" as used in this Section
14 shall mean, with respect to the exercise of any Limited Right by
reason of stockholder approval of an agreement described in Section
7(c)(iii), the greater of (i) the fixed or formula price for the
acquisition of shares of Common Stock specified in such agreement
if such fixed or formula price is determinable on the date on which
such Limited Right is exercised, and (ii) the highest Fair Market
Value per share of Common Stock during the sixty-day period ending
on the date such Limited Right is exercised.  Any securities or
property which are part or all of the consideration for the
acquisition of shares of Common Stock specified in such agreement
shall be valued in determining the Merger Price per Share at the
higher of (A) the valuation placed on such securities or property
by the corporation, person or other entity paying such
consideration or (B) the valuation placed on such securities or
property by the Committee.

     (g)  The term "Merger Spread" as used in this Section 14 shall
mean an amount equal to the product computed by multiplying (i) the
excess of (A) the Merger Price per Share over (B) the option price
per share of Common Stock at which the related option is
exercisable, by (ii) the number of shares of Common Stock with
respect to which the Limited Right is being exercised.

     (h)  The term "Liquidation Price per Share" as used in this
Section 14 shall mean, with respect to the exercise of any Limited
Right by reason of stockholder approval of a plan or agreement
described in Section 7(c)(iv), the greater of (i) the fixed or
formula price for the acquisition of shares of Common Stock
specified in such plan or agreement if such fixed or formula price
is determinable on the date on which such Limited Right is
exercised, and (ii) the highest Fair Market Value per share of
Common Stock during the sixty-day period ending on the date such
Limited Right is exercised.  Any securities or property which are
part or all of the consideration for the acquisition of shares of
Common Stock specified in such plan or agreement shall be valued in
determining the Liquidation Price per Share at the higher of (A)
the valuation placed on such securities or property by the
corporation, person or other entity paying such consideration or
(B) the valuation placed on such securities or property by the
Committee.

     (i)  The term "Liquidation Spread" as used in this Section 14
shall mean an amount equal to the product computed by multiplying
(i) the excess of (A) the Liquidation Price per Share over (B) the
option price per share of Common Stock at which the related option
is exercisable, by (ii) the number of shares of Common Stock with
respect to which the Limited Right is being exercised.

     (j)  Notwithstanding any other provision of the Plan, no Right
granted pursuant to Section 5(f) hereof may be exercised at a time
when any Limited Rights held by the holder of such Right may be
exercised.

     15.  Withholding of Taxes.  To the extent that the Company is
required to withhold or receive federal, state, local or foreign
taxes in connection with any payment made or benefit realized by an
employee or other person under this Plan, it shall be a condition
to the receipt of any such payment or the realization of any such
benefit that the employee or such other person make arrangements
satisfactory to the Company for payment of any taxes required to be
withheld.  At the discretion of the Committee, any such
arrangements may include, without limitation, relinquishment of a
portion of any such payment or benefit or the surrender of
outstanding shares of Common Stock, and any agreement pertaining to
a grant of options or an award of Restricted Shares under the Plan
may make such relinquishment the elective or mandatory form of
satisfying such taxes.  At the discretion of the Committee, in
connection with any payment made or benefit realized by an employee
or other person under this Plan, the Company and any such employee
or other person also may make similar arrangements with respect to
the payment of any taxes with respect to which withholding is not
required.


April 27, 1995




<PAGE>
                                                        Exhibit 5


                              May 1, 1995



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

          Re:  The Allen Group Inc. 1992 Stock Plan

Ladies and Gentlemen:

     I have acted as counsel for The Allen Group Inc., a Delaware
corporation (the "Company"), in connection with The Allen Group
Inc. 1992 Stock 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
Common Stock, par value $1.00 per share, that may be issued or
transferred and sold pursuant to the Plan (and the authorized forms
of Stock Option Agreement and Restricted Stock Agreement
thereunder) will be, when issued or transferred and sold in
accordance with the Plan and such Agreements, duly authorized,
validly issued, fully paid and nonassessable so long as the
consideration received by the Company 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 Company to
effect registration of the shares to be issued or transferred
pursuant to the Plan under the Securities Act of 1933.

                              Very truly yours,



                              McDara P. Folan, III
                              Vice President, Secretary and
                              General Counsel



<PAGE>
                                                    Exhibit 23(a)


                 CONSENT OF INDEPENDENT AUDITORS



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. 1992 Stock Plan of our reports
dated February 17, 1995, 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, 1994,
filed with the Securities and Exchange Commission.



                         COOPERS & LYBRAND L.L.P.







Cleveland, Ohio
May 1, 1995
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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": "033-58951", "film-number": "95533214"}, "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 of other jurisdiction                    (I.R.S. Employer 
of incorporation or organization)             Identification No.)

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

                      THE ALLEN GROUP INC.
     1992 STOCK PLAN AND INDIVIDUAL STOCK OPTION AGREEMENTS
       BETWEEN THE ALLEN GROUP INC. AND CERTAIN DIRECTORS
                    (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) (2)

Amount to be registered

Proposed 
maximum 
offering
price per share (3) (4)       $22.69

Proposed maximum 
aggregate
offering
price (4)           $22,690,000

Amount of 
registration 
 fee                $7,824.19

Common Stock,       1,000,000
$1.00 par value

Preferred Stock
Purchase Rights     454,545
(1)  Each share of Common Stock includes .4545 of a Series B Junior
     Participating Preferred Stock Purchase Right.  Each Right,
     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)  Pursuant to Rule 216 of the Securities Act of 1933 (the
     "Securities Act"), this Registration Statement also covers
     such additional Common Stock as may become issuable pursuant
     to the anti-dilution provisions of The Allen Group Inc. 1992
     Stock Plan.

