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                                                                   EXHIBIT 10(h)
                   THE 1997 TELEX COMMUNICATIONS GROUP, INC.
                     AMENDED AND RESTATED STOCK OPTION PLAN


                                   ARTICLE I
                                    PURPOSE

     The purpose of The 1997 Telex Communication Group, Inc. Amended and
Restated Stock Option Plan is to foster and promote the long-term financial
success of the Company and to increase materially stockholder value by (a)
motivating superior performance by participants in the Plan, (b) providing
participants in the Plan with an ownership interest in the Company and (c)
enabling the Company to attract and retain the services of an outstanding
management team upon whose judgment, interest and special effort the successful
conduct of its operations is largely dependent.


                                   ARTICLE II
                                  DEFINITIONS

     2.1  Definitions.  For purposes of this Plan, the following terms shall
have the meanings set forth below:

         (a) "Affiliate" means an Affiliate as defined in the Merger
    Agreement.

         (b) "Alternative Option" has the meaning given in Section 8.2.

         (c) "Beneficiary" means the person(s) designated by a Participant
    in writing to the Board or, if none are so designated or living at the
    time of the Participant's death, the person(s) and/or trust(s) by will
    or the laws of descent and distribution or the estate or personal
    representative entitled to receive the benefits specified under this
    Plan in the event of the Participant's death.

         (d) "Board" means the Board of Directors of the Company.

         (e) "Cause" has the meaning specified in the Stockholders
    Agreement (as defined below).

         (f) "Change in Control" means the occurrence of any of the
    following events:

             (i) the acquisition by any person, entity or "group" (as
        defined in Section 13(d) of the Securities Exchange Act of 1934,
        as amended), other than any stockholder of the Company immediately
        after giving effect to the Merger, or any Affiliate of any such
        stockholder, of 50% or more of the combined voting power of the
        Company's then outstanding voting securities;

             (ii) if at any time after the initial public offering of
        Common Stock of the Company, (A) any "person" (as such term is
        used in Section 13(d) and 14(d) of the Exchange Act), excluding
        for this purpose GSCP, is or becomes the Beneficial Owner of more
        than thirty-five percent (35%) of the total voting power of the
        Company or of Telex, (B) GSCP beneficially owns a lesser
        percentage of the voting power of the Company or of Telex and (C)
        GSCP does not have the right or ability by voting power, contract
        or otherwise to elect or

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        designate a majority of the Board of the Company or Telex or the
        Board of Directors of such corporation in Control;

             (iii) if after the initial public offering of the Common
        Stock of the Company, a change in the composition of the Board or
        the Company occurs during any period of two consecutive years such
        that the directors who were in office at the beginning of the
        period cease to constitute at least a majority of the Board of the
        Company or Telex, as the case may be, unless the election of an
        individual by such Board or whose nomination for election by the
        shareholders of the Company was approved by a vote of at least
        two-thirds (66-2/3%) of the directors then still in office who
        were either directors at the beginning of such period or whose
        election or nomination for election was previously so approved; or
        (iv) more than 65% of the total value of the assets of the Company
        and its subsidiaries are sold and the acquiror of such assets is
        not GSCP, or an Affiliate of GSCP.

         (g) "Change in Control Price" means the price per share of Common
    Stock paid in conjunction with any transaction resulting in a Change
    in Control (as determined in good faith by the Board if any part of
    such price is payable other than in cash).

         (h) "Code" means the Internal Revenue Code of 1986, as amended.
    References to Sections of the Code shall be deemed to refer to such
    Sections as in effect on the date this Plan is adopted as such
    Sections may, from time to time, be amended.

         (i) "Common Stock" means the Common Stock, par value $.0005 per
    share, of  the Company.
         (j) "Company" means Telex Communications Group, Inc., a Delaware
    corporation, and its successors and assigns.

         (k) "Control" of a corporation means the direct or indirect
    ownership of 50% or more of the voting power, and of a partnership or
    limited liability company means the direct or indirect ownership of
    50% or more of the combined voting power of the Company's outstanding
    voting securities.

