<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ----------------------

                                   FORM 10-K
                 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
          SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
                          -----------------

                                       OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________  to  _______________

                     Commission file number     1-6016    
                                           ----------------

                             THE ALLEN GROUP INC.
--------------------------------------------------------------------------------
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           Delaware                                        38-0290950      
-------------------------------                      ------------------------
(STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                         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 
                                                     ------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
                                                       NAME OF EACH EXCHANGE ON
     TITLE OF EACH CLASS                                   WHICH REGISTERED    
     -------------------                               ------------------------
<S>                                                    <C>

Common Stock, $1 par value                             New York Stock Exchange
                                                       Pacific Stock Exchange

Preferred Stock Purchase Rights                        New York Stock Exchange
                                                       Pacific Stock Exchange
</TABLE>


SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:   None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days:   Yes   X      No 
                                        -------      -------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.   [ X ]

As of March 1, 1996, there were 26,577,795 shares of the Registrant's Common
Stock issued and outstanding, and the aggregate market value (based upon the
last sale price of the Registrant's Common Stock on the New York Stock Exchange
Composite Tape on March 1, 1996) of the Registrant's Common Stock held by
nonaffiliates of the Registrant was $504,978,105.

Exhibit Index is on pages 18 to 24 of this Report.


                      DOCUMENTS INCORPORATED BY REFERENCE

Annual Report to Stockholders for fiscal year ended December 31, 1995
incorporated by reference into Parts I and II hereof.

Proxy Statement dated March 15, 1996 for Annual Meeting of Stockholders to be
held April 23, 1996 incorporated by reference into Part III hereof.
<PAGE>   2
                              THE ALLEN GROUP INC.
                              --------------------

                                   FORM 10-K
                                   ---------

                 (For the fiscal year ended December 31, 1995)


                               TABLE OF CONTENTS
                               -----------------


<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                         <C>
PART I

   Item  1 - Business .................................................      3

   Item  2 - Properties ...............................................      9

   Item  3 - Legal Proceedings ........................................      9

   Item  4 - Submission of Matters to a Vote of Security Holders ......      9

   Executive Officers of The Registrant ...............................     10


PART II

   Item  5 - Market for Registrant's Common Equity and Related
             Stockholder Matters ......................................     11

   Item  6 - Selected Financial Data ..................................     11

   Item  7 - Management's Discussion and Analysis of Financial
             Condition and Results of Operations ......................     11

   Item  8 - Financial Statements and Supplementary Data ..............     11

   Item  9 - Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure ......................     11

PART III

   Item 10 - Directors and Executive Officers of the Registrant .......     12

   Item 11 - Executive Compensation ...................................     12

   Item 12 - Security Ownership of Certain Beneficial Owners
             and Management ...........................................     12

   Item 13 - Certain Relationships and Related Transactions ...........     12


PART IV

   Item 14 - Exhibits, Financial Statement Schedules, and
             Reports on Form 8-K ......................................     13


SIGNATURES ............................................................     16

EXHIBIT INDEX .........................................................     18
</TABLE>





                                      -2-
<PAGE>   3
                              THE ALLEN GROUP INC.
                              --------------------

                                   FORM 10-K
                                   ---------

                                     PART I
                                     ------

                               ITEM 1 - BUSINESS
                               -----------------

GENERAL
-------

         The Allen Group Inc. ("Allen", the "Company" or the "Registrant") was
incorporated under the laws of the State of Delaware on February 3, 1969.  Its
predecessor was Allen Electric and Equipment Company, incorporated under the
laws of the State of Michigan on January 13, 1928, which merged into the
Delaware corporation on May 1, 1969.  On May 5, 1972, the name of the Company
was changed to The Allen Group Inc.

         The business segments of Allen and its subsidiaries include Mobile
Communications and Centralized Automotive Emissions Inspections.

         On September 29, 1995, Allen completed the spin-off distribution of
100% of the common shares of a newly formed wholly owned subsidiary, TransPro,
Inc. ("TransPro") to Allen's common stockholders.  Prior to the distribution,
Allen contributed to TransPro certain ownership interests in the net assets and
liabilities of its Crown and G&O Manufacturing Company divisions and the stock
of AHTP II, Inc. and Allen Heat Transfer Products, Inc., which owned Allen's
partnership joint venture interest in GO/DAN Industries ("GDI").  These
entities comprised Allen's Truck Products businesses.  Immediately prior to the
spin-off distribution, Allen also caused GDI to redeem the remaining ownership
interest from the Company's other joint venture partner, thereby making GDI an
indirect, wholly owned partnership of TransPro.  Following the distribution,
TransPro became an independent, publicly traded corporation.

         On March 17, 1995, Allen acquired an additional 40% interest in
FOR.E.M. S.p.A., a manufacturer of wireless telecommunications products located
in Agrate Brianza (Milan), Italy.  Allen previously had acquired an initial 40%
of FOR.E.M. S.p.A. in December, 1994, as well as options to acquire the
remaining 20% interest during the next five years.  FOR.E.M. S.p.A. owns 62% of
Mikom G.m.b.H., located in Buchdorf (Munich), Germany, and also has sales and
engineering offices in the United Kingdom and France.  (FOR.E.M. S.p.A. and
Mikom G.m.b.H. sometimes are referred to collectively herein as "FOREM").

         Additional information regarding both of these transactions is
incorporated herein by reference in Note 9 of the Notes to Consolidated
Financial Statements, "Acquisitions and Dispositions," on page 27 of Allen's
1995 Annual Report to Stockholders, a copy of which is filed as Exhibit 13 of
this Report.

         There have been no other significant changes in the business, kinds of
products produced or services rendered or in the markets or methods of
distribution since the beginning of the last fiscal year.


MOBILE COMMUNICATIONS
---------------------

         Allen's Mobile Communications segment is comprised of Allen Telecom
Group ("ATG"), FOREM and Comsearch.  ATG, along with FOREM, are leading
equipment suppliers of system expansion, site management products and mobile
and base station antennas to the worldwide wireless communications market.  The
principal product lines are systems products, including Extend-A-Cells(TM),
repeaters, microcells, wireless PBX systems, paging repeaters and power
amplifiers; site management and other non-antenna products, including filters,
tower mounted amplifiers, combiners, duplexers, isolators and cable; and mobile
and base station antennas.  The demand for equipment supplied by ATG and FOREM
is primarily a function of the development of wireless communications systems
throughout the world, and ATG's ability to develop new products and
technologies





                                      -3-
<PAGE>   4
related to system coverage and capacity and components for other manufacturers'
wireless communications systems.  In this regard, in September 1995, ATG
introduced its Smartcell(TM) microcell which has the ability to enhance
geographic coverage as well as serve as a platform for wireless PBX.  The
Company also has developed several new wireless test and measurement products
which have applications in cellular, PCS, trunking and paging systems.
Currently, these products perform analysis for AMPS, TACS and paging systems
standards.  By mid-1996, these products will offer the same capabilities for
the digital TDMA, GSM, CDMA and PCS standards.

