SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.   20549

                    ________________________

                            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) August 20, 1996



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



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


    25101 Chagrin Boulevard, Beachwood, Ohio          44122-5619
(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 4 of this Report.

                       Page 1 of 8 pages.

Item 5.   Other Events

     On August 20, 1996, The Allen Group Inc. ("Allen") announced
that  its  subsidiary, MARTA Technologies,  Inc.  ("MARTA"),  had
received a notice of termination, effective August 27, 1996, from
the Ohio Environmental Protection Agency ("Ohio EPA") for alleged
problems with respect to MARTA's centralized automobile emissions
testing contract for the Cincinnati region in Ohio.  Before  such
termination  becomes effective, Allen is entitled  to  a  hearing
before  the  Ohio EPA.  The hearing was originally scheduled  for
August  26,  1996.   On  that date, Allen  obtained  a  temporary
restraining  order to postpone the hearing for fourteen  days  in
order to permit Allen to better prepare its defense.

      In addition, on August 26, 1996, Allen announced that MARTA
entered  into  a  contract  to transfer its  current  centralized
vehicle  emissions  testing  programs in  Jacksonville,  Florida,
Maryland and the Cincinnati region of Ohio to Envirotest  Systems
Corp.  The contract is subject to certain pre-closing conditions,
including Board approvals and completion of due diligence.

      A  press  release  dated August 20,  1996,  announcing  the
issuance  of  the termination notice, and a press  release  dated
August  26, 1996, announcing the sale of the centralized  vehicle
emissions testing programs, are filed as Exhibit 99(a) and  99(b)
to this Report and are incorporated herein by reference.

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

          (c)  Exhibits

               99(a) News Release dated August 20, 1996
               99(b) News Release dated August 26, 1996



                           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,
                              Chief Financial Officer and
                                   Assistant Secretary



DATE:    September 4, 1996



                      THE ALLEN GROUP INC.
                          EXHIBIT INDEX

Exhibit Number:                                             Page

     99(a)   Press  Release  dated  August  20,  1996........ 5
     99(b)   Press  Release  dated  August  26,  1996........ 7



                                                            99(a)

                                            FOR IMMEDIATE RELEASE
                                                                 
     ALLEN GROUPS SUBSIDIARY RECEIVES TERMINATION NOTICE FOR
             CINCINNATI, OHIO EMISSION TEST PROGRAM
                                                                 

      Beachwood,  Ohio, August 20, 1996 -- The Allen  Group  Inc.
("Allen")   announced   today   that   its   subsidiary,    MARTA
Technologies,   Inc.  ("MARTA"),  has  received   a   notice   of
termination,   effective  August  27,   1996,   from   the   Ohio
Environmental Protection Agency for alleged problems with respect
to  MARTA's centralized automobile emissions testing contract for
the  Cincinnati region in Ohio.  The Ohio EPA has also  suspended
MARTA's operations under this program as of tomorrow, August  21,
1996.   This  contract  provided revenues  of  approximately  $11
million per year to MARTA.

      Robert  G.  Paul, President and Chief Executive Officer  of
Allen,  stated:  "We strongly disagree with the State  of  Ohio's
precipitous decision to cancel MARTA's contract.  We believe that
MARTA  has  been, and continues to be, in substantial  compliance
with  its  contract obligations.  MARTA has kept the State  fully
informed  of those operations and, in fact, initiated  a  request
some  months  ago  to  the  State to  modify  some  of  the  test
parameters in order to provide a better, more accurate  test  for
the  citizens  of  the Cincinnati region.  The State  refused  to
permit  this adjustment and now claims this "error" as a  primary
reason  to  terminate MARTA's contract.  The  Cincinnati  program
operated by MARTA has received historically high ratings  by  the
Cincinnati consumers.

      Statements  included  in this news release  which  are  not
historical in nature are forward-looking statements made pursuant
to   the   safe  harbor  provisions  of  the  Private  Securities
Litigation  Reform Act of 1995.  The Company's Annual  Report  on
Form  10-K   and  Quarterly Reports on Form 10-Q contain  certain
detailed factors that could cause the Company's actual results to
materially  differ from forward-looking statements  made  by  the
Company.

      The  Allen  Group  Inc. (NYSE symbol - ALN)  is  a  leading
supplier   to   the  worldwide  two-way  wireless  communications
marketplace  of systems expansion, site management  products  and
antennas;   provides   frequency  planning,  system   engineering
services  and  design programs to current and  emerging  wireless
markets; and operates centralized automotive emissions inspection
programs.

                              (30)

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



                                                            99(b)

                                            FOR IMMEDIATE RELEASE
                                                                 
                  ALLEN GROUP ANNOUNCES SALE OF
             CENTRALIZED EMISSIONS TESTING BUSINESS

     Beachwood, Ohio, August 26, 1996 -- The Allen Group Inc.
("Allen") announced today that its subsidiary, MARTA
Technologies, Inc. ("MARTA"), has entered into a contract to
transfer all three of its current centralized vehicle emissions
testing programs to Envirotest Systems Corp.  The contract is
subject to a number of pre-closing conditions, including Board
approvals and completion of due diligence.  The financial terms
of the transaction were not disclosed.  The total revenue
provided to MARTA by these three programs in Jacksonville,
Florida, the State of Maryland and the Cincinnati region of Ohio
is approximately $22 million on an annual basis.

     Robert G. Paul, President and Chief Executive Officer of
Allen stated:  "The agreement reached earlier today will result
in MARTA exiting from the business of conducting centralized
automotive emissions testing.  The recent notice by the Ohio EPA
of termination and suspension of MARTA's Cincinnati, Ohio
program, to which MARTA took strong exception and is prepared to
mount an aggressive defense, accelerated our discussions of the
past few months with Envirotest, and resulted in this agreement.
When this agreement is consummated,  Allen will concentrate its
operations and future growth on its core business of wireless
communications."

      Statements  included  in this news release  which  are  not
historical in nature are forward-looking statements made pursuant
to   the   safe  harbor  provisions  of  the  Private  Securities
Litigation  Reform Act of 1995.  The Company's Annual  Report  on
Form  10-K   and  Quarterly Reports on Form 10-Q contain  certain
detailed factors that could cause the Company's actual results to
materially  differ from forward-looking statements  made  by  the
Company.

      The  Allen  Group  Inc. (NYSE symbol - ALN)  is  a  leading
supplier   to   the  worldwide  two-way  wireless  communications
marketplace  of systems expansion, site management  products  and
antennas;   provides   frequency  planning,  system   engineering
services  and  design programs to current and  emerging  wireless
markets; and operates centralized automotive emissions inspection
programs.

                              (30)


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