         (l)  "Determination Date" means the date as of which the Fair
    Market Value of the Common Stock is to be determined pursuant to the
    Plan or the applicable Option Agreement.

         (m) "Disability" has the meaning specified in the Stockholders
    Agreement.

         (n) "Effective Date" means, May 6, 1997, the date on which the
    Effective Time of the Merger occurs.

         (o) "Employee" means any executive, senior officer or other key
    employee of the Company or any Subsidiary.

         (p) "Exchange Act" means the Securities Exchange Act of 1934, as
    amended.

         (q) "Fair Market Value" means, (x)  as of any Determination Date
    prior to an Initial Public Offering, the fair market value per share
    of Common Stock based on the Valuation Formula most recently
    established prior to such Determination Date pursuant to Section 4 of
    the Stockholders Agreement, and (y) as of any Determination Date after
    an Initial Public Offering, the fair market value per share of Common
    Stock specified in Section 4 of the Stockholders Agreement.


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         (r) "Good Reason" has the meaning specified in the Stockholders
    Agreement.

         (s) "Grant Date" means, with respect to any Option, the date on
    which such Option is granted pursuant to the Plan.

         (t) "GSCP" means Greenwich Street Capital Partners, Inc. and its
    Affiliates.

         (u) "Initial Option Grants" means the Option grants described in
    Section 6.2.

         (v) "Initial Public Offering" has the meaning specified in the
    Stockholders Agreement.

         (w) "Merger" means the merger provided for under the Merger
    Agreement.

         (x)  "Merger Agreement" means the Recapitalization Agreement and
    Plan of Merger, dated as of March 4, 1997, by and among Greenwich II,
    LLC, a Delaware limited liability company ("Parent"), GST Acquisition
    Corp., a Delaware corporation and a wholly-owned subsidiary of Parent,
    and the Company, pursuant to which the Purchaser will merge with and
    into the Company, with the Company being the Surviving Corporation of
    such Merger.

         (y) "New Employer" means the Participant's employer, or the
    parent or a subsidiary of such employer, immediately following a
    Change in Control.

         (z) "Option" means an option, granted to a Participant hereunder
    to purchase one share of Common Stock at a price determined in
    accordance with the Plan and on the terms and conditions set forth
    hereunder.  Options shall not be incentive stock options within the
    meaning of Section 422 of the Code.

         (aa) "Option Agreement" means an agreement between the Company
    and the Participant embodying the terms of any Options granted
    hereunder.

         (bb) "Participant" means any Employee who has been granted an
    Option pursuant to the Plan.

         (cc) "Plan" means this 1997 Telex Communications Group, Inc.
    Amended and Restated Stock Option Plan, as the same may be amended
    from time to time.

         (dd) "Retirement" means normal or early retirement under a
    retirement plan maintained by the Company or its Subsidiaries in which
    the Participant participates, or if the Participant does not
    participate in any such plan, then voluntary termination of employment
    by the Participant under circumstances in which he or she would be
    entitled to normal or early retirement under the Company's Employees'
    Pension Plan if the Participant were an employee of the Company
    eligible to participate in such plan taking into account service with
    the Company or the Subsidiary as service under such plan.

         (ee) "Rollover Options" means the Rollover Options as defined in
    the Merger Agreement.

         (ff) "Stockholders Agreement" means the Stockholders and
    Registration Rights Agreement of Telex Communications Group, Inc.,
    dated as of March 4, 1997, as amended and restated as of May 6, 1997.

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         (gg) "Subsidiary" means any corporation or other entity a
    majority or more of whose outstanding voting stock or voting power is
    beneficially owned directly or indirectly by the Company.

         (hh) "Telex" means Telex Communications, Inc.

         (ii)  "Valuation Formula", in the case of any Option holder, has
    the meaning specified in the Stockholders Agreement.  For the
    avoidance of doubt, for purposes of the Plan and such Stockholders
    Agreement, in determining the number of vested options granted under
    the Company's 1998 Performance Stock Option Plan that are deemed to be
    exercisable as of any date of determination prior to the occurrence of
    an Exit Event for the purposes of such Valuation Formula, GSCP's IRR
    (as defined in such 1998 Performance Stock Option Plan) shall be
    determined as if GSCP realized its entire investment based on the
    value of the Company as of such date of determination, and after
    giving effect to any such Options that are so deemed to be
    exercisable, as determined in good faith by Greenwich Street Capital
    Partners, Inc. and certified to the Board by Greenwich Street Capital
    Partners, Inc.