         Comsearch is a leading supplier of frequency planning and coordinating
services as well as system design and field engineering services and software
products for the wireless markets and personal communications systems ("PCS")
market.  Comsearch is involved very early with carriers and original equipment
manufacturers ("OEMs") in the process of designing the cell layout of a system.
Comsearch's engineering expertise in spectrum sharing, microwave
inter-connectivity, microwave migration and cell system design has enabled it   
to obtain orders from most major PCS carriers.  Comsearch's spectrum sharing
software, IQ.Clear, currently is licensed in all major domestic PCS markets,
and its IQ. Clear software for microwave interconnection is operational in
several European PCS systems.  Comsearch's cellular design software, MCAP, is
in the process of a major overhaul for PCS applications, and the new software,
IQ.Signum, is expected to be released in mid-year 1996.

         International sales of this segment have increased substantially and
are now more than 50% of total sales.  The Company's export sales from the U.S.
are primarily to major wireless telephony companies and are typically payable
in U.S. dollars.  FOREM's sales are primarily in Europe to major European OEM's
and cellular or PCS operators in local currencies.  The Company currently has
sales/engineering offices in Canada, China, Brazil, Australia, Singapore,
France and the United Kingdom.  Additional offices in South America, China and
Hong Kong are expected to be opened in 1996.  The Company sees no significantly
greater risk as a result of the greater proportion of international business
than that of its domestic operations.

         In 1995, sales of the Mobile Communications segment increased $93.1
million, or 44%, over 1994, primarily due to FOREM, which contributed $55
million in sales for the nine-month period they were included in Allen's
results of operations, as well as the continued strong growth of its existing
products.

         ATG and FOREM products are generally manufactured or assembled by the
Company.  With respect to FOREM, a substantial portion of product manufacturing
labor is outsourced to third parties.  Comsearch's frequency planning and
coordination services are provided principally at its central headquarters
facility.  Products are sold directly through commissioned sales employees or
through distributors and sales representatives to OEMs, common carriers and
other large uses of telecommunications products.


CENTRALIZED AUTOMOTIVE EMISSIONS INSPECTIONS
--------------------------------------------

         Allen's Centralized Automotive Emissions Inspections segment consists
solely of its wholly owned subsidiary, MARTA Technologies, Inc.  ("MARTA").
MARTA designs, builds and operates centralized automotive emissions testing
programs under long-term contracts with state governments, and is one of only
three major companies that have previously demonstrated the necessary
capabilities and experience for such programs, although a number of additional
companies recently have begun to bid on these programs.  During 1995, MARTA's
sole source of sales revenue was its Jacksonville, Florida and Maryland
emissions testing programs which, at $8.8 million ($2.8 million for
Jacksonville and $6.0 million for Maryland), represents less than 3% of
consolidated revenues of the Company.

         Emissions testing programs are mandated by the Federal Environmental
Protection Agency ("EPA") pursuant to the 1990 Clean Air Act and related
amendments.  Generally, if a centralized emissions testing program is to be





                                      -4-
<PAGE>   5
adopted by a state, the emissions testing program is structured so that once
awarded, the company awarded the program (such as MARTA) is responsible for
purchasing the land, constructing the testing facilities, equipping the sites
with analytical and computer equipment, hiring and training personnel and
eventually operating the program.  It is not until a program begins to operate
(typically under a multi-year sole source contract) that revenue (generally on
a fixed fee, cash per test basis) is generated.  Revenue for the Company's
Maryland program, however, is based on an annual fixed fee for the entire
program.

         Since Allen's initial participation in the centralized emission
inspection industry, MARTA has been awarded emissions testing contracts for the
State of Maryland and the El Paso region of Texas (both in 1993) and the
Cincinnati region of Ohio and Northern Kentucky (both in 1994).  The Maryland
program, originally scheduled to begin operations on January 1, 1995, was
delayed and revenue generating operations began on May 1, 1995.  MARTA's
contract with the State of Texas was, as discussed more fully below, officially
terminated in January 1996.  On February 1, 1995, this program had been
suspended prior to start-up (along with similar programs for another contractor
in Dallas and Houston).  The Cincinnati program officially began full revenue
generating operations on January 1, 1996.  The Northern Kentucky program,
originally scheduled to begin operation on January 1, 1996, was delayed by the
State in early 1995 and continues to remain uncertain as the State reviews its
options for implementation of an emissions inspection program.  In the latter
part of 1995, Kentucky and MARTA re-initiated negotiations for a nine to
ten-year program; these negotiations are continuing.

         As indicated above, MARTA's contract with the State of Texas was
terminated.  This termination allows the Company to formally proceed with the
settlement and damage provisions set forth in its contract with the State.  The
Company continues to believe that its contract provides for appropriate
compensation, and anticipates filing a claim with the State early in 1996.
MARTA will pursue all remedies available to protect its interest regarding its
investment in the program; however, it is not possible at this time to predict
the ultimate outcome of the settlement process or the timing of the receipt of
any funds related thereto which would be subject to the appropriation of funds
by the State of Texas.  It is possible that this process would continue into
fiscal year 1997 before a resolution is reached.

         Programs for automotive emissions testing continue to be hampered by
an unsettled political climate and various implementation problems which have
delayed programs previously awarded and the bidding and awarding of new
programs.  Even with respect to MARTA's existing operations in Florida,
Maryland and Ohio, there exists proposed legislation, or the discussion of
legislation, to change, amend or cancel programs.  Given recent history, both
for MARTA and other industry contract operators, there is no certainty that the
future might not bring substantial changes in this business.  Several states
appear to be moving forward with the bidding of new emissions test programs,
but the role for a Company such as MARTA has been reduced from what was thought
possible one to two years previously.  (See "Competition" below).


WORKING CAPITAL
---------------

         Production for the Mobile Communications segment consist of standard
manufactured products for which inventory levels are generally based on product
demand.  As previously indicated, the increase in international export sales
generally resulted in extended collection periods as such receivables make up a
greater proportion of trade receivables.  This factor, in conjunction with the
general level of increase in business, has increased the working capital needs
of the Mobile Communications business.

         MARTA's capital requirements are less clear given the uncertainty in
the centralized emissions testing industry.  Capital requirements are dependent
upon the award of programs, the type of programs to be implemented and the
scheduled





                                      -5-
<PAGE>   6
start-up dates.  MARTA currently has no significant commitments with respect to
program expenditures.

         The Company believes it has adequate financial resources to meet its
working capital needs in the near term.  The Company entered into a new
revolving credit agreement which provides for borrowings up to $75 million for
the Company and $60 million for MARTA, none of which were utilized at December
31, 1995.  In addition, the Company may seek third party asset-based financing
in respect to future programs of MARTA.


COMPETITION
-----------

         In each of Allen's industry segments, competition is vigorous.  The
Company believes that it has established a major market position in the United
States for mobile cellular telephone antennas, where competition is distributed
among many manufacturers.  In its other product lines, the Company believes
that it is among the major manufacturers and that competition is widely
distributed.  Allen's principal methods of competition include price, service,
warranty, market availability, product research and development, innovation and
performance.  In certain of its product lines, the Company has augmented its
own resources through licensing agreements with companies possessing
complementary resources and technologies.

         In its Centralized Automotive Emissions Inspections segment, the
competitive environment has been evolving over the past year.  In recent
months, the EPA has provided substantial flexibility in the way states can
implement automotive emissions testing programs, permitting the potential use
of centralized programs, decentralized programs and centralized/decentralized
hybrid programs.  MARTA presently is one of three companies that are running
multiple centralized programs in multiple states.  The degree in variation in
programs has, however, opened up opportunities for increased competition from
data management/operators to run "managed" programs, decentralized programs as
well as state-run centralized programs.  The Company anticipates competition to
operate and/or manage programs to intensify as a result of these factors.


