-21-
                                                             Exhibit 99




               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549




                           FORM 11-K

                         ANNUAL REPORT
                PURSUANT TO SECTION 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

(Mark One):

[X]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 1996

                               OR

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ______ to ______

Commission file number 1-6016


     A.   Full title of the plan and the address of the plan, if
different from that of the issuer named below:

      ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
(FORMERLY THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN)

     B.   Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office:

               ALLEN TELECOM INC. (the "Company")
               25101 Chagrin Boulevard
               Beachwood, Ohio  44122








                       ALLEN TELECOM INC.

                EMPLOYEE BEFORE-TAX SAVINGS PLAN

    INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES





     Report of Independent Accountants                    3 - 4

     Financial Statements:
          Statements of Net Assets Available for
             Benefits - December 31, 1996 and 1995          5

     Statements of Changes in Net Assets Available
          for Benefits for the years ended
          December 31, 1996 and 1995                      6 - 11

     Notes to Financial Statements                       12 - 19

     Supplemental Schedules:

          Assets Held for Investment Purposes
             at December 31, 1996                        20

          5% Reportable Transactions for the
             year ended December 31, 1996                21







               REPORT OF INDEPENDENT ACCOUNTANTS



To the Employee Before-Tax Savings Committee
  and the Participants in the Allen Telecom Inc.
  Employee Before-Tax Savings Plan:



We have audited the accompanying Statements of Net Assets Available for
Benefits of the ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN  as
of December 31, 1996 and 1995, and the related Statements of Changes in
Net  Assets  Available for Benefits for each of the two  years  in  the
period  ended  December 31, 1996. These financial  statements  are  the
responsibility  of  the Plan's management.  Our  responsibility  is  to
express an opinion on these financial statements based on our audits.

We  conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the  audit
to  obtain  reasonable assurance about whether the financial statements
are  free of material misstatement.  An audit includes examining, on  a
test  basis,  evidence supporting the amounts and  disclosures  in  the
financial  statements. An audit also includes assessing the  accounting
principles used and significant estimates made by management,  as  well
as evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In  our  opinion,  the financial statements referred to  above  present
fairly, in all material respects, the net assets available for benefits
of  the  ALLEN  TELECOM INC. EMPLOYEE BEFORE-TAX  SAVINGS  PLAN  as  of
December 31, 1996 and 1995 and the changes in net assets available  for
benefits  for  each of the two years in the period ended  December  31,
1996 in conformity with generally accepted accounting principles.

Our  audits were performed for the purpose of forming an opinion on the
basic   financial  statements  taken  as  a  whole.   The  supplemental
schedules  listed  in  the accompanying index  are  presented  for  the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by  the
Department  for  Labor's  Rules  and  Regulations  for  Reporting   and
Disclosure under the Employee Retirement Income Security Act  of  1974.
The  Fund  Information in the Statement of Changes Net Assets Available
for  Benefits  and Note 3 to the financial statements is presented  for
purposes  of additional analysis rather than to present the changes  in
net                 assets                available                 for
benefits of each fund.  The supplemental schedules and Fund Information
have been subjected to the auditing procedures applied in the audits of
the  basic financial statements and, in our opinion, are fairly  stated
in  all material respects in relation to the basic financial statements
taken as a whole.



                                         COOPERS & LYBRAND L.L.P.




Cleveland, Ohio
April 18, 1997



<TABLE>


          ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
            STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                                   
<CAPTION>
                                                 December 31,
                                              1996           1995
<S>                                       <C>           <C>
ASSETS:                                                  
Investments, at market value                                        
  (Note 3)                                 $21,640,376   $19,426,550
Loans receivable from participants                                  
  (Note 6)                                   1,153,673       982,716
        Total Investments                   22,794,049    20,409,266
                                                                    
Contributions receivable (Note 4):                                  
     Participants                              251,502       234,707
     Company                                   453,518       306,512
Other receivables                               39,170        36,389
Cash and equivalents                           158,453        84,889
     Total Assets                           23,696,692    21,071,763
                                                                    
LIABILITIES:                                                        
Accrued expenses and other liabilities          44,735        82,537
     Net Assets available for benefits     $23,651,957   $20,989,226






The Notes are an integral part of these statements.

