As filed with the Securities and Exchange Commission on June 10, 1994


                                             Registration No. 33-


                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549


                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933


                       ALLEGHENY LUDLUM CORPORATION
            (Exact name of registrant as specified in its charter)


       PENNSYLVANIA                                    25-1364894
  (State or other jurisdiction                        (IRS Employer
of incorporation or organization)                  Identification No.)

1000 SIX PPG PLACE, PITTSBURGH, PENNSYLVANIA                15222-5479
  (Address of principal executive offices)                  (Zip code)


                       ALLEGHENY LUDLUM CORPORATION
                   STOCK ACQUISITION AND RETENTION PLAN
                          (Full title of the plan)


                                        Copies to:

Jon D. Walton, Esquire                 Charles M. Grimstad, Esquire
Vice President - General Counsel       Kirkpatrick & Lockhart
  and Secretary                        1500 Oliver Building
Allegheny Ludlum Corporation           Pittsburgh, Pennsylvania  15222
1000 Six PPG Place                      
Pittsburgh, Pennsylvania 15222
(Name and address of agent for service)

(412) 394-2800
(Telephone number, including area code,
       of agent for service) 















<PAGE>
                      CALCULATION OF REGISTRATION FEE

                                Proposed       Proposed           
                                Maximum        Maximum    Amount
Title of           Amount       Offering       Aggregate  of
Securities         to be        Price          Offering   Registration
to be Registered   Registered   per Share(1)   Price(1)   Fee

Common Stock 
par value $0.10    1,000,000 
per share          shares       $19.125     $19,125,000   $6,594.83

(1)  Estimated pursuant to Securities and Exchange Commission
Rule 457(c) only for the purpose of calculating the registration fee;
based on the average of the high and low price per share of Common
Stock of Allegheny Ludlum Corporation on June 3, 1994, as published in
the NYSE-Composite Transactions quotations.









































                    EXHIBIT INDEX APPEARS ON PAGE II-10

<PAGE>
                                   PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The following documents filed by Allegheny Ludlum Corporation
(the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this
Registration Statement:

          1.   The Company's Annual Report on Form 10-K for the fiscal
               year ended January 2, 1994.

          2.   The Company's Current Report on Form 8-K dated April 1, 
               1994.

          3.   The Company's Current Report on Form 8-K dated April 8,
               1994, as amended by Current Report on Form 8-K/A-1
               dated April 8, 1994.

          4.   The Company's Quarterly Report on Form 10-Q for the
               fiscal quarter ended April 3, 1994.

          5.   The description of the Company's Common Stock, par
               value $0.10 per share (the "Common Stock"), contained
               in the Company's Registration Statement filed under
               Section 12 of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act"), including all amendments
               and reports updating such description.

     The consolidated financial statements incorporated in this
Registration Statement by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended January 2, 1994, have been so
incorporated in reliance on the report of Ernst & Young, independent
auditors, given on the authority of said firm as experts in auditing
and accounting.

     All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement, but prior
to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement.  Each document
incorporated by reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from the date of
the filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration
Statement or by any document which constitutes part of the prospectus
relating to the Allegheny Ludlum Corporation Stock Acquisition and
Retention Plan (the "Plan") meeting the requirements of Section 10(a)
of the Securities Act of 1933, as amended.

                                   II-1
<PAGE>

Item 4.  Description of Securities.
         -------------------------

     The class of securities to be offered under this Registration
Statement is registered under Section 12 of the Exchange Act.


Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     The legality of the Common Stock to which this Registration
Statement relates has been passed upon for the Company by Jon D.
Walton, Vice President-General Counsel and Secretary.  Mr. Walton is
paid a salary by the Company, participates in benefit plans of the
Company, holds a position within the Company which permits the
Personnel and Compensation Committee to determine that he is eligible
to participate in the Plan, and beneficially owns 56,977 shares of
Common Stock, including presently exercisable options to purchase
40,459 shares of Common Stock.


Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Sections 1741 and 1742 of the Pennsylvania Business Corporation
Law (the "BCL") provide that a business corporation shall have the
power to indemnify any person who was or is a party, or is threatened
to be made a party, to any proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceeding, if such person
acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation, and, with
respect to any criminal proceeding, had no reasonable cause to believe
his conduct was unlawful.  In the case of an action by or in the right
of the corporation, such indemnification is limited to expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action,
except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person has been adjudged to be liable
to the corporation unless, and only to the extent that, a court
determines upon application that, despite the adjudication of
liability but in view of all the circumstances, such person is fairly
and reasonably entitled to indemnity for the expenses that the court
deems proper.

     BCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the indemnitee
has met the applicable standard of conduct.  Such determination shall
be made:

                                   II-2

<PAGE>
          (1) by the Board of Directors by a majority vote of a quorum
     consisting of directors who were not parties to the proceeding;
     or

          (2) if such a quorum is not obtainable, or if obtainable and
     a majority vote of a quorum of disinterested directors so
     directs, by independent legal counsel in a written opinion; or 

          (3)  by the shareholders.

     Notwithstanding the above, BCL Section 1743 provides that to the
extent a director, officer, employee or agent of a business
corporation is successful on the merits or otherwise in defense of any
proceeding referred to above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

     BCL Section 1745 provides that expenses (including attorneys'
fees) incurred by a director, officer, employee or agent of a business
corporation in defending any such proceeding may be paid by the
corporation in advance of the final disposition of the proceeding upon
receipt of an undertaking to repay the amount advanced if it is
ultimately determined that the indemnitee is not entitled to be
indemnified by the corporation.

     BCL Section 1746 provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the
foregoing provisions is not exclusive of any other rights to which a
person seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise, and that indemnification may be granted under any law,
agreement, vote of shareholders or directors or otherwise for any
action taken or any failure to take any action whether or not the
corporation would have the power to indemnify the person under any
other provision of law and whether or not the indemnified liability
arises or arose from any action by or in the right of the corporation,
provided, however, that no indemnification may be made in any case
where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness.

     Section 1 of Article VIA of the Registrant's By-Laws, as amended,
provides that the Registrant shall indemnify, to the fullest extent
permitted by law, each director or officer (including each former
director or officer) of the Registrant who was or is made a party to
or a witness in or is threatened to be made a party to or a witness in
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of
the fact that he is or was an authorized representative of the
Registrant, against all expenses (including attorneys' fees and
disbursements), judgments, fines (including excise taxes and
penalties) and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding.

     Section 2 of Article VIA of the Registrant's By-Laws, as amended,
further provides that the Registrant shall pay expenses (including 

                                   II-3
<PAGE>
attorneys' fees and disbursements) incurred by a director or officer
of the Registrant referred to in Section 1 of such Article in
defending or appearing as a witness in any civil or criminal action,
suit or proceeding described in Section 1 of such Article in advance
of the final disposition of such action, suit or proceeding.  The
expenses incurred by such director or officer shall be paid by the
Registrant in advance of the final disposition of such action, suit or
proceeding only upon receipt of an undertaking by or on behalf of such
director or officer to repay all amounts advanced if it shall
ultimately be determined that he is not entitled to be indemnified by
the Registrant.

     The Registrant's By-Laws provide that the rights of
indemnification and advancement of expenses provided for therein shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may otherwise be entitled.

     The Registrant has entered into indemnification agreements with
each of its directors in which the Registrant agrees to indemnify each
of its directors to the fullest extent permitted by law both as to
action in his official capacity and as to action in another capacity
and agrees to purchase and maintain insurance on the terms and
conditions described therein.

     BCL Section 1747 permits a Pennsylvania business corporation to
purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise, against
any liability asserted against such person and incurred by him in any
such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify the person against
such liability under the provisions described above.

     Section 5 of Article IVA of the Registrant's By-Laws, as amended,
provides that, except in the circumstances set forth in Section 5, the
Registrant shall purchase and maintain insurance on behalf of each
director and officer against any liability asserted against or
incurred by such officer or director in any capacity, or arising out
of such director's or officer's status as such, whether or not the
Registrant would have the power to indemnify such person against such
liability under the provisions of Article IVA.

     The Registrant maintains directors' and officers' liability
insurance covering its directors and officers with respect to
liabilities, including liabilities under the Securities Act of 1933,
as amended, which they may incur in connection with their serving as
such.  Such insurance provides coverage for the directors and officers
against certain liabilities even though such liabilities may not be
covered by the foregoing By-Law indemnification provision.

     As permitted by BCL Section 1713, the By-Laws of the Registrant
provide that no director shall be personally liable for monetary
damages for any action taken, or failure to take any action, except
to the extent that such elimination or limitation of liability is
expressly prohibited by the act of November 28, 1986 (P. L.      