(3)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 under
     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 27,
     1995, within five business days prior to filing.

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

                 Exhibit Index Appears on Page 5
Part II

     Pursuant to General Instruction E to Form S-8, the contents of
the Registration Statement No. 33-52420 on Form S-8 as filed by The
Allen Group Inc. with the Securities and Exchange Commission on
September 25, 1992 are incorporated herein by reference.

Item 8.   Exhibits

          4         The Allen Group Inc. 1992 Stock Plan as
                    amended and restated as of April 27, 1995

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

          23(a)     Consent of Independent Auditors, Coopers &
                    Lybrand L.L.P., 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, 1994

          23(b)     Consent of Counsel (included in Exhibit 5)
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 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 May 1, 1995.

                              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 of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

/s/Robert G. Paul        President, Chief Executive    May 1, 1995
Robert G. Paul           Officer and Director
                         (Principal Executive Officer)

/s/Robert A. Youdelman   Senior Vice President -       May 1, 1995
Robert A. Youdelman      Finance (Principal Financial
                         Officer)

/s/James L. LePorte, III Vice President and            May 1, 1995
James L. LePorte, III    Controller (Principal
                         Accounting Officer)

/s/George A. Chandler    Director                      May 1, 1995
George A. Chandler

/s/Philip Wm. Colburn    Chairman of the Board         May 1, 1995
Philip Wm. Colburn       and Director

/s/Jill K. Conway        Director                      May 1, 1995
Jill K. Conway

/s/ Albert H. Gordon     Director                      May 1, 1995
Albert H. Gordon

/s/William O. Hunt       Director                      May 1, 1995
William O. Hunt

/s/J. Chisholm Lyons     Director                      May 1, 1995
J. Chisholm Lyons

/s/Charles W. Robinson   Director                      May 1, 1995
Charles W. Robinson

/s/Richard S. Vokey      Director                      May 1, 1995
Richard S. Vokey

/s/William M. Weaver     Director                      May 1, 1995
William M. Weaver, Jr.
EXHIBIT INDEX

Exhibit                  Exhibit
Number                 Description                          Pages

  4         The Allen Group Inc. 1992 Stock Plan as         
            amended and restated as of April 27, 1995

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

23(a)       Consent of Independent Auditors, Coopers &
            Lybrand L.L.P., to the incorporation by 
            reference in this Registration Statement of
            their report on the consolidated financial 
            statement schedules included in the Registrant's
            Annual Report on Form 10-K for its fiscal
            year ended December 31, 1994

23(b)       Consent of Counsel (included in Exhibit 5)
EXHIBIT 4

                      THE ALLEN GROUP INC.
                   1992 STOCK PLAN, AS AMENDED

     1.  Purpose.  The purpose of this 1992 Stock Plan (the "Plan")
is to advance the interests of The Allen Group Inc. (the "Company")
and its stockholders by providing an incentive for attracting and
retaining key employees of the Company and its subsidiaries and
increasing their identification with the Company and its
objectives.  The Plan permits grants of options to purchase shares
of Common Stock, $1.00 par value, of the Company ("Common Stock")
and awards of shares of Common Stock that are restricted as
provided in Section 6 ("Restricted Shares").  Awards of Restricted
Shares may be in lieu of or in addition to grants of options under
the Plan.  It is intended that options issued under this Plan shall
constitute (a) incentive stock options ("Incentive Stock Options")
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and the treasury regulations
promulgated thereunder, to the extent provided in Section 5(a)
hereof, or (b) options which do not qualify as incentive stock
options ("Non-qualified Stock Options").

     2.  Shares Subject to Plan.  The total number of shares of
Common Stock with respect to which options may be granted and
Restricted Shares may be awarded under the Plan shall not exceed
2,000,000.  Shares awarded as Restricted Shares or issued upon
exercise of options granted under the Plan may be authorized and
previously unissued shares, issued shares which have been
reacquired by the Company or a combination thereof.  In the event
that any Restricted Shares shall be forfeited or any option granted
under the Plan shall terminate, expire or, with the consent of the
optionee, be canceled as to any shares of Common Stock, without
having been exercised in full, new awards of Restricted Shares may
be made or new options may be granted with respect to such shares
without again being charged against the maximum share limitation
set forth above in this Section 2.  In addition, upon the full or
partial payment of any option price by the transfer to the Company
of shares of Common Stock or upon satisfaction of tax withholding
obligations in connection with any such exercise or the lapsing of
restrictions on any Restricted Shares or any other payment made or
benefit realized under this Plan by the transfer or relinquishment
of shares of Common Stock, only the net number of shares of Common
Stock actually issued or transferred by the Company, after
subtracting the number of shares of Common Stock so transferred or
relinquished, shall be charged against the maximum share limitation
set forth above in this Section 2; provided, however, that the
number of shares of Common Stock actually issued or transferred by
the Company upon the exercise of Incentive Stock Options shall not
exceed such maximum share limitation.

     No employee shall be granted options for more than 200,000
shares of Common Stock, or awarded more than 100,000 Restricted
Shares, under the Plan in any one fiscal year of the Company,
subject to adjustments as provided in Section 7 of this Plan.