</TABLE>



<TABLE>
               ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
           STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996

<CAPTION>
                                    Fidelity        Fidelity       Fidelity         Allen          Hartford           
                                     Managed        Equity -      Retirement        Common          Fixed             
                                     Income          Income         Growth          Stock           Income       Sub-Total
                                    Portfolio         Fund           Fund            Fund            Fund       (To Page 8)
<S>                                <C>               <C>          <C>             <C>            <C>              <C>
1995                                                                                                                         
Net assets available for           $2,308,261        $2,200,586   $2,073,493      $5,746,493     $4,293,950       $16,622,783
 benefits, January 1, 1995
Contributions (Note 4)                354,783        524,288         544,367       1,624,657         21,251         3,069,346
Investment income:                                                                                                           
 Dividends                                  -        172,995         260,187          39,775              -           472,957
 Interest                             139,474          1,587           1,740           5,077        234,076           381,954
Spin-off distribution (Note 8)              -              -               -               -              -                 -
Other income                                -              -               -          44,836          4,180            49,016
Net appreciation (deprecia-                                                                                                  
 tion) in the fair value of                                                                                                  
 investments                                -        526,252         274,750        (425,550)             -           375,452
Withdrawals and distributions                                                                                              
 (Note 5)                            (333,690)      (238,287)       (209,210)       (553,210)      (253,100)    (1,587,497)
Administrative expenses               (39,410)        (8,141)         (1,790)        (27,797)       (47,259)      (124,397)
Interfund Activity:                                                                                                        
 Interfund transfers               (2,444,355)        182,057        177,541         954,763       (788,654)    (1,918,648)
 Interfund loans                       15,181        (14,195)        (6,474)          70,570       (210,347)      (145,265)
Net assets available for                                                                                                     
 benefits, December 31, 1995       $      244     $3,347,142      $3,114,604      $7,479,614     $3,254,097       $17,195,701
                                                                                                                           
                                                                        

The Notes are an integral part of these statements.

</TABLE>
                                                                                


<TABLE>
               ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
     STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996

<CAPTION>
                                   Fidelity       Fidelity       Fidelity         Allen          Hartford             
                                   Managed        Equity -      Retirement       Common           Fixed               
                                    Income         Income         Growth          Stock           Income          Sub-Total
                                  Portfolio         Fund           Fund           Fund             Fund          (To Page 9)
<S>                               <C>            <C>            <C>            <C>              <C>           <C>
1996                                                                                                                           
Net assets available for          $      244     $3,347,142     $3,114,604     $7,479,614       $3,254,097    $17,195,701
 benefits, January 1, 1996
Contributions (Note 4)                     -        707,140        821,383      1,776,148                -      3,304,671
Investment income:                                                                                                       
 Dividends                                 -        239,412        422,906            477           22,034        684,829
 Interest                                  -         14,978         13,009         30,632                -         58,619
Net appreciation (deprecia-                                                                                              
 tion) in the fair value of                                                                                              
 investments                               -        363,065       (198,425)       797,320                -        961,960
Withdrawals and distributions                                                                                              
 (Note 5)                                  -       (917,384)      (683,386)      (481,120)         (69,402)     (2,151,292)
Administrative expenses                    -         (1,528)        (1,317)        (1,952)            (417)         (5,214)
Interfund Activity:                                                                                                      
 Interfund transfers                    (244)       493,906        252,893       (579,154)      (3,182,410)   (3,015,009)
 Interfund loans                           -        (60,723)       (66,666)        66,293          (23,902)      (84,998)
Net assets available for                                                                                                 
benefits, December 31, 1996         $      -     $4,186,008     $3,675,001     $9,088,258       $        -    $16,949,267
                                                                                                                         
                                                                                




The Notes are an integral part of these statements.

</TABLE>



<TABLE>

               ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
     STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996

<CAPTION>
                                  Carryforward      TransPro        Morley      Participant     Janus            
                                      Total       Common Stock   Stable Value      Loan       Worldwide     Sub-Total
                                  (From Page 6)       Fund           Fund         Account        Fund      (To Page 10)
<S>                               <C>               <C>            <C>          <C>           <C>          <C>
1995                                                                                                                    
Net assets available for          $16,622,783       $      -       $       -    $1,066,403    $       -    $17,689,186
 benefits, January 1, 1995
Contributions (Note 4)              3,069,346              -         147,826             -            -      3,217,172
Investment income:                                                                                                    
 Dividends                            472,957              -               -             -            -        472,957
 Interest                             381,954            119             812        96,715            -        479,600
Spin-off distribution (Note 8)              -        847,930               -             -            -        847,930
Other income                           49,016              -               -             -            -         49,016
Net appreciation (deprecia-                                                                                           
 tion) in the fair value of                                                                                           
 investments                          375,452         (142,249)        3,937             -            -        237,140
Withdrawals and distributions                                                                                         
 (Note 5)                          (1,587,497)       (31,561)        (2,734)      (213,338)           -    (1,835,130)
Administrative expenses              (124,397)            (3)       (44,245)             -            -      (168,645)
Interfund Activity:                                                                                                   
 Interfund transfers               (1,918,648)      (510,442)      2,559,110      (130,020)           -              -
 Interfund loans                     (145,265)             -          12,513       132,752            -     _________-
Net assets available for                                                                                              
benefits, December 31, 1995       $17,195,701       $163,794      $2,677,219    $  952,512    $       -    $20,989,226
                                                                                                                      