                                   II-4
<PAGE>
No. 145) as in effect at the time of the alleged action or failure to
take action by the director.  The BCL states that this exculpation
from liability does not apply where the director has breached or
failed to perform the duties of his office and the breach or failure
to perform constitutes self-dealing, willful misconduct or
recklessness, and does not apply to the responsibility or liability of
a director pursuant to any criminal statute or the liability of a
director for payment of taxes pursuant to Federal, state or local law. 
It may also not apply to liabilities imposed upon directors by the
Federal securities laws.


Item 7.  Exemption for Registration Claimed.
         ----------------------------------

     Not applicable.


Item 8.  Exhibits.
         --------

Exhibit 
Number                        Description
- -------                       -----------

  4(a)    Restated and Amended Articles of Incorporation, incorporated
          by reference to Exhibit 3(a) to the Company's Registration
          Statement on Form S-1 (No. 33-12940) filed with the
          Commission on March 27, 1987. 

  4(b)    By-Laws, as amended, incorporated by reference to the
          Company's Quarterly Report on Form 10-Q for the fiscal 
          quarter ended July 4, 1993.

  4(c)    Allegheny Ludlum Corporation Stock Acquisition and Retention
          Plan

  5       Opinion of Jon D. Walton, Vice President - General Counsel
          and Secretary of the Company relating to the legality of the
          shares registered under the Plan 

 23(a)    Consent of Jon D. Walton is contained in the Opinion of 
          Counsel filed as Exhibit 5

 23(b)    Consent of Ernst & Young 

 24       Power of Attorney (included on page II-8)


Item 9.   Undertakings.
          ------------

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:


                                   II-5

<PAGE>
                 (i)  To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;

               (iii)  To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;

               Provided, however, that paragraphs (a)(1)(i) and 
               --------  -------
(a)(1)(ii) do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

          (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

                              * * * 

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or  

                                   II-6
<PAGE>
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.



















































                                   II-7
<PAGE>
                                SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania, on the 10th day of June, 1994.

                              ALLEGHENY LUDLUM CORPORATION
                              (Registrant)

                              By: /s/ James L. Murdy
                                 --------------------------  
                                 James L. Murdy    
                                 Senior Vice President-Finance    
                                   and Chief Financial Officer   


                         POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. L. Murdy, J. D. Walton, and
M. W. Snyder and each of them, his or her true and lawful attorneys-
in-fact and agents, with full power of substitution and revocation,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration
Statement, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his substitute, may lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 10th day of June, 1994.

               Signature                     Title
               ---------                     -----


/s/ Richard P. Simmons             
- -------------------------     Chairman of the Board and Director
Richard P. Simmons            



/s/ Robert P. Bozzone
- -------------------------     President and Chief Executive
Robert P. Bozzone             Officer and Director                    
       

                                   II-8

<PAGE>
/s/ Arthur H. Aronson
- -------------------------     Executive Vice President and Chief 
Arthur H. Aronson             Operating Officer and Director


/s/ James L. Murdy
- -------------------------     Senior Vice President-Finance and 
James L. Murdy                Chief Financial Officer and
                              Director

/s/ Richard R. Roeser         Vice President-
- -------------------------     Controller and Chief Accounting 
Richard R. Roeser             Officer


/s/ Paul S. Brentlinger       
- -------------------------     Director
Paul S. Brentlinger           


/s/ C. Fred Fetterolf
- -------------------------     Director   
C. Fred Fetterolf


/s/ Thomas Marshall           
- -------------------------     Director   
Thomas Marshall          


/s/ W. Craig McClelland   
- -------------------------     Director   
W. Craig McClelland   


/s/ Richard K. Pitler
- -------------------------     Director   
Richard K. Pitler


/s/ Charles J. Queenan, Jr.
- -------------------------     Director   
Charles J. Queenan, Jr.


/s/ James E. Rohr
- -------------------------     Director   
James E. Rohr


/s/ George W. Tippins                                   
- -------------------------     Director   
George W. Tippins                                   


/s/ Steven C. Wheelwright
- -------------------------     Director   
Steven C. Wheelwright
                                   II-9
<PAGE>
                              EXHIBIT INDEX


Exhibit 
Number                        Item
- -------                       ----

  4(c)    Allegheny Ludlum Corporation Stock Acquisition and Retention
          Plan

  5       Opinion of Jon D. Walton, Vice President - General Counsel
          and Secretary of the Company relating to the legality of the
          shares registered under the Plan 

 23(a)    Consent of Jon D. Walton is contained in the Opinion of 
          Counsel filed as Exhibit 5

 23(b)    Consent of Ernst & Young 








































                                   II-10
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{"company-data": {"conformed-name": "ALLEGHENY LUDLUM CORP", "cik": "0000811929", "assigned-sic": "3312", "irs-number": "251364894", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54061", "film-number": "94533722"}, "business-address": {"street1": "1000 SIX PPG PL", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4123942800"}}
As filed with the Securities and Exchange Commission on June 10, 1994

                                             Registration No. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549

                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                       ALLEGHENY LUDLUM CORPORATION
            (Exact name of registrant as specified in its charter)

       PENNSYLVANIA                                    25-1364894
  (State or other jurisdiction                        (IRS Employer
of incorporation or organization)                  Identification No.)