MAJOR CUSTOMERS
---------------

         Except as noted in the Centralized Automotive Emissions Inspections
industry segment description, there is no single customer or group of a few
customers for which the loss would have a material adverse effect on any
industry segment or on the Company.  Sales of Mobile Communications products
are widely distributed among many customers.


BACKLOG
-------

         The approximate backlog of orders by industry segment as of December
31, 1995 and 1994 are as follows (amounts in thousands):

<TABLE>
<CAPTION>
                                                                         1995              1994
                                                                         ----              ----
         <S>                                                           <C>               <C>
         Centralized Automotive Emissions
             Inspections                                               $144,138          $206,812
         Mobile Communications                                           85,339            33,791
                                                                       --------           -------
                                                                        229,477           240,603

         Centralized Automotive Emissions
             Inspections backlog not expected
             to be filled within one year                              (121,274)         (194,112)
                                                                        -------           ------- 
         Backlog expected to be filled in
          succeeding fiscal year                                       $108,203          $ 46,491
                                                                        =======          ========
</TABLE>





                                      -6-
<PAGE>   7
Backlog from the terminated El Paso, Texas program and the suspended Northern
Kentucky program are excluded from this compilation and is the reason for the
decline in backlog of Centralized Automotive Emissions Inspections from 1994 to
1995.  As previously mentioned, legislation has been discussed or proposed in a
number of states, including Florida, Maryland and Ohio where MARTA has
programs, to change, amend or cancel programs which could impact existing
backlog.  The backlog for Mobile Communications represents orders for systems
and site management products and base station and mobile antennas.  All Mobile
Communications backlog is expected to be completely filled within the 1996
fiscal year.  The increase in backlog for the Mobile Communications segment
from 1994 to 1995 reflects the inclusion of FOREM ($40 million) and a general
increase in the level of business for existing products.


PRODUCTION, RAW MATERIALS AND SUPPLIES
--------------------------------------

         In addition to manufacturing certain products, Allen also assembles at
its facilities certain components manufactured for it by non- affiliated
companies.  The principal materials used in the production of Allen's products
are steel, aluminum, plastics and electronic components.  These materials are
purchased regularly from several producers and have been generally available in
sufficient quantities to meet Allen's requirements, although occasionally
shortages have occurred.  The Company believes that the supplies of materials
through the end of 1996 will be adequate.


PATENTS, LICENSES AND FRANCHISES
--------------------------------

         The Company owns a number of patents, trademarks and copyrights and
conducts certain operations under licenses granted by others.  Although the
Company does not believe that the expiration or loss of any one of these would
materially affect its business considered as a whole or the operations of any
industry segment, it does consider certain of them to be important to the
conduct of its business in certain product lines.  Business franchises and
concessions are not of material importance to Allen's industry segments.


RESEARCH AND DEVELOPMENT
------------------------

         The Company is engaged in research and development activities
(substantially all of which are Company-sponsored) as part of its ongoing
business.  The Company is continuing to emphasize the development of specialty
products and accessories to serve the cellular telephone and wireless
communications markets.  Currently, these development activities are not
expected to require a material investment in assets.  For additional
information, see "Research and Development Costs" in Note 1 of Notes to
Consolidated Financial Statements on page 20 of Allen's 1995 Annual Report to
Stockholders, a copy of which is filed as Exhibit 13 to this Report.


ENVIRONMENTAL CONTROLS
----------------------

         The Company is subject to federal, state and local laws designed to
protect the environment and believes that, as a general matter, its policies,
practices and procedures are properly designed to prevent unreasonable risk of
environmental damage and financial liability to the Company.  Additional
information regarding environmental issues is incorporated herein by reference
to the last paragraph of Note 5, "Commitments and Contingencies", of the Notes
to Consolidated Financial Statements on page 23 of Allen's 1995 Annual Report
to Stockholders, a copy of which is filed as Exhibit 13 to this Report.


EMPLOYEES
---------

         As of December 31, 1995, Allen had approximately 2,800 employees.





                                      -7-
<PAGE>   8
SEASONAL TRENDS
---------------

         Generally, the Company's sales are not subject to significant seasonal
variations; however, sales and earnings for ATG tend to be lower in the first
fiscal quarter due to lower base station antenna installations.


INDUSTRY SEGMENTS, CLASSES OF PRODUCTS, FOREIGN OPERATIONS AND EXPORT SALES
---------------------------------------------------------------------------

         Information relating to the Company's industry segments, classes of
similar products or services, foreign and domestic operations and export sales
is incorporated herein by reference to "Segment Sales and Income" on page 14,
"Industry Segment and Geographic Data" in Note 8 of the Notes to Consolidated
Financial Statements on page 26, and the information presented in the charts on
pages 32 to 35, of the Company's 1995 Annual Report to Stockholders, a copy of
which is filed as Exhibit 13 to this Report.

         The Company now has sizeable manufacturing and sales operations in
Italy and Germany as a result of its additional 40% investment in FOREM in
1995.  With the opportunities represented by the rapid deployment of wireless
telephony systems throughout the world, the Company has seen extensive growth
in international markets.  The Company's export sales have increased from $62
million in 1994 to over $98 million in 1995.  This growth has encouraged the
Company to continue to expand the size and number of its international sales
and service offices.   The Company also has a manufacturing operation in Mexico
(a "Maquildora") which supplies mobile antennas to ATG.  In the opinion of
management, any risks inherent in Allen's existing foreign operations and sales
are not substantially different than the risks inherent in its domestic
operations.





                                      -8-
<PAGE>   9
                              ITEM 2 - PROPERTIES
                              -------------------


         At December 31, 1995, Allen's operations were conducted in 58
facilities in 12 states, Germany, Italy and Mexico.  In addition, ATG maintains
sales and engineering offices in Australia, Brazil, Canada, China, France, the
United Kingdom and Singapore.  Allen occupies approximately 1,056,000 square
feet of space for manufacturing, assembly, centralized automotive emissions
testing, warehousing, research and development and administrative offices.
Approximately 475,000 square feet are rented under operating leases;
approximately 100,000 square feet relates to facilities under a capital lease
arrangement for the Centralized Automotive Emissions Inspections segment; the
remainder is owned.  Principal domestic facilities are located in Ohio,
Florida, Texas and Virginia.  The Company owns three foreign facilities: one in
Italy (64,000 square feet), one in Germany (27,000 square feet) and one in
Mexico (59,000 square feet).

         Information concerning the Company's properties by industry segment at
December 31, 1995 is as follows (amounts in thousands):


<TABLE>
<CAPTION>
                                                                      Square Footage                 
                                            ----------------------------------------------------------------
                                                  Domestic                      Foreign
                                                 --------                       -------
                                            Owned        Leased          Owned           Leased        Total
                                            -----        ------          -----           ------        -----
<S>                                           <C>           <C>            <C>              <C>       <C>
Centralized Automotive
 Emissions Inspections                         74           131             -               -           205
Mobile Communications Products                254           427            150              7           838
General Corporate                              -             13             -               -            13
                                             ----           ---            ---             ---         ----

                                              328           571            150              7         1,056
                                             ====           ===            ===             ===        =====
</TABLE>

         Allen's machinery, plants, warehouses and offices are in good
condition, reasonably suited and adequate for the purposes for which they are
presently used and generally are fully utilized.