                                                                                



The Notes are an integral part of these statements.

</TABLE>


<TABLE>

               ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
     STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996

<CAPTION>
                                                                                                                        
                                  Carryforward       TransPro        Morley       Participant         Janus             
                                      Total        Common Stock   Stable Value        Loan          Worldwide       Sub-Total
                                  (From Page 7)        Fund           Fund          Account           Fund        (To Page 11)
<S>                                <C>             <C>               <C>          <C>                <C>           <C>       
1996                                                                                                                            
Net assets available for                                                                                                      
 benefits, January 1, 1996         $17,195,701     $  163,794        $2,677,219   $  952,512         $       -     $20,989,226
Contributions (Note 4)               3,304,671              -           481,396            -             8,261       3,794,328
Investment income:                                                                                                            
 Dividends                             684,829          2,885                 -            -                 -         687,714
 Interest                               58,619             13            30,452            -                 -          89,084
Net appreciation (deprecia-                                                                                                   
 tion) in the fair value of                                                                                                   
 investments                           961,960        (17,731)        250,167              -                 -       1,194,396
Withdrawals and distributions                                                                                                  
 (Note 5)                           (2,151,292)      (133,638)      (1,335,665)      590,194                 -      (3,030,401)
Administrative expenses                 (5,214)             -         (83,395)             -                 -         (88,609)
Interfund Activity:                                                                                                            
 Interfund transfers                (3,015,009)       (15,323)      3,772,966       (742,667)                -             (33)
 Interfund loans                       (84,998)             -        (237,078)       322,076                 -               -
Net assets available for                                                                                                      
benefits, December 31, 1996        $16,949,267     $        -     $5,556,062      $1,122,115         $   8,261     $23,635,705
                                                                                                                              
                                                                                




The Notes are an integral part of these statements.

</TABLE>


<TABLE>

               ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
     STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996

<CAPTION>
                                                                                         Invesco               
                                     Carryforward        Schwab                          Strategic              
                                        Total         S&P 500 Index      Oakmark         Technology             
                                    (From Page 8)         Fund             Fund             Fund             Total
<S>                                  <C>               <C>               <C>              <C>                <C>
1995                                                                                                                    
Net assets available for             $17,689,186       $        -        $       -        $        -         $17,689,186
 benefits, January 1, 1995
Contributions (Note 4)                 3,217,172                -                -                 -         3,217,172
Investment income:                                                                                                      
 Dividends                               472,957                -                -                 -             472,957
 Interest                                479,600                -                -                 -             479,600
Spin-off distribution (Note 8)           847,930                -                -                 -             847,930
Other income                              49,016                -                -                 -              49,016
Net appreciation (deprecia-                                                                                             
 tion) in the fair value of                                                                                             
 investments                             237,140                -                -                 -             237,140
Withdrawals and distributions                                                                                         
 (Note 5)                              (1,835,130)              -                -                 -       (1,835,130)
Administrative expenses                  (168,645)              -                -                 -         (168,645)
Interfund Activity:                                                                                                     
 Interfund transfers                           -                -                -                 -                   -
 Interfund loans                               -                -                -                 -                   -
Net assets available for                                                                                                
benefits, December 31, 1995          $20,989,226       $        -       $        -        $        -         $20,989,226
                                                                                                                        
                                                                                

The Notes are an integral part of these statements.

