Registration No. 33-48545


               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549
                        _________________

                    POST-EFFECTIVE AMENDMENT
                        NO. 1 TO FORM S-3
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                        _________________

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

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

                     25101 Chagrin Boulevard
                     Beachwood, Ohio  44122
                         (216) 765-5800
                   (216) 765-0410 (telecopier)
       (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
                       __________________

                       Robert A. Youdelman
                 Senior Vice President - Finance
                      The Allen Group Inc.
                     25101 Chagrin Boulevard
                     Beachwood, Ohio  44122
                         (216) 765-5800
        (Name, address, including zip code, and telephone
       number, including area code, of agent for service)
                       __________________

                            Copy to:

                     Mary K. Krigbaum, Esq.
                         Rudnick & Wolfe
              203 North LaSalle Street, Suite 1800
                    Chicago, Illinois  60601
                         (312) 368-2181
                   (312) 984-2299 (telecopier)
                       __________________

     Approximate date of commencement of proposed sale to the
public:  From time to time after the effective date of this
Registration Statement.

     If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.                                   /----/
                                                            -----
     If any of the securities being registered on this form are
being offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box.                                   /----/
                                                            -----


     The Allen Group Inc. (the "Company") has heretofore filed a
registration statement on Form S-3, SEC Registration Statement No.
33-48545 (the "Registration Statement"), which registered an
aggregate of 1,940,000 shares (the "Shares") of common stock, par
value $1.00 per share, of the Company as well as a like number of
Preferred Stock Purchase Rights (the "Rights").  Certain of the
Shares and Rights were issued in connection with a merger and
registered by the Registration Statement for resale, which the
remaining shares and rights were registered for issuance upon the
conversion from time to time of whe Company's Convertible
Subordinated Debentures, Series A, Due 1999 (the "Debentures"),
that were also issued in connection with said merger.  Pursuant to
the terms of agreements entered into between the Company and the
holders of the Shares, Rights and Debentures, the Registration
Statement was not required to be kept effective with respect to the
Shares after two years following the effective date of such merger,
June 30, 1992.  Such time having expired, the Registration
Statement is hereby amended to deregister 873,991 Shares and a like
number of Rights remaining unsold and/or unissued.
                      
                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Beachwood, State of Ohio, on May 16, 1996.  

                              THE ALLEN GROUP INC.
                              (Registrant)



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


     Pursuant to the requirements of the Securities Act of 1933,
this amendment to the registration statement has been signed by the
following persons in the capacities and on the dates indicated. 



     Signature                Title                         Date

Robert G. Paul*          Director, President and
                         Chief Executive Officer
                         (Principal Executive Officer)

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

/s/ James L. LePorte  
James L. LePorte         Vice President and Controller
                         (Principal Accounting Officer)

George A. Chandler*      Director
                                                       May 16, 1996
Philip W. Colburn*       Chairman of the Board and Director

Jill K. Conway*          Director

Albert H. Gordon*        Director

__________________
William O. Hunt          Director

J. Chisholm Lyons*       Director

Charles W. Robinson*     Director


______________________________
*  By:  /s/ Robert G. Paul  , Individually and as Attorney-in-fact



__________________
John F. McNiff           Director

William M. Weaver*       Director