         (jj) "Vested Option" means any Option, including Rollover
    Options, which pursuant to the Plan or any Option Agreement is
    immediately exercisable, but shall not mean any option granted under
    any other option plan of the Company.


                                  ARTICLE III
                         ELIGIBILITY AND PARTICIPATION

     Participants in the Plan shall be those Employees (other than the Chief
Executive Officer) recommended by the Chief Executive Officer of the Company
and approved by the Board to participate in the Plan.  The Chief Executive
Officer's participation in the Plan shall be designated by the Board.  The
selection of an Employee as a Participant shall neither entitle such Employee
to nor disqualify such Employee from participation in any other award or
incentive plan.


                                   ARTICLE IV
                              POWERS OF THE BOARD

     4.1  Power to Grant.  The Board shall determine the Participants to whom
Options shall be granted and the terms and conditions of any and all options
granted to Participants, provided that nothing in the Plan shall limit the
right of the members of the Board who are also employees to receive awards
hereunder.
     4.2  Administration.  The Board shall be responsible for the
administration of the Plan. Any authority exercised by the Board under the
Plan shall be exercised by the Board in its sole discretion. Subject to the
terms of the Plan, the Board, by majority action thereof, is authorized to
prescribe, amend and rescind rules and regulations relating to the
administration of the Plan, to provide for conditions and assurances deemed
necessary or advisable to protect the interests of the Company and the
Subsidiaries, and to make all other determinations necessary or advisable for
the administration and interpretation of the Plan in order to carry out its
provisions and purposes. Determinations, interpretations or other actions made
or taken by the Board pursuant to the provisions of the Plan shall be final,
binding and conclusive for all purposes and upon all persons.

     4.3  Delegation by the Board.  All of the powers, duties and
responsibilities of the Board specified in the Plan may, to the full extent
permitted by applicable law, be exercised and

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performed by any duly constituted committee of the Board, in any such case, to
the extent authorized by the Board to exercise and perform such powers, duties
and responsibilities.


                                   ARTICLE V
                            OPTIONS SUBJECT TO PLAN

     5.1  Number.  Subject to the provisions of Sections 5.2 and 5.3, the
maximum number of shares of Common Stock subject to Options granted under the
Plan (excluding all shares subject to the Rollover Options) may not exceed
267,728 shares of the Company's Common Stock.  The shares of Common Stock to be
delivered upon the exercise of Options granted under the Plan may consist, in
whole or in part, of treasury Common Stock or authorized but unissued Common
Stock not reserved for any other purpose.

     5.2  Cancelled, Terminated or Forfeited Options.  Any shares of Common
Stock subject to an Option which for any reason is cancelled, terminated or
otherwise forfeited, in whole or in part, without having been exercised, shall
again be available for grant under the Plan to the extent so canceled,
terminated or otherwise forfeited.

     5.3  Adjustment in Capitalization.  The number and class of shares of
Common Stock available for issuance upon exercise of Options granted under the
Plan, and the number, class and exercise price of any shares of Common Stock
subject to outstanding Options, may be adjusted by the Board, in its sole
discretion, if it shall deem such an adjustment to be necessary or appropriate
to reflect any Common Stock dividend, stock split or share combination or any
recapitalization, merger, consolidation, exchange of shares or similar
transaction or any liquidation or dissolution of the Company.


                                   ARTICLE VI
                                TERMS OF OPTIONS

     6.1  Grant of Options.  The Board may provide that different terms apply
to Options granted to the same or different Participants on the same Grant Date
or to the same Participant on different Grant Dates.  Each Option granted to a
Participant shall be evidenced by an Option Agreement that shall specify the
exercise price for each share of Common Stock which may be purchased pursuant
to such Option, the vesting schedule for, and the duration of, such Option and
such other terms consistent with the Plan as the Board shall determine.