</TABLE>



<TABLE>
               ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
     STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996

<CAPTION>
                                      Carryforward        Schwab                           Strategic             
                                         Total         S&P 500 Index       Oakmark         Technology            
                                     (From Page 9)         Fund              Fund             Fund             Total
<S>                                    <C>              <C>              <C>                <C>            <C>
1996                                                                                                                     
Net assets available for               $20,989,226      $         -      $         -        $        -     $20,989,226
 benefits, January 1, 1996
Contributions (Note 4)                   3,794,328            2,455            7,162             6,588       3,810,533
Investment income:                                                                                                    
 Dividends                                 687,714                -                -                 -         687,714
 Interest                                   89,084                -               14                 -          89,098
Net appreciation (deprecia-                                                                                           
 tion) in the fair value of                                                                                           
 investments                             1,194,396                -                -                 -       1,194,396
Withdrawals and distributions                                                                                         
 (Note 5)                              (3,030,401)                -                -                 -     (3,030,401)
Administrative expenses                   (88,609)                -                -                 -        (88,609)
Interfund Activity:                                               -                -                                  
 Interfund transfers                          (33)                -               33                 -               -
 Interfund loans                                -                 -                -                 -               -
Net assets available for                                                                                              
 benefits, December 31, 1996          $23,635,705       $    2,455       $     7,209        $   6,588     $23,651,957
                                                                                                                      
                                                                                



The Notes are an integral part of these statements.
</TABLE>




1.   OPERATIONS

       Effective  February  28,  1997,  the name  of  the  Allen  Group Inc.
 Employee  Before-Tax  Savings  Plan  was  amended  to  the  Allen  Telecom 
Inc. Employee Before-Tax   Savings   Plan   (the   "Plan").   This    change 
is consistent   with   The  Allen  Group  Inc.  company  name   change   to 
Allen Telecom   Inc.   (the  "Company"),  which  was  also  effective 
February   28, 1997.

      The  Plan  is  designed  to offer employees of  the  Company,  who
choose to  participate,  a  form  of  savings that allows for  a  deferral
of  current income  taxes  while  saving  for  retirement.   The  Plan  is
administered  by the   Allen   Telecom   Inc.   Employee  Before-Tax   Savings
Committee   (the "Committee")  which  is  comprised  of  management  personnel
and  officers  of the Company.

2.   SUMMARY OF ACCOUNTING POLICIES

       Participants'   contributions  to  the   Plan   are   invested   by 
the Trustee   in   the   investment  options  made  available   by   the 
Committee ("Investment   Funds"),  as  directed  by  participants.   The 
Committee   may at  any  time  or  from  time  to time, at its sole
discretion,  add  or  delete funds    in   which   participant   contributions 
may   be   invested.     The Company's   contributions   to  the  Plan,  if
any,   are   invested   by   the Trustee  exclusively  in  the  Allen  Common
Stock  Fund  (see  Note   4).   In 1996,   Investment   Fund  options  included
the  Allen  Common   Stock   Fund, selected   registered  investment  entities
(i.e.,  mutual   funds)   including Fidelity   Equity-Income,  Fidelity 
Retirement  Growth,   and   Morley   Stable Value   Funds.   In  December  1996,
the  Janus  Worldwide,  Schwab   S&P   500 Index,   Oakmark,   and   Invesco
Strategic  Technology   mutual   funds   were added   as   Investment  Fund
options.   In  1995,  a  deposit   administration contract   (the   "Hartford
Fixed  Income  Fund")  with   ITT   Hartford   Life Insurance   Company
("Hartford")  and  the  Fidelity   Managed   Income   Fund were  available
as  Investment  Funds.  During  1995  and  1996,  there  was  a conversion 
of  plan  assets  in  the  Fidelity  Managed  Income  Portfolio   to 
the  Morley  Stable  Value  Fund.  In  addition,  effective  November  1,
1995, contributions   previously   directed  to   the   Hartford   Fixed-Income
Fund were   invested  in  the  Morley  Stable  Value  Fund.  In  1996,  the
Hartford Fixed   Income  Fund  was  liquidated  with  the  applicable 
transaction  fees paid by the Company.

       Shares in  the  Allen  Common  Stock  Fund  and  the  TransPro,  Inc.
Common Stock Fund (discontinued in 1996,  see  Note  8)  are  valued  at  the
last sale price  of the respective  common  stock  on  the  New  York  Stock
Exchange Composite Tape  on  the  last  business   day   of   the   year.
Investments in the registered investment  entities  are  valued  at   their
respective net asset value  per  unit   as   quoted   by   the  National
Association of Security  Dealers  on the  last  business day  of  the  year.
Previously, investments in  the


2.   SUMMARY OF ACCOUNTING POLICIES, (continued)

Fidelity Managed Income Portfolio  were  valued  at   cost  plus  accrued
interest which approximated  market  value.  The  Hartford  Fixed  Income
Fund deposit administration  contract  was  included  in  the  accompanying
financial statements at December  31, 1995   at   the   contract   value
reported  to  the Plan  by  Hartford.   Contract   value    represented
contributions made  under  the  contract,  plus  interest  at  the  contract
rate, less funds used to purchase withdrawal   annuities   and   pay
administrative expenses.