     3.  Administration.  The Plan shall be administered by a Stock
Option Committee, or any successor Committee (hereinafter called
the "Committee"), which shall be appointed by the Board of
Directors of the Company and shall consist of such number of
directors, not less than two, as shall be determined by the Board,
who shall serve at the pleasure of the Board, and each of whom
shall at the time of designation and service be a "disinterested
person" within the meaning of Rule 16b-3 of the Securities and
Exchange Commission or any successor provision at the time in
effect ("Rule 16b-3").  Vacancies occurring in the membership of
the Committee shall be filled by appointment by the Board.  If for
any reason the Committee is unable to perform its functions and
duties under the Plan, the Board of Directors may perform any of
such functions and duties.  In such event, the quorum and voting
requirements specified in this Section 3 with respect to the
Committee shall be applicable to the Board of Directors.

     The Committee, from time to time, may adopt rules and
regulations for carrying out the provisions and purposes of the
Plan.  The interpretation and construction by the Committee of any
provisions of, and the determination of any question arising under,
the Plan, any such rule or regulation, or any agreement granting
options or Restricted Shares under the Plan, shall be final and
conclusive and binding on all persons interested in the Plan.

     The Committee shall maintain written minutes of its
proceedings.  A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing
by all the members, shall be acts of the Committee.

     4.  Eligibility.  The Committee, in its sole discretion, shall
determine the officers and other key employees of the Company and
its subsidiaries (who need not have been so employed on the date of
adoption of the Plan) to whom options and Restricted Shares shall
be granted, the time or times when they shall be granted, when
options may be exercised and the number of shares to be awarded as
Restricted Shares or to be covered by each option so granted.  No
director who is not an officer or employee of the Company or a
subsidiary thereof and no member of the Committee, during the time
of his service as such, shall be eligible to receive an option or
any Restricted Shares under the Plan.  No person who owns or, under
the provisions of Section 425(d) of the Code, is considered as
owning, stock possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company or of any
subsidiary of the Company shall be eligible to receive an option or
Restricted Shares under the Plan.  The Committee shall be under no
duty to provide terms of like duration for options granted under
the Plan.

     5.  Terms and Conditions of Options.  All options approved by
the Committee under the Plan shall be evidenced by stock option
agreements in writing (hereinafter called "option agreements"), in
such form as the Committee may from time time approve, executed on
behalf of the Company by one or more members of the Committee. 
Each such agreement shall be subject to the Plan and, in addition
to such other terms and conditions as the Committee may deem
desirable, shall provide in substance as follows:

            (a)  Limitations.  The aggregate Fair Market Value (as
     defined in Section 5(c) hereof) of the shares of Common Stock
     (determined as of the date of grant) with respect to which
     Incentive Stock Options may be first exercisable by an
     optionee during any calendar year under this Plan and all
     other option plans of the Company and its subsidiaries shall
     not exceed $100,000; provided, however, that, to the extent
     permitted by the Code and the treasury regulations promulgated
     thereunder, nothing contained in this section 5(a) shall be
     interpreted to prevent an optionee (i) from exercising in any
     year subsequent to the year in which an Incentive Stock Option
     first became exercisable the whole or any portion of such
     Incentive Stock Option not exercised in the year such
     Incentive Stock Option first became exercisable, (ii) from
     exercising in whole or in part any Incentive Stock Option
     granted on or before December 31, 1986, under any other plan
     of the Company, or (iii) from exercising Incentive Stock
     Options in full pursuant to the terms of Section 7(c) hereof. 
     Non-qualified Stock Options may be exercised by an optionee
     without regard to the limitations stated in the previous
     sentence.

            (b)  Consideration and Period of Employment.  Each
     option agreement shall contain an agreement by the optionee,
     as consideration for the option or options granted thereunder,
     that he will remain in the employ of the Company or a
     subsidiary thereof for a period of two years, or such longer
     period as the Committee may specify, from the date of the
     grant thereof, but that nothing contained in the Plan or such
     provisions shall confer any right on such optionee to continue
     in the employ of the Company or any subsidiary by which he is
     employed or be deemed to affect in any way any right of the
     Company or such subsidiary to terminate his employment at any
     time.

            (c)  Number and Price of Shares.  Each option agreement
     shall specify the number of shares of Common Stock covered by
     such option and the purchase price per share thereof.  Such
     price shall be equal to 100% of the Fair Market Value of the
     shares as of the date such option is granted ("Fair Market
     Value").  Such Fair Market Value shall be the last sale price
     of Common Stock on the day next preceding such date as
     reported on the New York Stock Exchange Composite Tape or, in
     the event that no sale shall have taken place on a national
     securities exchange on such next preceding day, the last sale
     price of Common Stock on the next preceding day on which there
     was a sale as reported on the New York Stock Exchange
     Composite Tape or the fair market value on such date as
     determined by the Committee in accordance with applicable law
     and regulations.  The option price shall be subject to
     adjustment as provided in Section 7 hereof.

            (d)  Time of Exercise.  Each option agreement shall set
     forth the period during which it may be exercised which shall
     be determined by the Committee at the time of grant, provided
     that each Non qualified Stock Option shall expire not more
     than ten years and two days after the date such Option is
     granted and each Incentive Stock Option shall expire not more
     than ten years after the date such Option is granted (the
     period set forth in each option agreement being hereinafter
     referred to as "option period").

            (e)  Manner of Exercise.  Each option agreement shall
     provide that any option therein granted shall be exercisable
     only by giving in each case written notice of exercise,
     accompanied by full payment of the purchase price either (i)
     in cash (including check, bank draft or money order, or wire
     or other transfer of funds, or advice of credit to the
     Company) or (ii) at the discretion of the Committee, in shares
     of Common Stock with a fair market value equal to the purchase
     price or a combination of cash and shares of Common Stock
     which in the aggregate are equal in value to such purchase
     price.  At the discretion of the Committee, the option
     agreement may provide that shares of Common Stock may be
     issued in the name of the optionee and another person jointly
     with the right of survivorship.