     6.2  Initial Option Grants.

         (a)  Number of shares.  Options to purchase 228,042 shares of Common
    Stock issuable under the Plan shall be granted to Participants selected by
    the Board at such time or times as determined by the Board.  By adopting
    this Plan, the Board hereby grants, effective as of the Effective Time and
    subject to the applicable terms hereof, Initial Option Grants to the
    Participants set forth in the attached Option Agreements, in the applicable
    amounts and having the applicable vesting schedules as set forth in such
    Option Agreements.

         (b)  Exercise Price.  The exercise price per share of Common Stock
    purchased upon the exercise of each Initial Option Grant granted as of the
    Effective Date shall be $7.98 per share.  The exercise price per share of
    Common Stock purchased upon the exercise of each Initial Option Grant
    granted after the Effective Date shall be the Fair Market Value of a share
    of Common Stock on the Grant Date.

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         (c)  Exercise of Options.  An Initial Option Grant shall vest and
    become exercisable in accordance with the vesting schedule set forth in
    each Participant's Option Agreement; provided that no portion of any
    Initial Option Grant shall vest or become exercisable on or after the date
    on which the holder thereof ceases to be employed by the Company or a
    Subsidiary.

     6.3  Special Service Option Grants.

         (a)  Number of Shares.  (i)  Options to purchase 39,696 shares of
    Common Stock issuable under the Plan shall be granted to Participants
    selected by the Board at such time or times as determined by the Board.  By
    adopting this Plan, as amended and restated, the Board hereby grants
    Special Service Option Grants to the Participants set forth in the attached
    Option Agreements in the applicable amounts set forth in such Option
    Agreements.  No additional Special Service Options shall be available for
    grant.

         (b)  Exercise price.  The exercise price per share of Common Stock
    purchased upon the exercise of a Special Service Option Grant shall be
    equal to $7.98 per share.

         (c) Exercise of Options.  Special Service Option Grants shall be fully
    vested and exercisable upon grant.

     6.4  Term of Options.  Notwithstanding any other Plan provision, no
portion of any Option shall be exercisable for more than 10 years after the
Grant Date.

     6.5  Payment.  The Board shall establish procedures governing the exercise
of Options, which procedures shall generally require that written notice of the
exercise thereof be given and that the exercise price thereof be paid in full
in cash or cash equivalents, including by personal check, at the time of
exercise.  If so determined by the Board in its sole discretion at or after the
Grant Date, the exercise price of any Options may be paid in full or in part in
the form of shares of Common Stock of the Company already owned by the
Participant, based on the Fair Market Value of such Common Stock on the date of
exercise or at such time as shall be set forth in the Option Agreement.  As
soon as practicable after receipt of a written exercise notice and payment in
full of the exercise price of any exercisable Options, the Company shall
deliver to the Participant a certificate or certificates representing the
shares of Common Stock acquired upon the exercise thereof.  Notwithstanding the
foregoing, the Company may, with the consent of a Participant, in lieu of
issuing shares of Common Stock upon the exercise of any Option, return to the
Participant any payment tendered to exercise the Option and pay the Participant
an additional amount in cash equal to the product of (i) the excess of (x) the
Fair Market Value of the Option over (y) the per share exercise price of the
Option being exercised times (ii) the number of shares as to which the
Participant has exercised the Option.

     6.6  Stockholders Agreement.  The Company and the Participant shall be
subject to and have the rights and obligations which are set forth in the
Stockholders Agreement.  Following any termination of the Participant of a type
referred to in Section 2.1 of the Stockholders Agreement, any Vested Options
held by such Participant shall remain exercisable until the tenth anniversary
of the Grant Date.