1000 SIX PPG PLACE, PITTSBURGH, PENNSYLVANIA                15222-5479
  (Address of principal executive offices)                  (Zip code)

                       ALLEGHENY LUDLUM CORPORATION
                   STOCK ACQUISITION AND RETENTION PLAN
                          (Full title of the plan)

                                        Copies to:

Jon D. Walton, Esquire                 Charles M. Grimstad, Esquire
Vice President - General Counsel       Kirkpatrick & Lockhart
  and Secretary                        1500 Oliver Building
Allegheny Ludlum Corporation           Pittsburgh, Pennsylvania  15222
1000 Six PPG Place                      
Pittsburgh, Pennsylvania 15222
(Name and address of agent for service)

(412) 394-2800
(Telephone number, including area code,
       of agent for service)
CALCULATION OF REGISTRATION FEE

                                Proposed       Proposed           
                                Maximum        Maximum    Amount
Title of           Amount       Offering       Aggregate  of
Securities         to be        Price          Offering   Registration
to be Registered   Registered   per Share(1)   Price(1)   Fee

Common Stock 
par value $0.10    1,000,000 
per share          shares       $19.125     $19,125,000   $6,594.83

(1)  Estimated pursuant to Securities and Exchange Commission
Rule 457(c) only for the purpose of calculating the registration fee;
based on the average of the high and low price per share of Common
Stock of Allegheny Ludlum Corporation on June 3, 1994, as published in
the NYSE-Composite Transactions quotations.

                    EXHIBIT INDEX APPEARS ON PAGE II-10
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The following documents filed by Allegheny Ludlum Corporation
(the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this
Registration Statement:

          1.   The Company's Annual Report on Form 10-K for the fiscal
               year ended January 2, 1994.

          2.   The Company's Current Report on Form 8-K dated April 1, 
               1994.

          3.   The Company's Current Report on Form 8-K dated April 8,
               1994, as amended by Current Report on Form 8-K/A-1
               dated April 8, 1994.

          4.   The Company's Quarterly Report on Form 10-Q for the
               fiscal quarter ended April 3, 1994.

          5.   The description of the Company's Common Stock, par
               value $0.10 per share (the "Common Stock"), contained
               in the Company's Registration Statement filed under
               Section 12 of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act"), including all amendments
               and reports updating such description.

     The consolidated financial statements incorporated in this
Registration Statement by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended January 2, 1994, have been so
incorporated in reliance on the report of Ernst & Young, independent
auditors, given on the authority of said firm as experts in auditing
and accounting.

     All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement, but prior
to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement.  Each document
incorporated by reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from the date of
the filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration
Statement or by any document which constitutes part of the prospectus
relating to the Allegheny Ludlum Corporation Stock Acquisition and
Retention Plan (the "Plan") meeting the requirements of Section 10(a)
of the Securities Act of 1933, as amended.

                                   II-1
Item 4.  Description of Securities.
         -------------------------

     The class of securities to be offered under this Registration
Statement is registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     The legality of the Common Stock to which this Registration
Statement relates has been passed upon for the Company by Jon D.
Walton, Vice President-General Counsel and Secretary.  Mr. Walton is
paid a salary by the Company, participates in benefit plans of the
Company, holds a position within the Company which permits the
Personnel and Compensation Committee to determine that he is eligible
to participate in the Plan, and beneficially owns 56,977 shares of
Common Stock, including presently exercisable options to purchase
40,459 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Sections 1741 and 1742 of the Pennsylvania Business Corporation
Law (the "BCL") provide that a business corporation shall have the
power to indemnify any person who was or is a party, or is threatened
to be made a party, to any proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceeding, if such person
acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation, and, with
respect to any criminal proceeding, had no reasonable cause to believe
his conduct was unlawful.  In the case of an action by or in the right
of the corporation, such indemnification is limited to expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action,
except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person has been adjudged to be liable
to the corporation unless, and only to the extent that, a court
determines upon application that, despite the adjudication of
liability but in view of all the circumstances, such person is fairly
and reasonably entitled to indemnity for the expenses that the court
deems proper.

     BCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the indemnitee
has met the applicable standard of conduct.  Such determination shall
be made:

                                   II-2
(1) by the Board of Directors by a majority vote of a quorum
     consisting of directors who were not parties to the proceeding;
     or

          (2) if such a quorum is not obtainable, or if obtainable and
     a majority vote of a quorum of disinterested directors so
     directs, by independent legal counsel in a written opinion; or 

          (3)  by the shareholders.

     Notwithstanding the above, BCL Section 1743 provides that to the
extent a director, officer, employee or agent of a business
corporation is successful on the merits or otherwise in defense of any
proceeding referred to above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

     BCL Section 1745 provides that expenses (including attorneys'
fees) incurred by a director, officer, employee or agent of a business
corporation in defending any such proceeding may be paid by the
corporation in advance of the final disposition of the proceeding upon
receipt of an undertaking to repay the amount advanced if it is
ultimately determined that the indemnitee is not entitled to be
indemnified by the corporation.

     BCL Section 1746 provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the
foregoing provisions is not exclusive of any other rights to which a
person seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise, and that indemnification may be granted under any law,
agreement, vote of shareholders or directors or otherwise for any
action taken or any failure to take any action whether or not the
corporation would have the power to indemnify the person under any
other provision of law and whether or not the indemnified liability
arises or arose from any action by or in the right of the corporation,
provided, however, that no indemnification may be made in any case
where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness.

     Section 1 of Article VIA of the Registrant's By-Laws, as amended,
provides that the Registrant shall indemnify, to the fullest extent
permitted by law, each director or officer (including each former
director or officer) of the Registrant who was or is made a party to
or a witness in or is threatened to be made a party to or a witness in
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of
the fact that he is or was an authorized representative of the
Registrant, against all expenses (including attorneys' fees and
disbursements), judgments, fines (including excise taxes and
penalties) and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding.

     Section 2 of Article VIA of the Registrant's By-Laws, as amended,
further provides that the Registrant shall pay expenses (including 

                                   II-3
attorneys' fees and disbursements) incurred by a director or officer
of the Registrant referred to in Section 1 of such Article in
defending or appearing as a witness in any civil or criminal action,
suit or proceeding described in Section 1 of such Article in advance
of the final disposition of such action, suit or proceeding.  The
expenses incurred by such director or officer shall be paid by the
Registrant in advance of the final disposition of such action, suit or
proceeding only upon receipt of an undertaking by or on behalf of such
director or officer to repay all amounts advanced if it shall
ultimately be determined that he is not entitled to be indemnified by
the Registrant.

     The Registrant's By-Laws provide that the rights of
indemnification and advancement of expenses provided for therein shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may otherwise be entitled.

     The Registrant has entered into indemnification agreements with
each of its directors in which the Registrant agrees to indemnify each
of its directors to the fullest extent permitted by law both as to
action in his official capacity and as to action in another capacity
and agrees to purchase and maintain insurance on the terms and
conditions described therein.

     BCL Section 1747 permits a Pennsylvania business corporation to
purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise, against
any liability asserted against such person and incurred by him in any
such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify the person against
such liability under the provisions described above.

     Section 5 of Article IVA of the Registrant's By-Laws, as amended,
provides that, except in the circumstances set forth in Section 5, the
Registrant shall purchase and maintain insurance on behalf of each
director and officer against any liability asserted against or
incurred by such officer or director in any capacity, or arising out
of such director's or officer's status as such, whether or not the
Registrant would have the power to indemnify such person against such
liability under the provisions of Article IVA.

     The Registrant maintains directors' and officers' liability
insurance covering its directors and officers with respect to
liabilities, including liabilities under the Securities Act of 1933,
as amended, which they may incur in connection with their serving as
such.  Such insurance provides coverage for the directors and officers
against certain liabilities even though such liabilities may not be
covered by the foregoing By-Law indemnification provision.

     As permitted by BCL Section 1713, the By-Laws of the Registrant
provide that no director shall be personally liable for monetary
damages for any action taken, or failure to take any action, except
to the extent that such elimination or limitation of liability is
expressly prohibited by the act of November 28, 1986 (P. L.      