            (f)  Purchase of Option by Company.  Any option at any
     time granted under the Plan may contain (or be amended to
     contain, subject to Section 13 hereof) a provision to the
     effect that the optionee (or any person entitled to act under
     Section 5(g) hereof) shall have the right (the "Right"), at
     any time at which the fair market value is in excess of the
     exercise price and prior to exercising the option, in whole or
     in part, to request that the Company purchase all or any
     portion of the option as shall then be exercisable at a price
     equal to the difference between (i) an amount equal to the
     option price multiplied by the number of shares subject to
     that portion of the option in respect of which such request
     shall be made and (ii) an amount equal to such number of
     shares multiplied by the fair market value of the Company's
     Common Stock (within the meaning of Section 422 of the Code
     and the treasury regulations promulgated thereunder).  The
     Company shall have no obligation to make any purchase pursuant
     to such request, but if if elects to do so, such portion of
     the option as to which the request is made shall be
     surrendered to the Company.  The purchase price for the
     portion of the option so to be surrendered shall be paid by
     the Company, at the election of the Committee, either in cash
     or in shares of Common Stock (valued as of the date and in the
     manner provided in clause (ii) above), or in any combination
     of cash and Common Stock, which may consist, in whole or in
     part, of shares of authorized but unissued Common Stock or
     shares of Common Stock held in the Company's treasury. No
     fractional share of Common Stock shall be issued or
     transferred and any fractional share shall be disregarded. 
     Shares covered by that portion of any option purchased by the
     Company pursuant hereto and surrendered to the Company shall
     not be available for the granting of further options or
     Restricted Shares under the Plan.  All determinations to be
     made by the Company hereunder shall be made by the Committee.

            (g)  Termination of Employment.  Each option agreement
     shall provide substantially as follows:  Except as hereinafter
     set forth, no option shall be exercisable after the date of
     termination of the optionee's employment.  If an optionee's
     employment terminates for any reason, such option may be
     exercised by the optionee within three months after such
     termination, but only to the extent that it was exercisable on
     the date of such termination.  If an optionee shall die within
     such three-month period, or if termination of his employment
     shall have been due to such optionee's death, such option may
     be exercised at any time within one year after such death by
     the optionee's executor or administrator or by his distributee
     to whom the option may have been transferred by will or by the
     laws of descent and distribution but only to the extent that
     it was exercisable on the date of the optionee's death. 
     Notwithstanding anything to the contrary herein, if upon an
     optionee's termination of employment the optionee becomes a
     senior management consultant to the Company and/or its
     subsidiaries under a post-employment consulting arrangement,
     such option shall continue to vest under its original vesting
     schedule, and may be exercised by the optionee, during the
     period ending on the earliest of (i) the ninetieth (90th) day
     following the date that the optionee permanently ceases to
     render consulting services to the Company and/or its
     subsidiaries, for any reason other than cessation by reason of
     death, under a post-employment consulting arrangement, (ii)
     the date that is one year after the date described in clause
     (i) if the optionee ceases to render consulting services on
     account of his death (in which case such option may be
     exercised by the optionee's executor or administrator or by
     his distributee to whom the option may have been transferred
     by will or by the laws of descent and distribution, but only
     to the extent that it was exercisable on the date of the
     optionee's death), or (iii) the date that is the five-year
     anniversary of the date the optionee terminates employment
     with the Company and its subsidiaries.  The foregoing
     provision shall not extend the period during which an option
     may be exercised beyond the date it expires by its terms.

            (h)  Non-Transferability of Options, Rights or Limited
     Rights.  Each option agreement shall provide that any option
     therein granted and any related Right or Limited Right (as
     hereinafter defined) is not transferable by the optionee other
     than by will or by the laws of descent and distribution and
     that, during the lifetime of the optionee, such option may be
     exercised only by the optionee or such optionee's legal
     representative.

            (i)  Prior Outstanding Options.  Each option agreement
     evidencing an Incentive Stock Option shall provide that, if
     such Incentive Stock Option is exercisable by its terms, it
     may be exercised while there is outstanding (within the
     meaning of Section 422(c)(7) of the Code) any other Incentive
     Stock Option to purchase shares of Common Stock of the Company
     or of a corporation which is a subsidiary of the Company or of
     a predecessor corporation of the Company or such subsidiary.

            (j)  Adjustments.  Each option agreement shall provide
     for adjustment of the number and kind of shares under option
     and the purchase price per share in the manner provided in
     Section 7 hereof.

     6.  Restricted Shares.  (a) Awards. The Committee may from
time to time in its discretion award Restricted Shares to officers
and other key employees and may determine the number of Restricted
Shares awarded and the terms and conditions of, and the amount of
payment, if any, to be made by the employee for, such Restricted
Shares.  Each award of Restricted Shares will be evidenced by a
written agreement executed on behalf of the Company by one or more
members of the Committee and containing terms and conditions not
inconsistent with the Plan as the Committee shall determine to be
appropriate in its sole discretion.