         In addition to the above, Allen owns two manufacturing facilities that
had been utilized by its discontinued operations.  These facilities (totalling
116,000 square feet) currently are under short-term leases to third parties.


                           ITEM 3 - LEGAL PROCEEDINGS
                           --------------------------

         The information required by this Item is incorporated herein by
reference to the third paragraph of Note 5, "Commitments and Contingencies", of
the Notes to Consolidated Financial Statements on page 23 of the Registrant's
1995 Annual Report to Stockholders, a copy of which is filed as Exhibit 13 to
this Report.


          ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ------------------------------------------------------------

         Not applicable.





                                      -9-
<PAGE>   10
                      EXECUTIVE OFFICERS OF THE REGISTRANT
                      ------------------------------------


         The following list sets forth the names of the executive officers (as
defined under rules promulgated by the Securities and Exchange Commission) of
Allen, their ages and business experience during at least the last five years.

ROBERT G. PAUL - President and Chief Executive Officer; age 54.

         Mr. Paul has been President and Chief Executive Officer of the Company
since February 1991.  He was President and Chief Operating Officer of the
Company from December 1989 to February 1991, Senior Vice President - Finance
from April 1987 to December 1989, Vice President- Finance from January 1987 to
April 1987 and a Vice President from 1974 to January 1987.  He also was
President of the Antenna Specialists Company division of the Company's
subsidiary, Orion Industries, Inc. (a predecessor of ATG), from 1978 to June
1990.  Mr. Paul joined the Company in 1970 as an Assistant to the President and
also served as Assistant Treasurer from 1970 to 1972.  He was elected Treasurer
in 1972 and Vice President and Treasurer of Allen in 1974.  Mr. Paul was
appointed Vice President-Finance and Administration of the Antenna Specialists
Company division of Allen's subsidiary, Orion Industries, Inc. (the predecessor
to ATG), in 1976, its Vice President-Operations in 1977 and its President in
1978, while continuing as a Vice President of Allen.

ROBERT A. YOUDELMAN - Senior Vice President-Finance and Chief Financial
Officer; age 54.

         Mr. Youdelman joined the Company in 1977 as Director of Taxes.  In
February 1980 he was elected Vice President-Taxation, and in December 1989 was
elected Senior Vice President-Finance and Chief Financial Officer.  Mr.
Youdelman is an attorney.

ERIK H. VAN DER KAAY - Vice President; age 55.

         Mr. van der Kaay joined the Company in 1990 as President of the
Antenna Specialists Company division of Allen's subsidiary, Orion Industries,
Inc. (the predecessor to ATG).  He was elected Vice President of Allen in
February 1993.  Prior to joining Allen, Mr. van der Kaay was the Chief
Executive Officer of Millitech Corporation, a developer and manufacturer of
millimeter communication components and systems, South Deerfield,
Massachusetts, from 1988 to 1990, and Group Vice President of
Telecommunications at Avantek Inc., a developer and manufacturer of microwave
radios and CATV systems, Santa Clara, California, from 1984 to 1988.

JAMES L. LEPORTE, III - Vice President, Treasurer and Controller; age 41.

         Mr. LePorte joined the Company in 1981 as Senior Financial Analyst.
In 1983, he was appointed Manager of Financial Analysis, and, in 1984, was
named Assistant Controller.  In April 1988, Mr. LePorte was elected Controller;
in December 1990, was elected a Vice President, and in September 1995, was
elected Treasurer of the Company.


MCDARA P. FOLAN, III - Vice President, Secretary and General Counsel; age 37.

         Mr. Folan joined the Company in August 1992 as Corporate Counsel and
was elected Secretary and General Counsel in September 1992 and Vice President
in December 1994.  Prior to joining Allen, Mr. Folan was affiliated with the
law firm of Jones, Day, Reavis and Pogue, Cleveland, Ohio, from September 1987
to August 1992.  Mr. Folan is an attorney.

There is no family relationship between any of the foregoing officers.  All
officers of Allen hold office until the first meeting of directors following
the annual meeting of stockholders and until their successors have been elected
and qualified.





                                      -10-
<PAGE>   11
                                    PART II
                                    -------

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------------

         The information required by this Item is incorporated herein by
reference to the last paragraph of Note 2 "Financing" of the Notes to
Consolidated Financial Statements on page 21, and to "Exchange Listings,"
"Market Price Range of Common Stock," "Dividends Declared On Common Stock" and
"Stockholders" on page 36 of the Registrant's 1995 Annual Report to
Stockholders, a copy of which is filed as Exhibit 13 to this Report.

         In light of the Company's concentration in the rapidly growing
telecommunications industry after the spin-off of its Truck Products
businesses, the Company announced on September 14, 1995 that it has decided to
discontinue cash dividends for the foreseeable future.  The Company will be
aggressively pursuing the significant opportunities presented in the
telecommunications industry and plans on reinvesting its earnings in these
businesses.


                        ITEM 6 - SELECTED FINANCIAL DATA
                        --------------------------------

         The information required by this Item is incorporated herein by
reference to "Five Year Summary of Operations" on page 31, and to "Dividends
Declared on Common Stock" on page 36, of the Registrant's 1995 Annual Report to
Stockholders, a copy of which is filed as Exhibit 13 to this Report.


   ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
   ------------------------------------------------------------------------
                              RESULTS OF OPERATIONS
                              ---------------------

         The information required by this Item is incorporated herein by
reference to pages 32 to 35 of the Registrant's 1995 Annual Report to
Stockholders, a copy of which is filed as Exhibit 13 to this Report, as updated
below.

         Statements included in Management's Discussion and Analysis of
Financial Condition and Results of Operations which are not historical in
nature are forward-looking statements.  Such forward looking statements are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.  Forward-looking statements regarding the
Company's future business prospects, revenues, orders, sales and liquidity are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those set forth in the forward-looking statements,
including, without limitation, business conditions and growth in the general
economy and wireless telecommunications and centralized automotive emissions
inspections industries, timely development and acceptance of new products, the
impact of competitive products and pricing, changes in product mix, inventory
risk due to shifts in market demand, and other risks identified from time to
time in the Company's reports filed with the Securities Exchange Commission
pursuant to the Exchange Act of 1934.


              ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
              ----------------------------------------------------

         The information required by this Item is incorporated herein by
reference to the Consolidated Statements of Income, Consolidated Balance
Sheets, Consolidated Statements of Cash Flows and Consolidated Statements of
Stockholders' Equity on pages 15 to 18, to the Notes to Consolidated Financial
Statements on pages 19 to 29, and to the "Report of Independent Accountants" on
page 30, of the Registrant's 1995 Annual Report to Stockholders, a copy of
which is filed as Exhibit 13 to this Report.

           ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ---------------------------------------------------------
                      ACCOUNTING AND FINANCIAL DISCLOSURE
                      -----------------------------------

         Not applicable.