      The  Plan  uses the accrual  method for recognizing  contributions  and
investment income.  Dividends  are  accrued  on  the  ex-dividend   date.
Withdrawals  and  distributions are  valued using current  market  prices  at
the date withdrawals and distributions occur.

       The Plan presents  in  the  Statements  of  Changes  in  Net   Assets
Available for Benefits, the  net  appreciation  (depreciation)  in  the  fair
value of its investments  which consists of  the  realized  gains  or  losses
and the unrealized appreciation (depreciation) on those investments.

      The intention of the Company  is to continue  the  Plan  indefinitely.
The Plan may be amended or terminated at any time by the Company.

       Any  amounts  not  vested  and  not  eligible   for withdrawal  at
termination  of  a  participant's  employment  ("Forfeiture  Funds")   are
available  to the  Plan  to  pay  administrative  costs  and reduce Company
contributions.  To  the  extent  that  Forfeiture  Funds are  not available,
administrative  expenses  are  paid  by  the  Plan  or the  Company, at the
Company's  discretion.  In  1996,  Forfeiture  Funds were transferred from
the   respective   Investment  Funds  and  were  accumulated in the Morley
Stable Value Fund.  Accordingly,  the majority of administrative  expenses
paid by the  Plan  in  1996 were distributed out  of such Forfeiture  Funds
from  the  Morley  Stable  Value  Fund.   Previously, Forfeiture Funds were
held  and  administrative  expenses  were  paid  from  all Investment Funds.
In  addition, there is  a  fixed  charge of $50  for second and  third  loan
applications which is borne  by  those specific  individuals  who  choose  to
have more than  one loan outstanding.  Brokerage  commissions  and   other
expenses  relating to the sale  of  the  Investment Funds  for  the  account
of any participant  in  connection  with a  withdrawal or distribution  from
the Plan are deducted from the proceeds of the sale.

      Certain amounts on the 1995 Statement of Net  Assets  Available  for
Benefits  the  Statement of Changes in  Net Assets Available   for
Benefits, and footnote disclosures have  been reclassified to conform  to
the 1996 presentation.



3.   INVESTMENTS

      The market value at December 31, 1996 and 1995  for  the  respective
Investment Funds were as follows:

<TABLE>
       
<CAPTION>
                                       December 31,
                                          1996            1995
<S>                                   <C>             <C>
Fidelity Equity-Income Fund           $ 4,035,368     $ 3,243,579
Fidelity Retirement Growth Fund         3,508,200       2,988,236
Allen Common Stock Fund                 8,684,083       7,161,566
Morley Stable Value Fund                5,412,725       2,644,254
Hartford Fixed Income Fund                      -       3,236,892
TransPro Common Stock Fund                      -         152,023
                                      $21,640,376     $19,426,550
</TABLE>


       Effective   December  1996,  employees  were  able   to   direct
contributions to four additional funds: Janus Worldwide, Schwab S&P 500
Index,  Oakmark,  and Invesco Strategic Technology.   Accordingly,  net
assets  available  for plan benefits for these funds  at  December  31,
1996, predominantly represent employee receivables as follows:


                                          Employee Receivables
Janus Worldwide Fund                           $8,261
Schwab S&P 500 Index Fund                       2,455
Oakmark Fund                                    7,162
Invesco Strategic Technology                         
    Fund                                        6,588

4.   CONTRIBUTIONS

      Participation in the Plan is voluntary, and all employees  (full-
time and part-time, salaried, hourly and union employees, (but only  to
the  extent  permitted by a collective bargaining  agreement))  of  the
Company and its subsidiaries in the United States who were employees on
October  1,  1985  or  who  thereafter have  completed  six  months  of
employment   are  eligible  to  be  participants.  A  participant   may
contribute  on a before-tax basis any whole percentage of  his  or  her
compensation he or she selects which is not less than 1% or  more  than
17%  of  his  or  her  compensation.  Participants can  make  after-tax
contributions  of  not less than 1% nor more than 12%  of  his  or  her
compensation.  In any event, a participants' contributions may not,  in
the  aggregate,  exceed  18% of his or her compensation.   Compensation
includes  base  salary, overtime earnings, bonuses  (other  than  bonus
payments  under  the  Deferred Bonus or similar plan) and  commissions.
In  addition, a participants' individual allowable contributions may be
limited  by  various  other government regulations.   Contributions  by
participants may be made only through periodic payroll deductions.