     (b)  Restricted Period; Lapse of Restrictions.  At the time an
award of Restricted Shares is made, the Committee shall establish
a period of time (the "Restricted Period") applicable to such award
which shall not be less than one year nor more than ten years. 
Each award of Restricted Shares may have a different Restricted
Period.  At the time an award is made, the Committee may, in its
discretion, prescribe conditions for the incremental lapse of
restrictions during the Restricted Period and for the lapse or
termination of restrictions upon the occurrence of other conditions
in addition to or other than the expiration of the Restricted
Period with respect to all or any portion of the Restricted Shares. 
Such conditions may include, without limitation, the death or
disability of the employee to whom Restricted Shares are awarded,
retirement of the employee pursuant to normal or early retirement
under any retirement plan of the Company or termination by the
Company of the employee's employment other than for cause, or the
occurrence of an Acceleration Date (as defined in Section 7(c)
hereof).  Such conditions may also include performance measures,
which, in the case of any such award of Restricted Shares to an
employee who is a "covered employee" within the meaning of Section
162(m) of the Code, shall be based on one or more of the following
criteria: earnings per share, market value per share, return on
invested capital, return on operating assets and return on equity. 
The Committee may also, in its discretion, shorten or terminate the
Restricted Period or waive any conditions for the lapse or
termination of restrictions with respect to all or any portion of
the Restricted Shares at any time after the date the award is made.

     (c)  Rights of Holder; Limitations Thereon.  Upon an award of
Restricted Shares, a stock certificate representing the number of
Restricted Shares awarded to the employee shall be registered in
the employee's name and, at the discretion of the Committee, will
be either delivered to the employee with an appropriate legend or
held in custody by the Company or a bank for the employee's
account.  The employee shall generally have the rights and
privileges of a stockholder as to such Restricted Shares, including
the right to vote such Restricted Shares, except that the following
restrictions shall apply: (i) with respect to each Restricted
Share, the employee shall not be entitled to delivery of an
unlegended certificate until the expiration or termination of the
Restricted Period, and the satisfaction of any other conditions
prescribed by the Committee, relating to such Restricted Share;
(ii) with respect to each Restricted Share, such share may not be
sold, transferred, assigned, pledged, or otherwise encumbered or
disposed of until the expiration of the Restricted Period, and the
satisfaction of any other conditions prescribed by the Committee,
relating to such Restricted Share; and (iii) all of the Restricted
Shares as to which restrictions have not at the time lapsed shall
be forfeited and all rights of the employee to such Restricted
Shares shall terminate without further obligation on the part of
the Company unless the employee has remained a regular full-time
employee of the Company or any of its subsidiaries, or a consultant
to the Company or a subsidiary under a post-employment consulting
arrangement, until the expiration or termination of the Restricted
Period and the satisfaction of any other conditions prescribed by
the Committee applicable to such Restricted Shares.  Upon the
forfeiture of any Restricted Shares, such forfeited shares shall be
transferred to the Company without further action by the employee. 
At the discretion of the Committee, cash and stock dividends with
respect to the Restricted Shares may be either currently paid or
withheld by the Company for the employee's account, and interest
may be paid on the amount of cash dividends withheld at a rate and
subject to such terms as determined by the Committee.  The employee
shall have the same rights and privileges, and be subject to the
same restrictions, with respect to any shares received pursuant to
Section 7(h) hereof.

     (d)  Delivery of Unrestricted Shares.  Upon the expiration or
termination of the Restricted Period and the satisfaction of any
other conditions prescribed by the Committee, the restrictions
applicable to the Restricted Shares shall lapse and a stock
certificate for the number of Restricted Shares with respect to
which the restrictions have lapsed shall be delivered, free of all
such restrictions, except any that may be imposed by law, to the
employee or the employee's beneficiary or estate, as the case may
be.  The Company shall not be required to deliver any fractional
share of Common Stock but will pay, in lieu thereof, the fair
market value (determined as of the date the restrictions lapse) of
such fractional share to the employee or the employee's beneficiary
or estate, as the case may be.

     7.  Effect of Certain Changes.  (a) If there is any change in
the number of shares of Common Stock through the declaration of
stock dividends, or through recapitalization resulting in stock
splits, or combinations or exchanges of such shares, the number of
shares of Common Stock available for options and Restricted Shares
and the number of such shares covered by outstanding options, and
the price per share of such options, shall be proportionately
adjusted by the Committee to reflect any increase or decrease in
the number of issued shares of Common Stock; provided, however,
that any fractional shares resulting from such adjustment shall be
eliminated.

     (b)  In the event of the proposed dissolution or liquidation
of the Company, or in the event of any corporate separation or
division, including, but not limited to, a split-up, split-off, or
spin-off, the Committee may provide that the holder of each option
then exercisable shall have the right to exercise such option (at
its then option price) solely for the kind and amount of shares of
stock and other securities, property, cash or any combination
thereof receivable upon such dissolution, liquidation, or corporate
separation or division by a holder of the number of shares of
Common Stock for which such option might have been exercised
immediately prior to such dissolution, liquidation, or corporate
separation or division; or the Committee may provide, in the
alternative, that each option granted under the Plan shall
terminate as of a date to be fixed by the Board, provided, however,
that not less than thirty (30) days written notice of the date so
fixed shall be given to each optionee, who shall have the right,
during the period of thirty (30) days preceding such termination,
to exercise the option as to all or any part of the shares of
Common Stock covered thereby, including shares as to which such
option would not otherwise be exercisable.