                                      -11-
<PAGE>   12
                                    PART III
                                    --------

            ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
            --------------------------------------------------------

         The information required by this Item relating to the Company's
executive officers is included on page 10 hereof under "EXECUTIVE OFFICERS OF
ALLEN" and is incorporated herein by reference to "EXECUTIVE COMPENSATION AND
TRANSACTIONS WITH MANAGEMENT - Employment, Termination of Employment and Change
of Control Arrangements" on pages 16 to 17 of the Registrant's definitive proxy
statement dated March 15, 1996 and filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Act of 1934.  The other
information required by this Item is incorporated herein by reference to
"ELECTION OF DIRECTORS - Information Regarding Nominees" on pages 1 to 3 of the
Registrant's definitive proxy statement dated March 15, 1996 and filed with the
Securities and Exchange Commission pursuant to Section 14(a) of the Securities
Exchange Act of 1934.


                        ITEM 11 - EXECUTIVE COMPENSATION
                        --------------------------------

         The information required by this Item is incorporated herein by
reference to "ELECTION OF DIRECTORS - Compensation of Directors" on pages 4 to
5, and to "EXECUTIVE COMPENSATION AND TRANSACTIONS WITH MANAGEMENT" on pages 6
to 19, of the Registrant's definitive proxy statement dated March 15, 1996 and
filed with the Securities and Exchange Commission pursuant to Section 14(a) of
the Securities Exchange Act of 1934.



    ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    ------------------------------------------------------------------------

         The information required by this Item is incorporated herein by
reference to "STOCK OWNERSHIP" on pages 20 to 22 of the Registrant's definitive
proxy statement dated March 15, 1996 and filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934.



            ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            --------------------------------------------------------

         The information required by this Item is incorporated herein by
reference to "EXECUTIVE COMPENSATION AND TRANSACTIONS WITH MANAGEMENT -
Transactions with Executive Officers and Directors" on page 19 of the
Registrant's definitive proxy statement dated March 15, 1996 and filed with the
Securities and Exchange Commission pursuant to Section 14(a) of the Securities
Exchange Act of 1934.





                                      -12-
<PAGE>   13
                                    PART IV
                                    -------

  ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
  --------------------------------------------------------------------------

(a)(1)     FINANCIAL STATEMENTS OF THE REGISTRANT
           --------------------------------------

    The Consolidated Financial Statements of the Registrant listed below,
    together with the Report of Independent Accountants, dated February 16,
    1996, are incorporated herein by reference to pages 15 to 30 of the
    Registrant's 1995 Annual Report to Stockholders, a copy of which is filed
    as Exhibit 13 to this Report.

           Consolidated Statements of Income for the Years Ended December 31,
           1995, 1994 and 1993

           Consolidated Balance Sheets at December 31, 1995 and 1994

           Consolidated Statements of Cash Flows for the Years Ended December
           31, 1995, 1994 and 1993

           Consolidated Statements of Stockholders' Equity for the Years Ended
           December 31, 1995, 1994 and 1993

           Notes to Consolidated Financial Statements

           Report of Independent Accountants

   (2)     FINANCIAL STATEMENT SCHEDULES
           -----------------------------

    The following additional information should be read in conjunction with the
    Consolidated Financial Statements of the Registrant described in Item
    14(a)(1) above:

           FINANCIAL STATEMENT SCHEDULES OF THE REGISTRANT
           -----------------------------------------------

           Report of Independent Accountants, on page 14 of this Report,
           relating to the financial statement schedule

           Valuation and Qualifying Accounts Schedule, on page 15 of this Report

    Schedules other than the schedule listed above are omitted because they are
    not required or are not applicable, or because the information is furnished
    elsewhere in the financial statements or the notes thereto.

    (3)    EXHIBITS*
           ---------

    The information required by this Item relating to Exhibits to this Report
is included in the Exhibit Index on pages 18 to 24 hereof.


(b) REPORTS ON FORM 8-K
    -------------------

    The Company filed a Form 8-K Current Report dated October 12, 1995 in which
    it reported under Item 2 - "Acquisition or Disposition of Assets" and Item
    7- "Financial Statements and Exhibits" that it had effected the spin-off
    distribution, on a pro rata basis, of 100% of the outstanding shares of
    common stock of the Company's wholly owned subsidiary, TransPro, Inc., to
    holders of record of the Company's common stock as of the close of business
    on September 29, 1995.

_____________________

*A copy of any of the Exhibits to this Report will be furnished to persons who
request a copy upon the payment of a fee of $.25 per page to cover the
Company's duplication and handling expenses.





                                      -13-
<PAGE>   14
                       REPORT OF INDEPENDENT ACCOUNTANTS
                       ---------------------------------




To the Board of Directors and Stockholders of
  The Allen Group Inc.:




    Our report on the consolidated financial statements of The Allen Group Inc.
has been incorporated by reference in this Annual Report on Form 10-K from page
30 of the 1995 Annual Report to Stockholders of The Allen Group Inc.  In
connection with our audits of such financial statements, we have also audited
the related financial statement schedule listed in the Index on page 13 of this
Form 10-K Annual Report.

    In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.





                                                        COOPERS & LYBRAND L.L.P.





Cleveland, Ohio
February 16, 1996





                                      -14-
<PAGE>   15
                                                                     SCHEDULE II

                              THE ALLEN GROUP INC.
                 SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
                  FOR THE THREE YEARS ENDED DECEMBER 31, 1995
                             (AMOUNTS IN THOUSANDS)




<TABLE>
<CAPTION>
           Column A                   Column B                    Column C                 Column D           Column E
-------------------------------      ---------              --------------------          ----------          --------
                                      Balance                     Additions                                    Balance
                                                            --------------------                            
                                        at                  Charged to   Charged           Deductions          at End
                                     Beginning              Costs and   to Other             from                of
           Description               of Period               Expenses   Accounts           Reserves            Period 
-------------------------------      ---------              ----------  --------          ----------          --------   
<S>                                   <C>                    <C>          <C>             <C>                 <C>
Allowance for doubtful accounts:                                        
   1995                               $ 1,684                    592           -           1,044(1)(3)        $ 1,232
                                      =======                =======      ======          ======              =======
   1994                               $ 1,270                    417           -               3(1)           $ 1,684
                                      =======                =======      ======          ======              =======
   1993                               $ 3,543                    719           -           2,992(1)(2)        $ 1,270
                                      =======                =======      ======          ======              =======
</TABLE>





(1)    Represents the write-off of uncollectible accounts, less recoveries.

(2)    Includes the elimination of related balances for its Allen Testproducts
       division and leasing subsidiary sold in 1993.

(3)    Includes the elimination of related balances for its Truck Products
       Business spun off in 1995.