                                  ARTICLE  VII
                           TERMINATION OF EMPLOYMENT

     7.1  Special Termination.  Unless otherwise determined by the Board at or
after the Grant Date and except as provided herein, in the event that a
Participant's employment with the Company and the Subsidiaries terminates due
to (i) the Participant's death or (ii) the Participant's

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Disability (each a "Special Termination") then, subject to Section 6.6, any
Vested Options shall remain exercisable, solely until the first to occur of (x)
the first anniversary of the Participant's termination of employment or (y) the
expiration of the term of the Option.  Except as provided herein, any Options
held by the Participant that are not vested and exercisable at the date of the
Participant's termination shall terminate and be cancelled immediately and,
upon such termination, any Options described in the preceding sentence that are
not exercised (or repurchased pursuant to the Stockholders' Agreement) within
the period described in such sentence shall terminate and be cancelled upon the
expiration of such period.

     7.2  Termination for Cause.  Unless otherwise determined by the Board at
or after the Grant Date, in the event that a Participant's employment with the
Company and the Subsidiaries is terminated for Cause, any Options held by such
Participant (other than Rollover Options and whether or not then vested and
exercisable) shall terminate and be cancelled immediately upon such termination
of employment.

     7.3  Other Termination of Employment.  Unless otherwise determined by the
Board at or after the Grant Date and except as provided herein, in the event
that a Participant's employment with the Company and the Subsidiaries
terminates (i) due to Retirement; (ii) voluntarily; or (iii) involuntarily for
any reason other than a Special Termination or for Cause, any Options held by
such Participant that are vested and exercisable as of the date of such
termination shall, subject to Sections 6.6 and 10.11, remain vested and
exercisable for a period of 90 days (or, if shorter, during the remaining term
of the Options).  Except as provided herein, any Options held by the
Participant that are not exercisable at the date of the Participant's
termination of employment shall terminate and be cancelled immediately upon
such termination, and any Options described in the preceding sentence that are
not exercised (or repurchased pursuant to the Stockholders' Agreement) within
the period described in such sentence shall terminate and be cancelled upon the
expiration of such period.


                                  ARTICLE VIII
                               CHANGE IN CONTROL

     8.1  Accelerated Exercisability and Payment.  Unless the Board shall
otherwise determine in the manner set forth in Section 8.2, in the event of a
Change in Control, each Option (whether or not then vested and exercisable)
shall be cancelled in exchange for a payment in cash of an amount equal to the
excess, if any, of the Change in Control Price over the exercise price for such
Option.

     8.2  Alternative Options.  Notwithstanding Section 8.1, no cancellation,
acceleration of exercisability, vesting or cash settlement or other payment
shall occur with respect to any Option if the Board reasonably determines in
good faith, prior to the occurrence of a Change in Control, that such Option
shall be honored or assumed, or new rights substituted therefor (such honored,
assumed or substituted Option being hereinafter referred to as an "Alternative
Option") by the New Employer, provided that any such Alternative Option must:

         (a)  provide the Participant that held such Option with rights
    and entitlements substantially equivalent to or better than the
    rights, terms and conditions applicable under such Option, including,
    but not limited to, an identical or better exercise and vesting
    schedule, identical or better timing and methods of payment, and the
    rights and entitlements set forth in the Stockholders Agreement;

         (b)  have substantially equivalent or better economic value to
    such Option (determined in good faith by the Board at the time of the
    Change in Control); and


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         (c)  provide that, in the event such Participant is involuntarily
    terminated for any reason within two years following a Change in
    Control, any conditions on such Participant's rights under, or any
    restrictions on transfer or exercisability, including vesting,
    applicable to each such Alternative Option shall be waived or shall
    lapse, as the case may be.


                                  ARTICLE  IX
                          AMENDMENT, MODIFICATION AND
                            TERMINATION OF THE PLAN

     The Board at any time may terminate or suspend the Plan, and from time to
time may amend or modify the Plan.  No amendment, modification, termination or
suspension of the Plan shall in any manner adversely affect any Option
theretofore granted under the Plan, without the consent of the Participant
holding such Option.


                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

     10.1  Nontransferability of Awards.  Except to the extent otherwise
expressly provided under Section 2 and 3 of the Stockholders' Agreement, no
options granted under the Plan may be sold, transferred, pledged, assigned,
encumbered or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.  All rights with respect to Options granted
to a Participant under the Plan shall be exercisable during his life-time by
such Participant only.  Following a Participant's death, all rights with
respect to Options that were exercisable at the time of such Participant's
death and have not terminated shall be exercised by his designated Beneficiary
or by his estate in accordance with, and subject to, the terms and conditions
hereof and of the applicable Option Agreement.