     (c)  If while unexercised options remain outstanding under the
Plan (i) any "person", as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company, or any corporation owned, directly or indirectly, by the
stockholders of the Company in
substantially the same proportions as their ownership of stock of
the Company), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the combined
voting power of the Company's then outstanding securities, (ii)
during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, and any new director
(other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction described in
clause (i), (iii) or (iv) of this subsection) whose election by the
Board or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of
the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least
a majority thereof, (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other
corporation, other than (a) a merger or consolidation which would
result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity) more than 80% of the combined voting power
of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (b)
a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no "person" (as
hereinabove defined) acquires more than 30% of the combined voting
power of the Company's then outstanding securities, or (iv) the
stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets, then
from and after the date on which public announcement of the
acquisition of such percentage shall have been made, or the date on
which the change in the composition of the Board set forth above
shall have occurred, or the date of any such stockholder approval
(any such date being referred to herein as the "Acceleration
Date"), all options shall be exercisable in full, whether or not
otherwise exercisable, but subject, however, in the case of an
Incentive Stock Option, to Section 5(i) hereof.  Following the
Acceleration Date, (1) the Committee shall, in the case of a
merger, consolidation, liquidation or sale or disposition of
assets, promptly make an appropriate adjustment to the number and
class of shares of Common Stock available for options and
Restricted Shares, and to the amount and kind of shares or other
securities or property receivable upon exercise of any outstanding
options after the effective date of such transaction, and the price
thereof, and (2) the Committee may, in its discretion, permit the
cancellation of outstanding options in exchange for a cash payment
in an amount per share subject to any such option equal to the
amount that would be payable pursuant to Section 14(b) hereof upon
exercise of a Limited Right (as defined in Section 14(a) hereof)
under those circumstances, provided, however, that, for purposes of
such cancellation and cash-out, the Acceleration Date shall be
restricted in such manner as the Committee may determine is
necessary to comply with the conditions and requirements of Rule
16b-3 to prevent short-swing profit liability to the holder thereof
under Section 16(b) of the Exchange Act.

     (d)  Subsections (b) and (c) of this Section 7 shall not apply
to a merger or consolidation in which the Company is the surviving
corporation and shares of Common Stock are not converted into or
exchanged for stock or securities of any other corporation, cash or
any other thing of value.  Notwithstanding the preceding sentence,
in case of any consolidation or merger of another corporation into
the Company in which the Company is the surviving corporation and
in which there is a reclassification or change (including a change
to the right to receive cash or other property) of the shares of
Common Stock (other than a change in par value, or from par value
to no par value, or as a result of a subdivision or combination,
but including any change in such shares into two or more classes or
series of shares), the Committee may provide that the holder of
each option then exercisable shall have the right to exercise such
option solely for the kind and amount of shares of stock and other
securities (including those of any new direct or indirect parent of
the Company), property, cash or any combination thereof receivable
upon such reclassification, change, consolidation or merger by the
holder of the number of shares of Common Stock for which such
option might have been exercised.

     (e)  In the event of a change in the Common Stock of the
Company as presently constituted, which is limited to a change of
all of its authorized shares with par value into the same number of
shares with a different par value or without par value, the shares
resulting from any such change shall be deemed to be the Common
Stock within the meaning of the Plan.

     (f)  To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be made
by the Committee, whose determination in that respect shall be
final, binding and conclusive, provided that each Incentive Stock
Option granted pursuant to this Plan shall not be adjusted in a
manner that causes such option to fail to continue to qualify as an
incentive stock option within the meaning of Section 422 of the
Code.

     (g)  Except as hereinbefore expressly provided in this Section
7, the optionee shall have no rights by reason of any subdivision
or consolidation of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number
of shares of stock of any class or by reason of any dissolution,
liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation, and any issue by the Company of
shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to the option or the number or
price of Restricted Shares.  The grant of an option or of
Restricted Shares pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structures or to merge or to consolidate or to dissolve,
liquidate or sell or transfer all or part of its business or
assets.

     (h)  The Committee may make or provide for such adjustments to
the number and class of shares available for awards of Restricted
Shares under the Plan or to any outstanding Restricted Shares as it
shall deem appropriate to prevent dilution or enlargement of
rights, including adjustments in the event of changes in the
outstanding Common Stock by reason of stock dividends, stock
splits, split-ups, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, separations,
reorganizations, liquidations and the like.  Any such determination
by the Committee shall be conclusive.

     8.  Financing of Exercise of Options and Purchase of
Restricted Shares.  To the extent permitted by the regulations of
the Federal Reserve Board governing margin requirements in effect
at the time of exercise of any option or purchase of any Restricted
Shares (including any exemption from margin requirements for
employee stock option plans if such exemption is available), the
Company may extend credit, or arrange for the extension of credit,
to each employee who exercises an option or purchases Restricted
Shares, at the time of such exercise or purchase, to assist the
employee in the purchase of stock.  Such credit will be
collateralized by the stock purchased and will be in an amount not
greater than the lesser of (i) the option or purchase price of the
stock or (ii) the amount of credit permitted by regulations of the
Federal Reserve Board.  The rate of interest, terms of repayment
and provisions for release of collateral with respect to each such
credit will be as determined by the Committee at the time the
credit is extended, but in any event shall be in accordance with
any applicable regulations of the Federal Reserve Board.

     9.  Reload Options.  In the event the optionee exercises an
option and pays all or a portion of the purchase price in shares of
Common Stock, in the manner permitted by Section 5(e) hereof, such
optionee may, in the Committee's sole discretion, be issued by the
Committee a new option to purchase additional shares of Common
Stock equal to the number of shares of Common Stock surrendered to
the Company in such payment. Such new option shall have a purchase
price equal to the Fair Market Value per share (as defined in
Section 5(c) hereof) on the date such new option is granted, and
shall have an option period (as defined in Section 5(d) hereof)
which commences six months from the date of grant of the new option
and expires on the same date as the option period of the original
option so exercised by payment of the purchase price in shares of
Common Stock.

     10.  Subsidiary.  For the purpose of the Plan a subsidiary of
the Company shall be any corporation which at the time qualifies as
a subsidiary thereof under the definition of "subsidiary
corporation" contained in Section 425 of the Code, as the same may
be amended from time to time.  A transfer of employment from the
Company to such a subsidiary or vice versa or between two such
subsidiaries shall not be deemed a termination of employment.