                                      -15-
<PAGE>   16

                                   SIGNATURES
                                   ----------


 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        THE ALLEN GROUP INC.               
                                        --------------------
                                           (Registrant)                    
                                                                           
                                                                           
                                                                           
                                        By   /s/ Robert A. Youdelman  
                                           ------------------------------
                                                Robert A. Youdelman        
                                           Senior Vice President-Finance   



Date:   March 29, 1996    
     --------------------


 Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



    /s/ Robert G. Paul                            March 29, 1996
   ---------------------------------------------
   Robert G. Paul, President, Chief Executive
   Officer and Director
   (Principal Executive Officer)


    /s/ Robert A. Youdelman                       March 29, 1996
   ---------------------------------------------
   Robert A. Youdelman, Senior Vice President-
   Finance (Principal Financial Officer)


    /s/ James L. LePorte                          March 29, 1996
   ---------------------------------------------                
   James L. LePorte, Vice President, Treasurer                  
   and Controller (Principal Accounting Officer)                
                                                                
                                                                
    /s/ George A. Chandler                        March 29, 1996
   ---------------------------------------------
   George A. Chandler, Director


    /s/ Philip W. Colburn                         March 29, 1996
   ---------------------------------------------
   Philip W. Colburn, Chairman of the Board
   and Director

    /s/ Jill K. Conway                            March 29, 1996
   ---------------------------------------------                
   Jill K. Conway, Director                                     
                                                                
                                                                
    /s/ Albert H. Gordon                          March 29, 1996
   ---------------------------------------------
   Albert H. Gordon, Director

                                      -16-
<PAGE>   17
    /s/ William O. Hunt                           March 29, 1996
   ---------------------------------------------                
   William O. Hunt, Director                                    
                                                                
                                                                
    /s/ J. Chisholm Lyons                         March 29, 1996
   ---------------------------------------------                
   J. Chisholm Lyons, Director                                  
                                                                
                                                                
    /s/ John F. McNiff                            March 29, 1996
   ---------------------------------------------                
   John F. McNiff, Director                                     
                                                                
                                                                
    /s/ Charles W. Robinson                       March 29, 1996
   ---------------------------------------------                
   Charles W. Robinson, Director                                
                                                                
                                                                
    /s/ William M. Weaver, Jr.                    March 29, 1996
   ---------------------------------------------
   William M. Weaver, Jr., Director





                                      -17-
<PAGE>   18

                                 EXHIBIT INDEX
                                 -------------

EXHIBIT NUMBERS                                                       PAGES
---------------                                                       -----

   (3)    Certificate of Incorporation and By Laws -

(a)    Restated Certificate of Incorporation (filed as
       Exhibit Number 3(a) to Registrant's Form 10-K
       Annual Report for the fiscal year ended December
       31, 1984 (Commission file number 1-6016) and
       incorporated herein by reference)........................    -

(b)    Certificate of Designations, Powers, Preferences
       and Rights of the $1.75 Convertible Exchangeable
       Preferred Stock, Series A (filed as Exhibit Number
       3(b) to Registrant's Form 10-K Annual Report for
       the fiscal year ended December 31, 1986
       (Commission file number 1-6016) and incorporated
       herein by reference) ....................................    -

(c)    Certificate of Amendment of Restated Certificate
       of Incorporation (filed as Exhibit Number 3(c) to
       Registrant's Form 10-K Annual Report for the fiscal
       year ended December 31, 1987 (Commission file number
       1-6016) and incorporated herein by reference) ...........    -

(d)    Certificate of Designations, Powers, Preferences
       and Rights of the Variable Rate Preferred Stock,
       Series A (filed as Exhibit Number 3(d) to
       Registrant's Form 10-K Annual Report for the fiscal
       year ended December 31, 1987 (Commission file number
       1-6016) and incorporated herein by reference) ...........    -

(e)    Certificate of Designation, Preferences and Rights
       of Series B Junior Participating Preferred Stock
       (filed as Exhibit Number 3(e) to Registrant's
       Form 10-K Annual Report for the fiscal year
       ended December 31, 1987 (Commission file number
       1-6016) and incorporated herein by reference) ...........    -

(f)    Certificate Eliminating Variable Rate Preferred
       Stock, Series A (filed as Exhibit Number 3(f) to
       Registrant's Form 10-K Annual Report for the fiscal
       year ended December 31, 1989 (Commission file
       number 1-6016) and incorporated herein by
       reference) ..............................................    -

(g)    Certificate of Amendment of Restated Certificate
       of Incorporation (filed as Exhibit Number 3(g) to
       Registrant's Form 10-K Annual Report for the fiscal
       year ended December 31, 1993 (Commission file number
       1-6016) and incorporated herein by reference)............    -

(h)    Certificate Eliminating $1.75 Convertible Exchangeable
       Preferred Stock, Series A (filed as Exhibit Number 3(h)
       to Registrant's Form 10-K Annual Report for the fiscal
       year ended December 31, 1993 (Commission file number
       1-6016) and incorporated herein by reference)............    -

(i)    By-Laws, as amended through September 10, 1992 (filed
       as Exhibit Number 3(g) to Registrant's Form 10-K
       Annual Report for the fiscal year ended December 31, 1992
       (Commission file number 1-6016) and incorporated herein
       by reference).............................................   -



                                     -18-
<PAGE>   19
(4)    Instruments defining the rights of security holders -

       (a)    Rights Agreement, dated as of January 7, 1988,                 
              between the Registrant and Manufacturers Hanover               
              Trust Company (filed as Exhibit Number 4 to                    
              Registrant's Form 8-K Current Report dated                     
              January 7, 1988 (Commission file number 1-6016)                
              and incorporated herein by reference) ...................    - 
                                                                             
       (b)    Credit Agreement, dated as of December 18, 1995,               
              among the Registrant, MARTA Technologies, Inc.,                
              the Banks signatories thereto, and Bank of Montreal,           
              as agent ................................................    25
                                                                             
              Additional information concerning Registrant's long-           
              term debt is set forth in Note 2, "Financing," of              
              the Notes to Consolidated Financial Statements                 
              on pages 20 to 21 of Registrant's 1995 Annual                  
              Report to Stockholders, a copy of which is filed               
              as Exhibit 13 to this Report.  Other than the                  
              Credit Agreement referred to above, no instrument              
              defining the rights of holders of such long-term               
              debt relates to securities having an aggregate                 
              principal amount in excess of 10% of the consolidated          
              assets of Registrant and its subsidiaries; therefore,          
              in accordance with paragraph (iii) of Item 4 of                
              Item 601(b) of Regulation S-K, the other instruments           
              defining the rights of holders of long-term debt               
              are not filed herewith.  Registrant hereby agrees              
              to furnish a copy of any such other instrument to              
              the Securities and Exchange Commission upon request.           

(10)          Material contracts (Other than Exhibit 10(a), all
              of the exhibits listed as material contracts                   
              hereunder are management contracts or compensatory             
              plans or arrangements required to be filed as                  
              exhibits to this Report pursuant to Item 14(c)                 
              of this Report.)..........................................   - 
                                                                             
       (a)    Contribution Agreement, dated September 29, 1995,              
              between Registrant and TransPro, Inc. (filed as                
              Exhibit Number 2.1 to Registrant's Form 8-K dated              
              October 12, 1995) (Commission file number 1-6016)              
              and incorporated herein by reference) ....................   - 
                                                                             
       (b)    The Allen Group Inc. 1982 Stock Plan, as amended               
              through November 3, 1987 (filed as Exhibit Number 10(c)        
              to Registrant's Form 10-K Annual Report for the fiscal         
              year ended December 31, 1987 (Commission file number           
              1-6016) and incorporated herein by reference).............   - 
                                                                             
       (c)    Amendment, dated as of December 4, 1990, to The Allen          
              Group Inc. 1982 Stock Plan, as amended (filed as Exhibit       
              Number 10(d) to Registrant's Form 10-K Annual Report           
              for the fiscal year ended December 31, 1990 (Commission        
              file number 1-6016) and incorporated herein by reference).   - 
                                                                             