     10.2  Beneficiary Designation.  Each Participant under the Plan may from
time to time name any Beneficiary or Beneficiaries (who may be named
contingently or successively) by whom any right under the Plan is to be
exercised in case of his death.  Each designation will revoke all prior
designations by the same Participant, shall be in a form reasonably prescribed
by the Board, and will be effective only when received by the Board and only if
received during the Participant's lifetime.

     10.3  No Guarantee of Employment or Participation.  Nothing in the Plan or
in any Option Agreement shall interfere with or limit in any way the right of
the Company or any Subsidiary to terminate any Participant's employment at any
time, or confer upon any Participant any right to continue in the employ of the
Company or any Subsidiary.  No Participant shall have a right to be selected as
a Participant or, having been so selected, to receive any Options.

     10.4  Tax Withholding.  The Company or the Subsidiary employing a
Participant shall have the power to withhold, or to require such Participant to
remit to the Company or such Subsidiary, subject to such other arrangements as
the Board may set forth in the Option Agreement to which such Participant is a
party, an amount sufficient to satisfy all federal, state, local and foreign
withholding tax requirements in respect of any Option granted under the Plan or
any share of Common Stock purchased upon the exercise of any such Option.

     10.5  Indemnification.  Each person who is or shall have been a member of
the Board or any committee of the Board shall be indemnified and held harmless
by the Company to the fullest extent permitted by law from and against any and
all losses, costs, liabilities and expenses (including any related attorneys'
fees and advances thereof) in connection with, based upon or arising or
resulting from any claim, action, suit or proceeding to which he may be made a
party or

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in which he may be involved by reason of any action taken or failure to act
under the Plan and from and against any and all amounts paid by him in
settlement thereof, with the Company's approval, or paid by him in satisfaction
of any judgment in any such action, suit or proceeding against him, provided
that he shall give the Company an opportunity, at its own expense, to defend
the same before he undertakes to defend it on his own behalf.  The foregoing
right of indemnification shall not be exclusive and shall be independent of any
other rights of indemnification to which such persons may be entitled under the
Company's Certificate of Incorporation or By-laws, by contract, as a matter of
law, or otherwise.

     10.6  Requirements of Law.  The granting of Options and the issuance of
shares of Common Stock pursuant to such Options shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.  No
Options shall be granted under the Plan, and no shares of Common Stock shall be
issued upon exercise of any Options granted under the Plan, if such grant or
exercise would result in a violation of applicable law, including the federal
securities laws and any applicable state or foreign securities laws.

     10.7  Freedom of Action.  Subject to ARTICLE IX, nothing in the Plan or
any Option Agreement shall be construed as limiting or preventing the Company
or any Subsidiary from taking any action that it deems appropriate or in its
best interest.

     10.8  Term of Plan.  The Plan shall be effective as of the Effective Date.
The Plan shall thereafter continue in effect, unless sooner terminated
pursuant to ARTICLE IX, until the tenth anniversary of the Effective Date.  The
provisions of the Plan, however, shall continue thereafter to govern all
outstanding Options theretofore granted.

     10.9  No Voting Rights.  No Participant holding any Options granted under
the Plan shall have any right, in respect of such Options, to vote on any
matter submitted to the Company's stockholders until such time as the shares of
Common Stock issuable upon exercise of such Options have been so issued.

     10.10  Governing Law.  The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Delaware,
regardless of the law that might be applied under principles of conflict of
laws.

     10.11  Rollover Options. Rollover Options will be subject to the terms and
conditions set forth in the Plan other than Sections 6.1 through 6.4 and
Article VII.  The Option Agreements with regard to these Rollover Options shall
continue to govern the exercise price of these Options.  Following any
termination of a Participant's employment other than for Cause, any Rollover
Options held by such Participant shall remain exercisable until May 6, 2007.


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