4.   CONTRIBUTIONS, (continued)

      In  addition to the above, the Plan provides employees  from  the
Company's  Comsearch  division ("Comsearch") an  annual  profit-sharing
contribution to each participant who is employed on the last day of the
Plan  year  an  amount  equal  to 3% of  the  participant's  Plan  year
compensation.  The profit-sharing contribution is allocated  among  the
Investment  Funds at the participant's direction.  This benefit  is  in
lieu  of  Comsearch  participating in  an  employer  sponsored  defined
benefit pension plan.

      Unless  the Company increases, decreases or suspends its  monthly
contributions  in  accordance with the terms of the Plan,  the  Company
makes  a monthly contribution for each participant equal to 25% of  the
first  1%,  25%  of  the  second  1%, and  50%  of  the  third  1%,  of
compensation contributed by the participant during such month, up to  a
maximum   Company  contribution  of  $1,200  per  year.   As  soon   as
practicable  after  the  end of each month, the participants'  and  the
Company's  contributions are forwarded to the Trustee  for  investment.
Company contributions to the Allen Common Stock Fund were $400,424  and
$373,917, for the years ended December 31, 1996 and 1995, respectively.
In  addition,  the Comsearch profit-sharing contribution, noted  above,
for  the  years  ended  December 31, 1996 and 1995  were  $422,234  and
$275,852, respectively.

      A  participant  may  change Investment Funds  as  to  any  future
participant  contributions through use of a toll free telephone  number
at  any  time.   Such changes will be effective as soon as  practicable
after the Plan is notified.  A participant may transfer all or part  of
the value of his or her existing Participant Contribution Account (Note
5)  between Investment Funds once per month through use of a toll  free
telephone  number.   Such  transfers  will  be  effective  as  soon  as
practicable.   However,  the Hartford and the Fidelity  Managed  Income
Funds had certain restrictions on direct transfers between funds.   The
brokerage fees, if any, of such sales and investments are paid  by  the
individual participant making the transfer.

      Participant  contributions to the Plan are invested  amongst  the
Investment Funds as directed by participants.  Company contributions to
the  Plan (with the exception of the profit-sharing contributions noted
previously) are invested by the Trustee exclusively in the Allen Common
Stock  Fund,  with the exception that, to avoid the retention  of  idle
funds,  such  participant and Company contributions may be invested  in
cash equivalent securities for periods generally not exceeding 30 days.

4.   CONTRIBUTIONS, (continued)

While  such  contributions are invested in cash equivalent  securities,
interest is generally accrued until the contributions are allocated  to
the respective Investment Funds.

      Participants' before-tax contributions to the Allen Common  Stock
Fund  and  Company matching contributions are used by  the  Trustee  to
purchase  treasury shares provided by the Company at a price  which  is
15% below prevailing market price at the time of purchase.  During 1996
and  1995,  the  Trustee purchased from the Company 94,839  and  61,781
shares,  respectively, of common stock for the accounts of participants
in  the  Plan.   The  Trustee purchases shares of the Company's  common
stock   for   transactions   other  than   purchases   for   before-tax
contributions  and  Company  matching  contributions  in  open   market
transactions.  In addition, the Trustee purchases shares or other units
of  the other Investment Funds (as directed by the participants)  on  a
national securities exchange at current market prices.  The Company has
no  control  over the times or prices at which the Trustee  makes  such
purchases and investments or the amounts thereof.  The number of shares
or  units purchased and credited to the participants account depends on
the prices paid by the trustee.

5.   VESTING AND WITHDRAWALS

      Pursuant to the Plan, investments acquired with the participant's
contributions  are segregated in the Participant Contribution  Account,
and   investments   acquired  with  the  Company's  contributions   are
segregated  in  the  Employer Contribution Account.  Investment  income
paid  on  the  investments  in each of the participant's  accounts  are
automatically  reinvested in the respective Investment Funds  to  which
they  relate.   Each participant's interest in his or  her  Participant
Contribution  Account  and the Company match portion  of  the  Employer
Contribution   Account  is  always  fully  vested,   except   for   the
aforementioned  Comsearch profit-sharing contributions  which  vest  in
equal  amounts  over  the period of three to seven  years  of  credited
service.   Except for permitted withdrawals and hardship distributions,
the  participant's investments are distributable only  when  employment
terminates.