       (d)    Amendment, dated as of June 14, 1995, to The Allen             
              Group Inc. 1982 Stock Plan, as amended (filed as               
              Exhibit Number 10.1 to Registrant's Form 10-Q                  
              Quarterly Report for the quarterly period ended                
              June 30, 1995 (Commission file number 1-6016) and              
              incorporated herein by reference ........................    - 


                                     -19-
<PAGE>   20
       (e)    Form of Restricted Stock Agreement pursuant to The             
              Allen Group Inc. 1982 Stock Plan, as amended                   
              (filed as Exhibit Number 10(e) to Registrant's                 
              Form 10-K Annual Report for the fiscal year ended              
              December 31, 1990 (Commission file number 1-6016)              
              and incorporated herein by reference) ....................   - 
                                                                             
       (f)    The Allen Group Inc. 1992 Stock Plan (filed as Exhibit         
              Number 10(f) to Registrant's Form 10-K Annual Report           
              for the fiscal year ended December 31, 1992 (Commission        
              file number 1-6016) and incorporated herein by reference).   - 
                                                                             
       (g)    Amendment to The Allen Group Inc. 1992 Stock Plan, dated       
              September 13, 1994 (filed as Exhibit Number 10 to the          
              Registrant's Form 10-Q Quarterly Report for the quarterly      
              period ended September 30, 1994 (Commission file number        
              1-6016) and incorporated herein by reference).............   - 
                                                                             
       (h)    Second Amendment to The Allen Group Inc. 1992 Stock Plan,      
              dated February 23, 1994 (filed as Exhibit Number 10(h) to      
              Registrant's Form 10-K Annual Report for the fiscal year       
              ended December 31, 1994 (Commission file number 1-6016)        
              and incorporated herein by reference ....................    - 
                                                                             
       (i)    Third Amendment to The Allen Group Inc. 1992 Stock Plan,       
              dated February 23, 1994 (filed as Exhibit Number 10(i)         
              to Registrant's Form 10-K Annual Report for the fiscal         
              year ended December 31, 1994 (Commission file number           
              1-6016) and incorporated herein by reference) ............   - 
                                                                             
       (j)    Fourth Amendment to The Allen Group Inc. 1992 Stock Plan,      
              dated as of June 14, 1995 (filed as Exhibit Number 10.2        
              to Registrant's Form 10-Q Quarterly Report for the             
              quarterly period ended June 30, 1995 (Commission file          
              number 1-6016) and incorporated herein by reference) .....   - 
                                                                             
       (k)    Form of Restricted Stock Agreement pursuant to 1992            
              Stock Plan (Salary Increase Deferral), dated                   
              November 30, 1993, entered into by the Registrant              
              with certain executive and divisional officers (filed          
              as Exhibit Number 10(g) to Registrant's Form 10-K              
              Annual Report for the fiscal year ended December 31,           
              1993 (Commission file number 1-6016) and incorporated          
              herein by reference) .....................................   - 
                                                                             
       (l)    Form of Restricted Stock Agreement pursuant to 1992            
              Stock Plan (Salary Increase Deferral), dated                   
              April 28, 1992, entered into by the Registrant with            
              certain executive and divisional officers (filed               
              as Exhibit Number 10(g) to Registrant's Form 10-K              
              Annual Report for the fiscal year ended December 31,           
              1992 (Commission file number 1-6016) and incorporated          
              herein by reference) .....................................   - 
                                                                             
       (m)    Amendment to Restricted Stock Agreements pursuant to           
              1992 Stock Plan (Salary Increase Deferral), dated              
              February 22, 1995 (filed as Exhibit Number 10(l) to            
              Registrant's Form 10-K Annual Report for the fiscal            
              year ended December 31, 1994 (Commission file number           
              1-6016) and incorporated herein by reference) ............   - 
                                                                             
       (n)    Form of Non-Qualified Option to Purchase Stock                 
              granted to certain directors of the Registrant                 
              on September 12, 1989 (filed as Exhibit Number                 
              10(e) to Registrant's Form 10-K Annual Report                  
              for the fiscal year ended December 31, 1989                    
              (Commission file number 1-6016) and incorporated               
              herein by reference) .....................................   - 


                                     -20-
<PAGE>   21
       (o)    The Allen Group Inc. 1994 Non-Employee Directors               
              Stock Option Plan (filed as Exhibit A to Registrant's          
              Proxy Statement dated March 17, 1994 (Commission file          
              number 1-6016) and incorporated herein by reference)......   - 
                                                                             
       (p)    Form of Non-Qualified Option to Purchase Stock pursuant        
              to The Allen Group Inc. 1994 Non-Employee Directors            
              Stock Option Plan (filed as Exhibit Number 10(o) to            
              Registrant's Form 10-K Annual Report for the fiscal            
              year ended December 31, 1994 (Commission file number           
              1-6016) and incorporated herein by reference) ............   - 
                                                                             
       (q)    The Allen Group Inc. Amended and Restated Key                  
              Management Deferred Bonus Plan (incorporating                  
              all amendments through February 27, 1992) (filed as            
              Exhibit Number 10(i) to Registrant's Form 10-K Annual          
              Report for the fiscal year ended December 31, 1992             
              (Commission file number 1-6016) and incorporated               
              herein by reference)......................................   - 
                                                                             
       (r)    Form of Restricted Stock Agreement pursuant to                 
              1992 Stock Plan and Key Management Deferred                    
              Bonus Plan (filed as Exhibit Number 10(j) to Registrant's      
              Form 10-K Annual Report for the fiscal year ended              
              December 31, 1992 (Commission file number 1-6016)              
              and incorporated herein by reference).....................   - 
                                                                             
       (s)    Form of Severance Agreement, dated as of November              
              3, 1987, entered into by the Registrant with                   
              certain executive officers, officers and division              
              presidents (filed as Exhibit Number 10(g) to                   
              Registrant's Form 10-K Annual Report for the                   
              fiscal year ended December 31, 1987 (Commission                
              file number 1-6016) and incorporated herein by                 
              reference) ...............................................   - 
                                                                             
       (t)    Form of Amendment, dated December 5, 1989, to                  
              Severance Agreement entered into by the Registrant             
              with certain executive officers, officers and division         
              presidents (filed as Exhibit Number 10(j) to                   
              Registrant's Form 10-K Annual Report for the fiscal            
              year ended December 31, 1989 (Commission file number           
              1-6016) and incorporated herein by reference) ............   - 
                                                                             
       (u)    The Allen Group Inc. Master Discretionary Severance            
              Pay Plan, effective January 1, 1993 (filed as Exhibit          
              10(t) to Registrant's Form 10-K Annual Report for the          
              fiscal year ended December 31, 1994 (Commission file           
              number 1-6016) and incorporated herein by reference) .....   - 
                                                                             
       (v)    Key Employee Severance Policy adopted by the                   
              Registrant on November 3, 1987 (filed as Exhibit               
              Number 10(h) to Registrant's Form 10-K Annual                  
              Report for the fiscal year ended December 31, 1987             
              (Commission file number 1-6016) and incorporated               
              herein by reference) .....................................   - 
                                                                             