     11.  Government Regulations.  The Plan, the award or purchase
of Restricted Shares and the grant and exercise of options
thereunder, and the Company's obligation to sell and deliver shares
of stock pursuant to any such award, purchase or exercise, shall be
subject to all applicable federal and state laws, rules and
regulations and to such approvals by any regulatory or government
agency as may be required.  The Company shall not be required to
issue or deliver any certificate or certificates for shares of its
Common Stock prior to (i) the admission of such shares to listing
on any stock exchange on which the stock may then be listed and
(ii) the completion of any registration or other qualification of
such shares under any state or federal law or rulings or
regulations of any government body, which the Company shall, in its
sole discretion, determine to be necessary or advisable.

     12.  Term of the Plan.  The effective date of the Plan shall
be February 27, 1992.  The Plan shall terminate ten years from the
effective date or on such earlier date as may be determined by the
Board of Directors.  In any case, termination shall be deemed to be
effective as of the close of business on the day of termination. 
No option may be granted, and no Restricted Shares may be awarded,
after such termination.  Termination of the Plan, however, shall
not affect outstanding options or Restricted Shares which have been
granted prior to such termination, and all unexpired options and
Restricted Shares shall continue in force and operation after
termination of the Plan except as they may lapse or terminate by
their own terms and conditions and the terms of the Plan shall
continue to apply to such options and Restricted Shares.

     13.  Amendment of the Plan.  The Board of Directors of the
Company at any time and from time to time may suspend or amend the
Plan in any respect, provided, however, that no amendment which
requires stockholder approval in order for the exemptions available
under Rule 16b-3 to continue to be applicable to the Plan shall be
effective unless the same shall be approved by the stockholders of
the Company entitled to vote thereon.  Without the written consent
of the optionee or the holder of Restricted Shares, no amendment,
modification, suspension or termination of the Plan may adversely
affect any option or Restricted Shares previously granted under the
Plan; but it shall be conclusively presumed that any adjustment for
change as provided in Section 7 does not adversely affect any such
right.

     14.  Limited Rights.  (a) The Committee shall have authority
to grant a limited stock appreciation right (a "Limited Right") to
the holder of any option with respect to all or some of the shares
of Common Stock covered by such option.  A Limited Right may be
granted either at the time of grant of the related option or any
time thereafter during its term.  A Limited Right may be granted to
an optionee irrespective of whether such optionee is being granted
or has been granted a Right under Section 5(f) hereof.  A Limited
Right shall automatically be exercised on the "Acceleration Date"
(as defined in Section 7(c) hereof).  Each Limited Right shall be
exercisable only if, and to the extent that, the related option is
exercisable pursuant to Section 7(c) hereof or otherwise, and, in
the case of a Limited Right granted in respect of an Incentive
Stock Option, only when the Fair Market Value per share of Common
Stock exceeds the option price per share.  Notwithstanding the
provisions of the two immediately preceding sentences, no Limited
Right may be exercised until the expiration of six (6) months from
the date of grant of the Limited Right.  Upon the exercise of a
Limited Right, the related option shall cease to be exercisable to
the extent of the shares of Common Stock with respect to which such
Limited Right is exercised, but shall be considered to have been
exercised to that extent for purposes of determining the number of
shares of Common Stock available for the grant of further stock
options and Rights or the award of further Restricted Shares
pursuant to this Plan.  Upon the exercise or termination of an
option, the Limited Right with respect to such option shall
terminate to the extent of the shares of Common Stock with respect
to which such option was exercised or terminated.

     (b)  Upon the exercise of a Limited Right, the holder thereof
shall receive in cash whichever of the following amounts is
applicable.

            (i)  in the case of an exercise of Limited Rights by
     reason of an acquisition of Common Stock described in Section
     7(c)(i) hereof, an amount equal to the Acquisition Spread (as
     defined in Section 14(d) hereof);

            (ii)  in the case of an exercise of Limited Rights by
     reason of the change in composition of the Board of Directors
     described in Section 7(c)(ii), an amount equal to the Spread
     (as defined in Section 14(e) hereof);

            (iii)  in the case of an exercise of Limited Rights by
     reason of stockholder approval of an agreement described in
     Section 7(c)(iii), an amount equal to the Merger Spread (as
     defined in Section 14(g) hereof); or

            (iv)  in the case of an exercise of Limited Rights by
     reason of stockholder approval of a plan or agreement
     described in Section 7(c)(iv), an amount equal to the
     Liquidation Spread (as defined in Section 14(i) hereof).

     Notwithstanding the foregoing, in the case of a Limited Right
granted in respect of an Incentive Stock Option, the holder may not
receive an amount in excess of such amount as will enable such
option to qualify as an Incentive Stock Option.

     (c)  The term "Acquisition Price per Share" as used in this
Section 14 shall mean, with respect to the exercise of any Limited
Right by reason of an acquisition of Common Stock described in
Section 7(c)(i), the greater of (i) the highest price per share
shown on the Statement on Schedule 13D or amendment thereto filed
by the holder of 30% (or such greater percentage as shall be
required in order for the exemptions available under Rule 16b-3 to
continue to be applicable to the Plan) or more of the Company's
Common Stock which gives rise to the exercise of such Limited
Right, and (ii) the highest Fair Market Value (as defined in
Section 5(c) hereof) per share of Common Stock during the sixty-day
period ending on the date such Limited Right is exercised.  Any
securities or property which are part or all of the consideration
paid for shares of Common Stock in such acquisition shall be valued
in determining the Acquisition Price per share at the higher of (A)
the valuation placed on such securities or property by the
corporation, person or other entity having such consideration or
(B) the valuation placed on such securities or property by the
Committee.