                                   II-4
No. 145) as in effect at the time of the alleged action or failure to
take action by the director.  The BCL states that this exculpation
from liability does not apply where the director has breached or
failed to perform the duties of his office and the breach or failure
to perform constitutes self-dealing, willful misconduct or
recklessness, and does not apply to the responsibility or liability of
a director pursuant to any criminal statute or the liability of a
director for payment of taxes pursuant to Federal, state or local law. 
It may also not apply to liabilities imposed upon directors by the
Federal securities laws.

Item 7.  Exemption for Registration Claimed.
         ----------------------------------

     Not applicable.

Item 8.  Exhibits.
         --------

Exhibit 
Number                        Description
- -------                       -----------

  4(a)    Restated and Amended Articles of Incorporation, incorporated
          by reference to Exhibit 3(a) to the Company's Registration
          Statement on Form S-1 (No. 33-12940) filed with the
          Commission on March 27, 1987. 

  4(b)    By-Laws, as amended, incorporated by reference to the
          Company's Quarterly Report on Form 10-Q for the fiscal 
          quarter ended July 4, 1993.

  4(c)    Allegheny Ludlum Corporation Stock Acquisition and Retention
          Plan

  5       Opinion of Jon D. Walton, Vice President - General Counsel
          and Secretary of the Company relating to the legality of the
          shares registered under the Plan 

 23(a)    Consent of Jon D. Walton is contained in the Opinion of 
          Counsel filed as Exhibit 5

 23(b)    Consent of Ernst & Young 

 24       Power of Attorney (included on page II-8)

Item 9.   Undertakings.
          ------------

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                                   II-5
(i)  To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;

               (iii)  To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;

               Provided, however, that paragraphs (a)(1)(i) and 
               --------  -------
(a)(1)(ii) do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

          (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

                              * * * 

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or  

                                   II-6
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

                                   II-7
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania, on the 10th day of June, 1994.

                              ALLEGHENY LUDLUM CORPORATION
                              (Registrant)

                              By: /s/ James L. Murdy
                                 --------------------------  
                                 James L. Murdy    
                                 Senior Vice President-Finance    
                                   and Chief Financial Officer   

                         POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. L. Murdy, J. D. Walton, and
M. W. Snyder and each of them, his or her true and lawful attorneys-
in-fact and agents, with full power of substitution and revocation,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration
Statement, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his substitute, may lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 10th day of June, 1994.

               Signature                     Title
               ---------                     -----

/s/ Richard P. Simmons             
- -------------------------     Chairman of the Board and Director
Richard P. Simmons            

/s/ Robert P. Bozzone
- -------------------------     President and Chief Executive
Robert P. Bozzone             Officer and Director                    
       

                                   II-8
/s/ Arthur H. Aronson
- -------------------------     Executive Vice President and Chief 
Arthur H. Aronson             Operating Officer and Director

/s/ James L. Murdy
- -------------------------     Senior Vice President-Finance and 
James L. Murdy                Chief Financial Officer and
                              Director

/s/ Richard R. Roeser         Vice President-
- -------------------------     Controller and Chief Accounting 
Richard R. Roeser             Officer

/s/ Paul S. Brentlinger       
- -------------------------     Director
Paul S. Brentlinger           

/s/ C. Fred Fetterolf
- -------------------------     Director   
C. Fred Fetterolf

/s/ Thomas Marshall           
- -------------------------     Director   
Thomas Marshall          

/s/ W. Craig McClelland   
- -------------------------     Director   
W. Craig McClelland   

/s/ Richard K. Pitler
- -------------------------     Director   
Richard K. Pitler

/s/ Charles J. Queenan, Jr.
- -------------------------     Director   
Charles J. Queenan, Jr.

/s/ James E. Rohr
- -------------------------     Director   
James E. Rohr

/s/ George W. Tippins                                   
- -------------------------     Director   
George W. Tippins                                   

/s/ Steven C. Wheelwright
- -------------------------     Director   
Steven C. Wheelwright
                                   II-9
EXHIBIT INDEX

Exhibit 
Number                        Item
- -------                       ----

  4(c)    Allegheny Ludlum Corporation Stock Acquisition and Retention
          Plan

  5       Opinion of Jon D. Walton, Vice President - General Counsel
          and Secretary of the Company relating to the legality of the
          shares registered under the Plan 

 23(a)    Consent of Jon D. Walton is contained in the Opinion of 
          Counsel filed as Exhibit 5

 23(b)    Consent of Ernst & Young 

                                   II-10