       (w)    Amendment, dated May 14, 1991, to Key Employee                 
              Severance Policy adopted by the Registrant on                  
              November 3, 1987 (filed as Exhibit Number 10(n) to             
              Registrant's Form 10-K Annual Report for the                   
              fiscal year ended December 31, 1992 (Commission                
              file number 1-6016) and incorporated herein by                 
              reference)................................................   - 

                                     -21-
<PAGE>   22
       (x)    Amendment No. 2, dated February 22, 1996, to Key                
              Employee Severance Policy ................................   127
                                                                              
       (y)    Employment Agreement, dated June 28, 1988, between              
              the Registrant and Philip Wm. Colburn (filed as                 
              Exhibit Number 10(m) to Registrant's Form 10-K                  
              Annual Report for the fiscal year ended December 31,            
              1988 (Commission file number 1-6016) and incorporated           
              herein by reference) .....................................   -  
                                                                              
       (z)    Amendment, dated as of February 27, 1992, of Employment         
              Agreement, dated June 28, 1988, between the Registrant          
              and Philip Wm. Colburn (filed as Exhibit Number 10(p) to        
              Registrant's Form 10-K Annual Report for the fiscal             
              year ended December 31, 1992 (Commission file number            
              1-6016) and incorporated herein by reference).............   -  
                                                                              
       (aa)   Amendment, dated as of February 26, 1991, of                    
              Employment Agreement, dated June 28, 1988, between              
              the Registrant and Philip Wm. Colburn (filed as                 
              Exhibit Number 10(n) to Registrant's Form 10-K Annual           
              Report for the fiscal year ended December 31, 1990              
              (Commission file number 1-6016) and incorporated herein         
              by reference) ............................................   -  
                                                                              
       (bb)   Amended and Restated Post Employment Consulting                 
              Agreement, dated as of December 20, 1990, between               
              the Registrant and Philip Wm. Colburn (filed as                 
              Exhibit Number 10(o) to Registrant's Form 10-K Annual           
              Report for the fiscal year ended December 31, 1990              
              (Commission file number 1-6016) and incorporated herein         
              by reference) ............................................   -  
                                                                              
       (cc)   Amended and Restated Supplemental Pension Benefit               
              Agreement, dated as of December 20, 1990, between               
              the Registrant and Philip Wm. Colburn (filed as                 
              Exhibit Number 10(p) to Registrant's Form 10-K Annual           
              Report for the fiscal year ended December 31, 1990              
              (Commission file number 1-6016) and incorporated herein         
              by reference) ............................................   -  
                                                                              
       (dd)   Insured Supplemental Retirement Benefit Agreement,              
              dated as of September 4, 1985, between the Registrant           
              and Philip Wm. Colburn (filed as Exhibit Number 10(l)           
              to Registrant's Form 10-K Annual Report for the fiscal          
              year ended December 31, 1987 (Commission file number            
              1-6016) and incorporated herein by reference) ............   -  
                                                                              
       (ee)   Split Dollar Insurance Agreement, dated as of July 1,           
              1991, between the Registrant and Philip Wm. Colburn             
              (filed as Exhibit Number 10(u) to Registrant's Form 10-K        
              Annual Report for the fiscal year ended December 31,            
              1992 (Commission file number 1-6016) and incorporated           
              herein by reference.......................................   -  
                                                                              
       (ff)   Supplemental Pension Benefit Agreement, dated                   
              as of December 6, 1983, between the Registrant and              
              J. Chisholm Lyons (filed as Exhibit Number 10(r) to             
              Registrant's Form 10-K Annual Report for the fiscal             
              year ended December 31, 1983 (Commission file                   
              number 1-6016) and incorporated herein by reference)......   -  


                                     -22-
<PAGE>   23
       (gg)   Amendment, dated as of December 20, 1990, of                    
              Supplemental Pension Benefit Agreement, dated as of             
              December 6, 1983, between the Registrant and                    
              J. Chisholm Lyons (filed as Exhibit Number 10(s)                
              to Registrant's Form 10-K Annual Report for the                 
              fiscal year ended December 31, 1990 (Commission file            
              number 1-6016) and incorporated herein by reference)......   -  
                                                                              
       (hh)   Post Employment Consulting Agreement, dated as of               
              September 12, 1989, between the Registrant and                  
              J. Chisholm Lyons (filed as Exhibit Number 10(s) to             
              Registrant's Form 10-K Annual Report for the fiscal             
              year ended December 31, 1989 (Commission file number            
              1-6016) and incorporated herein by reference).............   -  
                                                                              
       (ii)   Amendment, dated as of December 20, 1990, of                    
              Post Employment Consulting Agreement, dated as of               
              September 12, 1989, between the Registrant and                  
              J. Chisholm Lyons (filed as Exhibit Number 10(u) to             
              Registrant's Form 10-K Annual Report for the fiscal             
              year ended December 31, 1990 (Commission file number            
              1-6016) and incorporated herein by reference).............   -  
                                                                              
       (jj)   Employment Agreement, dated June 25, 1991, between              
              the Registrant and Robert G. Paul (filed as Exhibit             
              Number 10(x) to Registrant's Form 10-K Annual                   
              Report for the fiscal year ended December 31, 1991              
              (Commission file number 1-6016) and incorporated                
              herein by reference)......................................   -  
                                                                              
       (kk)   Supplemental Target Pension Benefit Agreement, dated            
              as of January 1, 1996, between the Registrant and               
              Robert G. Paul ...........................................   128
                                                                              
       (ll)   Form of Split Dollar Insurance Agreement, dated as of           
              November 1, 1991, entered into by the Registrant with           
              certain executive and divisional officers (filed as             
              Exhibit Number 10(bb) to Registrant's Form 10-K Annual          
              Report for the fiscal year ended December 31, 1992              
              (Commission file number 1-6016) and incorporated herein         
              by reference .............................................   -  
                                                                              
       (mm)   The Allen Group Inc. Deferred Compensation Plan,                
              effective December 1, 1995 ...............................   145
                                                                              
       (nn)   The Allen Group Inc. Restoration Plan, effective                
              January 1, 1996 ..........................................   166
                                                                              
       (oo)   Comsearch Division Supplemental Savings Plan, effective         
              January 1, 1995 ..........................................   178
                                                                              
       (pp)   Form of Supplemental Target Pension Benefit Agreement,          
              dated as of January 1, 1996, entered into by the                
              Registrant with certain executive and divisional                
              officers .................................................   193

       (11)   Statement re Computation of Earnings Per                        
              Common Share .............................................   211
                                                                              
       (13)   1995 Annual Report to Stockholders*.......................   212
                                                                              
       (21)   Subsidiaries of the Registrant ...........................   252
                                                                              
       (23)   Consent of Independent Accountants .......................   254
                                                                              
       (27)   Financial Data Schedule...................................   255


                                     -23-
<PAGE>   24
*      Furnished for the information of the Securities and Exchange     
       Commission and not to be deemed "filed" as part of this Report except
       for the Consolidated Financial Statements of the Registrant and the
       Accountants' Report on pages 15 to 29 of said Annual Report to
       Stockholders and the other information incorporated by reference in
       Items 1 and 3 of Part I hereof and Items 5 to 8 of Part II hereof.


   A copy of any of these Exhibits will be furnished to persons who request a
   copy upon the payment of a fee of $.25 per page to cover the Company's
   duplication and handling expenses.





                                     -24-