     (d)  The term "Acquisition Spread" as used in this Section 14
shall mean an amount equal to the product computed by multiplying
(i) the excess of (A) the Acquisition Price per Share over (B) the
option price per share of Common Stock at which the related option
is exercisable, by (ii) the number of shares of Common Stock with
respect to which the Limited Right is being exercised.

     (e)  The term "Spread" as used in this Section 14 shall mean,
with respect to the exercise of any Limited Right by reason of a
change in the composition of the Board described in Section
7(c)(ii), an amount equal to the product computed by multiplying
(i) the excess of (A) the highest Fair Market Value per share of
Common Stock during the sixty-day period ending on the date the
Limited Right is exercised over (B) the option price per share of
Common Stock at which the related option is exercisable, by (ii)
the number of shares of Common Stock with respect to which such
Limited Right is being exercised.

     (f)  The term "Merger Price per Share" as used in this Section
14 shall mean, with respect to the exercise of any Limited Right by
reason of stockholder approval of an agreement described in Section
7(c)(iii), the greater of (i) the fixed or formula price for the
acquisition of shares of Common Stock specified in such agreement
if such fixed or formula price is determinable on the date on which
such Limited Right is exercised, and (ii) the highest Fair Market
Value per share of Common Stock during the sixty-day period ending
on the date such Limited Right is exercised.  Any securities or
property which are part or all of the consideration for the
acquisition of shares of Common Stock specified in such agreement
shall be valued in determining the Merger Price per Share at the
higher of (A) the valuation placed on such securities or property
by the corporation, person or other entity paying such
consideration or (B) the valuation placed on such securities or
property by the Committee.

     (g)  The term "Merger Spread" as used in this Section 14 shall
mean an amount equal to the product computed by multiplying (i) the
excess of (A) the Merger Price per Share over (B) the option price
per share of Common Stock at which the related option is
exercisable, by (ii) the number of shares of Common Stock with
respect to which the Limited Right is being exercised.

     (h)  The term "Liquidation Price per Share" as used in this
Section 14 shall mean, with respect to the exercise of any Limited
Right by reason of stockholder approval of a plan or agreement
described in Section 7(c)(iv), the greater of (i) the fixed or
formula price for the acquisition of shares of Common Stock
specified in such plan or agreement if such fixed or formula price
is determinable on the date on which such Limited Right is
exercised, and (ii) the highest Fair Market Value per share of
Common Stock during the sixty-day period ending on the date such
Limited Right is exercised.  Any securities or property which are
part or all of the consideration for the acquisition of shares of
Common Stock specified in such plan or agreement shall be valued in
determining the Liquidation Price per Share at the higher of (A)
the valuation placed on such securities or property by the
corporation, person or other entity paying such consideration or
(B) the valuation placed on such securities or property by the
Committee.

     (i)  The term "Liquidation Spread" as used in this Section 14
shall mean an amount equal to the product computed by multiplying
(i) the excess of (A) the Liquidation Price per Share over (B) the
option price per share of Common Stock at which the related option
is exercisable, by (ii) the number of shares of Common Stock with
respect to which the Limited Right is being exercised.

     (j)  Notwithstanding any other provision of the Plan, no Right
granted pursuant to Section 5(f) hereof may be exercised at a time
when any Limited Rights held by the holder of such Right may be
exercised.

     15.  Withholding of Taxes.  To the extent that the Company is
required to withhold or receive federal, state, local or foreign
taxes in connection with any payment made or benefit realized by an
employee or other person under this Plan, it shall be a condition
to the receipt of any such payment or the realization of any such
benefit that the employee or such other person make arrangements
satisfactory to the Company for payment of any taxes required to be
withheld.  At the discretion of the Committee, any such
arrangements may include, without limitation, relinquishment of a
portion of any such payment or benefit or the surrender of
outstanding shares of Common Stock, and any agreement pertaining to
a grant of options or an award of Restricted Shares under the Plan
may make such relinquishment the elective or mandatory form of
satisfying such taxes.  At the discretion of the Committee, in
connection with any payment made or benefit realized by an employee
or other person under this Plan, the Company and any such employee
or other person also may make similar arrangements with respect to
the payment of any taxes with respect to which withholding is not
required.

April 27, 1995
Exhibit 5

                              May 1, 1995

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

          Re:  The Allen Group Inc. 1992 Stock Plan

Ladies and Gentlemen:

     I have acted as counsel for The Allen Group Inc., a Delaware
corporation (the "Company"), in connection with The Allen Group
Inc. 1992 Stock 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
Common Stock, par value $1.00 per share, that may be issued or
transferred and sold pursuant to the Plan (and the authorized forms
of Stock Option Agreement and Restricted Stock Agreement
thereunder) will be, when issued or transferred and sold in
accordance with the Plan and such Agreements, duly authorized,
validly issued, fully paid and nonassessable so long as the
consideration received by the Company 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 Company to
effect registration of the shares to be issued or transferred
pursuant to the Plan under the Securities Act of 1933.

                              Very truly yours,

                              McDara P. Folan, III
                              Vice President, Secretary and
                              General Counsel
Exhibit 23(a)

                 CONSENT OF INDEPENDENT AUDITORS

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. 1992 Stock Plan of our reports
dated February 17, 1995, 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, 1994,
filed with the Securities and Exchange Commission.

                         COOPERS & LYBRAND L.L.P.

Cleveland, Ohio
May 1, 1995