      While employed by the Company or a subsidiary, a participant  may
withdraw  all  or  any  part  of  his  or  her  before-tax  Participant
Contribution Account and his or her Employer Contribution Account  only
in  cases of financial hardship or after attaining age 59-1/2.   After-
tax  contributions may be withdrawn from the Plan once  a  year  in  an
amount  no  less  than $250.  In cases of financial  hardship  where  a
participant requires funds to meet an immediate financial need and  has
no  other resources reasonably available to meet that need, he  or  she
may request

5.   VESTING AND WITHDRAWALS, (continued)

the  Committee to authorize a withdrawal by him or her from his or  her
Participant  Contribution  Account and Employer  Contribution  Account.
The Committee relies on Internal Revenue Service ("IRS") guidelines  to
determine if financial hardship exists and to determine the amount,  if
any,  of  the  withdrawal to be made by the participant.  In  addition,
after attaining age 59-1/2, a participant may withdraw all or a portion
of  his  or her Participant and Employer Contribution accounts for  any
reason without penalty.

6.   PARTICIPANT LOAN ACCOUNT

      The Plan permits participants to borrow up to 50% of the value of
his  or her Investment Funds including employer contributions.  As more
fully described in the "Loan Rules" of the Plan, participants must meet
certain minimum qualifications to obtain a loan, and loans must be  for
a  minimum of $500 and cannot exceed $50,000.  The term of the loan can
be  for  any  period  of  time  up to 60  months  as  selected  by  the
participant; such loans bear interest at the prime rate charged by  the
Company's principal lending banks plus 1% at the time the loan is  made
and  will  carry  such interest rate throughout their  terms.   Monthly
principal  and interest repayments (done automatically through  payroll
deductions)  are  credited to the participant's  own  account  and  are
reinvested  in  the  Investment  Funds  in  the  same  manner  as   the
participant's contributions are invested.  A participant may have up to
three loans outstanding at any one time.

      If  a loan is declared in default (as defined in the "Loan Rules"
of  the  Plan),  the entire outstanding principal balance  will  become
immediately due and payable, and if not immediately paid the loan  will
be  canceled  and  the  outstanding  balance  will  be  treated  as   a
distribution   or   withdrawal  from  the  Plan  depending   upon   the
participant's tax circumstances.  Otherwise, the Committee, at its sole
discretion,  may take such action it considers appropriate  to  collect
the  unpaid  principal and the accrued interest on  a  defaulted  loan.
Such  action  may include obtaining funds from the net proceeds,  after
the  payment  of  brokerage commissions,  of the sale of  a  sufficient
number of units or shares in the participant's Investment Fund account.

7.   FEDERAL INCOME TAXES

      The  Company received a determination from the IRS on August  15,
1995  that the Plan is a qualified plan under Section 401(a) and 401(k)
of  the  Internal  Revenue Code.  Accordingly, the Plan  has  not  been
subject   to   federal  income  taxes,  and  employer  and   before-tax
participant

7.   FEDERAL INCOME TAXES, (continued)

contributions  and earnings of the Plan have not been subject  to  U.S.
income  taxes until distributed to the participants.  Early withdrawals
or distributions may subject the participant to certain tax penalties.

      The Plan was amended subsequent to receiving the most recent  IRS
determination  letter;  however, the Committee does  not  believe  such
amendments affect the Plan's tax status.

8.   TRANSFER OF ASSETS

      On September 8, 1995, the Company's Board of Directors declared a
spin-off  distribution of 100% of the common shares of a  newly  formed
wholly  owned subsidiary, TransPro, Inc. ("TransPro"), to the Company's
common shareholders of record at the close of business on September 29,
1995 (the "Spin-off").  Common shares were distributed on the basis  of
one  share  of  TransPro  Common stock for every  four  shares  of  the
Company's common stock.  Prior to the Spin-Off, the Company contributed
to  TransPro  cash,  the  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 the Company's partnership joint venture interest in GO/DAN
Industries  ("GDI").   These  entities comprised  the  Company's  Truck
Products   Business  (the  "Business").   Following  the  distribution,
TransPro became an independent, publicly traded corporation.

      As  a  result, the Plan was amended such that shares of  TransPro
issued as a dividend on he Company's common stock pursuant to the Spin-
Off  were  held  in  a separate account and were then  subject  to  the
subsequent  investment direction by participants prior to December  20,
1995.   Any  shares of TransPro held in the account of  a  Participant,
other  than a participant who was transferred to TransPro, on  December
20, 1995 were automatically reinvested in Allen common stock.

