CONFORMED COPY



               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 10549

                                            

                            FORM 8-K


                         CURRENT REPORT
             PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)  June 15, 1995  


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


Delaware                          1-6016          38-0290950      
(State or Other Jurisdiction   (Commission     (IRS Employer
 of Incorporation)              File Number)    Identification No.)


25101 Chagrin Boulevard, Beachwood, Ohio                   44122 
(Address of Principal Executive Offices)               (Zip Code)


Registrant's telephone number, including area code 216-765-5818   


                        Not Applicable                            
  (Former Name or Former Address, if Changed Since Last Report)











           Exhibit Index is on page 3 of this Report.

                       Page 1 of 7 pages.


Item 5.   Other Events

               On June 15, 1995, The Allen Group Inc. (the
          "Company") announced that its Board of Directors
          authorized its management to pursue a tax-free spin-off
          of a new company consisting of its Crown and G&O
          Manufacturing divisions, which comprise the Company's
          Truck Products segment, together with GO/DAN Industries
          ("GDI"), a manufacturer of heat transfer products for the
          automotive aftermarket.

               The Company also announced that subsidiaries of the
          Company and Handy & Harman have entered into an
          agreement, together with GDI, whereby Handy & Harman will
          receive approximately $25 million in total cash
          consideration for its interest in GDI.  The Company's
          subsidiaries will own 100% of GDI after this transaction.

               A press release dated June 15, 1995 announcing the
          tax-free spin-off and the GDI transaction is included as
          Exhibit 99 of this report and is incorporated herein by
          reference.

Item 7.   Financial Statements, Pro Forma Financial Information and Events

          (c)  Exhibits

               (99)   News Release dated June 15, 1995.




                           SIGNATURES

               Pursuant to the requirements of the Securities
          Exchange Act of 1934, the Registrant has duly caused this
          Report to be signed on its behalf by the undersigned
          hereunto duly authorized.

                                   THE ALLEN GROUP INC.
                                   (Registrant)




                                   By:\s\ Robert A. Youdelman     
                                      Robert A. Youdelman
                                      Senior Vice President-Finance






DATE:    June 23, 1995    




                      THE ALLEN GROUP INC.
                          EXHIBIT INDEX


Exhibit Number:                                            Page  

     (99) Press Release dated June 15, 1995................  5





























                                        FOR IMMEDIATE RELEASE



                 ALLEN GROUP ANNOUNCES SPIN-OFF
                 OF ITS TRUCK PRODUCTS BUSINESS


     BEACHWOOD, OHIO, June 15, 1995 -- The Allen Group Inc.
announced today that its Board of Directors has authorized its
management to pursue a tax-free spin-off of a new company
consisting of its Crown and G&O Manufacturing Company divisions,
which comprise The Allen Group's Truck Products segment, together
with GO/DAN Industries, a manufacturer of heat transfer products
for the automotive aftermarket.

     The three businesses that will comprise the new company
manufacture and sell products for the automotive and truck
industries, both to the original equipment manufacturers and the
aftermarket.  The new entity will have the financial strength and
management focus to become a more significant participant in the
auto/truck industry.  In 1994 the three businesses had total sales
of $243.8 million.  These businesses will be totally dedicated to
continuous improvement in service to their respective customers
with a commitment to increase their market penetration and maximize
future returns to shareholders.  The three businesses have
manufacturing and distribution facilities totalling 727,000 square
feet and employ 2,000 people.  It is anticipated that Hank McHale,
currently President and CEO of GO/DAN, will become President and
CEO of the combined entity with its headquarters in New Haven,
Connecticut.  

     The Allen Group will concentrate primarily on its wireless
communications equipment and services business, as well as its
participation in the evolving centralized automotive emissions
testing business.  Both of these businesses are expected to grow
rapidly in their respective marketplaces.  These businesses
generated sales totalling $216.4 million in 1994.  They currently
have facilities of 941,000 square feet and employ 2,700 people
worldwide.

     Robert G. Paul, President and CEO of The Allen Group, stated: 
"The spin-off we are pursuing will enable the two separate
companies to reach their maximum potential by providing each with
a highly focused management team and strong financial resources for
future growth.  The Allen Group, as a more highly focused
telecommunications company, should also be able to utilize its
stock as a possible acquisition currency for future growth in the
telecommunications industries.  We are very excited about the
opportunities that the spin-off presents for both our
telecommunications and automotive truck businesses."



     Allen Group and Handy & Harman subsidiaries, which each
currently own 50% of GO/DAN through a partnership joint venture,
have entered into an agreement together with GO/DAN, whereby Handy
& Harman will receive approximately $25 million in total cash
consideration for its interest in GO/DAN.  Allen's subsidiaries
will own 100% of GO/DAN after this transaction.  

     The spin-off of Allen's resulting interests in Crown, G&O and
GO/DAN, is subject to certain governmental regulatory approvals
and/or clearances, final authorization by the Allen Group Board of
Directors and the consummation of the separate financing
arrangements that will be required for the new company.  Subject to
these matters, it is anticipated that the spin-off will be
implemented before the end of 1995.

     The Allen Group Inc. (NYSE symbol - ALN) manufactures and
markets electronic and other mobile communications products for the
wireless telecommunications industry, produces and sells truck
components and operates centralized automotive emissions inspection
programs.
                              -30-

     
For further information contact:   Robert A. Youdelman
                                   216-765-5820