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                                                                  Exhibit 10(kk)

                                 AMENDMENT NO. 1
                           TO THE AMENDED AND RESTATED
                      POST EMPLOYMENT CONSULTING AGREEMENT
                      ------------------------------------

         THIS AMENDMENT NO. 1 made as of February 19, 1997 (this "Amendment"),
to the Amended and Restated Post Employment Consulting Agreement dated as of
December 20, 1990 (the "Agreement"), by and between PHILIP WM. COLBURN
("Consultant") and THE ALLEN GROUP INC., a Delaware corporation (the "Company").

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, Consultant is performing consulting services under the
Agreement; and

         WHEREAS, it is considered expedient and in the best interests of the
Company and Consultant to amend the provisions of the Agreement;

         NOW, THEREFORE, in consideration of the foregoing premises and for
other valuable consideration had and received, the parties hereto covenant and
agree as follows:

         1.        Paragraph 3 of the Agreement hereby is deleted and the
following paragraph is substituted in its place and stead:

                  "3. Subject to the provisions of paragraph 6 hereof, the
         Company agrees to pay Consultant annually an amount equal to not less
         than $236,879.65 (hereinafter referred to as the "Base Amount"), in
         equal monthly installments, commencing with the last day of the month
         in which the Consultant retires and recommences rendering consulting
         services hereunder and continuing through December 31, 1998, unless
         further extended or sooner terminated as hereinafter provided
         (hereinafter referred to as the "Post Employment Consulting Period");
         provided, that the Base Amount shall be reduced by any benefits
         received by the Consultant prior to January 1, 1994, pursuant to the
         Amended and Restated Supplemental Pension Benefit Agreement, between
         the Company and Consultant, dated as of even date herewith, except
         after a "change in control of the Company", as defined in the
         Employment Agreement, dated as of June 28, 1988, between the Company
         and Consultant; and it is further provided that the Base Amount shall
         be adjusted annually as of each June 30, so that the amount paid
         annually to the Consultant hereunder for the twelve months immediately
         following such adjustment shall be not less than an amount (hereinafter
         referred to as the "Adjusted Amount") which shall bear the same ratio
         to the Base Amount as the Consumer Price Index for All Urban Consumers
         (1982-1984 = 100) published by the Bureau of Labor Statistics of the
         U.S. Department of Labor (hereinafter referred to as the "CPI") for the
         most recent month proceeding each such annual anniversary of retirement
         bears to such Consumer Price Index for the month preceding the actual
         month during which Consultant so retired, which for greater certainty
         may be expressed as follows:

                           Adjusted Amount  =        most recent month CPI
                           ---------------           ---------------------
                           Base Amount                retirement month CPI

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         provided that in the event such Consumer Price Index is no longer
         published a mutually acceptable index shall be selected, and failing
         agreement as to such index the index shall be selected by arbitration,
         and provided further that the Base Amount or the Adjusted Amount, or
         both, may be increased at any time, or from time to time, in the sole
         discretion of the Board of Directors of the Company.

                  The Adjusted Amount is sometimes hereinafter referred to as
         the "Consulting Compensation."

                  Commencing on January 1, 1999, and each January 1 thereafter,
         the term of this Agreement and of the Post Employment Consulting period
         shall automatically be extended for one additional year to December 31,
         1999 and each December 31 thereafter, unless not later than September
         30 immediately preceding such January 1, either the Company or
         Consultant shall have given written notice to the other party that the
         Company or Consultant, as the case may be, does not wish to extend this
         Agreement and the Post Employment Consultant period.

                  The Company's obligation to make the payments provided herein
         shall be contingent upon the faithful performance or observance by
         Consultant of his obligations under paragraphs 2 and 5 hereof."

         2.       Except as specifically amended in writing, the Agreement is
ratified and confirmed.

         3.       This Amendment and the Agreement shall be read, interpreted
and construed as a single agreement.

         IN WITNESS WHEREOF, the Company and Consultant have caused this
Amendment to be duly executed as of the 19th day of February, 1997.

ATTEST:                                       THE ALLEN GROUP INC.

/s/ McDara P. Folan, III                      By:   /s/ Robert G. Paul
-------------------------------                   -----------------------------
McDara P. Folan, III, Secretary                     Robert G. Paul, President
                                                     Chief Executive Officer

WITNESS:

                                                  /s/ Philip Wm. Colburn
------------------------------                   ------------------------------
                                                 Philip Wm. Colburn


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