      In  addition, the Plan was amended such that any participant  who
was a transferred employee as a result of the Spin-Off, ceased to be  a
participant  upon transfer of the related Plan assets to the  successor
Plan  implemented  by  TransPro.  The net  assets  and  liabilities  of
approximately  $1,623,000 (including 14,165 shares of  TransPro  common
stock)  were transferred in 1996.  Accordingly, this amount is included
in  withdrawals and distributions in the 1996 Statement of  Changes  in
Net Assets Available for Benefits.

8.   TRANSFER OF ASSETS, (continued)

      Effective June 10, 1993, the Company sold to SPX Corporation  the
net  assets  of  its  automotive  diagnostic  test  equipment  business
comprised  of  the  Company's  Allen Testproducts  division  (U.S.  and
Canada);  Allen  Group Electronics Puerto Rico Inc.;  The  Allen  Group
Leasing  Corporation; and The Allen Testproducts division  and  related
leasing  operations of The Allen Group Canada Limited.   In  connection
with  this  sale,  there was a subsequent reduction to the  Participant
Loan  Account  to  adjust  for  remaining  loans  transferred  to   SPX
Corporation  in  1995.   This  adjustment  has  been  included  in  the
Statement  of  Changes  in Net Assets Available for  Benefits  in  Plan
Equity  for  1995  as "withdrawals and distributions" and  amounted  to
approximately $175,000.

      In September 1996, the Company acquired 100% of the ownership  of
Signal  Science, Incorporated ("SSI").  The Plan was amended  to  allow
employees  of  SSI,  who have met the eligibility requirements  of  the
Plan,  to  become  participant in the Plan effective October  1,  1996.
Accordingly,  investments of $284,606 were transferred  to  the  Plan's
Investment Funds as directed by SSI participants, on February 10, 1997.

9.   RECONCILIATION TO FORM 5500

       At  December  31,  1995,  the  Fund  received  applications  for
withdrawals  in  the amount of $32,576 and $2,710, respectively,  which
were  not  paid at year end.  Pursuant to recent professional guidance,
no  payable has been recorded in the Statements of Net Assets Available
for  Benefits  at year end.  However, the Department of Labor  requires
Form 5500 to include these pending withdrawals as liabilities.

      The  schedule  of assets held for investment purposes  (page  20)
reflects  the  current  value of participant loans  net  of  the  other
receivable value of $31,702.



<TABLE>

               ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
    SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - SEE FORM 5500, ITEM 27a
                                DECEMBER 31, 1996

<CAPTION>
                                                                                     
                                   Description of Investment                         
                                 including Maturity Date, Rate                       
  Identity of Issue, Borrower    of Interest, Collateral, Par                        
    Lessor or Similar Party            or Maturity Value            Cost       Current Value

<S>                              <C>                             <C>            <C>
Participant Loans                7% - 10% 5 Year Maximum         $        0     $1,121,971
Fidelity Equity-Income           Mutual Fund                      3,455,305      4,035,368
Fidelity Retirement Growth       Mutual Fund                      3,669,035      3,508,200
Allen Group Inc.                 Common Stock                     6,230,080      8,676,298
Morley Capital Management        Common/Collective Trust          5,191,195      5,412,725
U.S. Treasury                    Money Market                         7,785          7,785 


</TABLE>








<TABLE>
                                        
               ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
          SCHEDULE OF REPORTABLE TRANSACTIONS - SEE FORM 5500, ITEM 27d
                                DECEMBER 31, 1996

<CAPTION>
Description of Asset                                                 Current Value        
(Include Interest Rate                                                of Asset on         
and Maturity in Case of                                               Transaction    Net Gain or
        a Loan)         Purchase Price  Selling Price Cost of Asset      Date          (loss)

<S>                      <C>             <C>            <C>           <C>            <C>    
Hartford GIC                             $3,154,754     $3,154,754    $3,154,754     $       -
Morley Stable Value      $3,160,784                      3,160,784     3,160,784              
Allen Group Stock         3,114,358                      3,114,358     3,115,750              
Allen Group Stock                         2,121,913      1,388,889     2,121,913       733,024
Fidelity Equity           2,011,149                      2,011,149     2,011,149              
Fidelity Equity                           1,579,387      1,459,031     1,579,387       120,356
Fidelity Retirement                                                                             
Growth                    1,877,029                      1,877,029     1,877,029              
Fidelity Retirement                                                                             
Growth                                    1,149,430      1,114,639     1,149,430        34,791
Morley Stable Value       4,565,192                      4,565,192     4,565,192              
Morley Stable Value                       2,046,889      2,018,881     2,046,889        28,008
                                                                                              
</TABLE>