Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------


                       TELEDYNE TECHNOLOGIES INCORPORATED
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                                                                 <C>

                       DELAWARE                                                    25-1843385
(State or other jurisdiction of incorporation or organization)      (I.R.S. Employer Identification No.)
</TABLE>

                          12333 WEST OLYMPIC BOULEVARD
                          LOS ANGELES, CALIFORNIA 90064
                    (Address of principal executive offices)


                       TELEDYNE TECHNOLOGIES INCORPORATED
                            2002 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                 JOHN T. KUELBS
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                       TELEDYNE TECHNOLOGIES INCORPORATED
                          12333 WEST OLYMPIC BOULEVARD
                          LOS ANGELES, CALIFORNIA 90064
                     (Name and address of agent for service)

                                 (310) 893-1600
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>            <C>                         <C>                <C>                   <C>                        <C>

==========================================================================================================================
              TITLE OF                                        PROPOSED MAXIMUM      PROPOSED MAXIMUM          AMOUNT OF
             SECURITIES                   AMOUNT TO BE         OFFERING PRICE           AGGREGATE            REGISTRATION
          TO BE REGISTERED                 REGISTERED            PER SHARE           OFFERING PRICE              FEE

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

Common Stock, par value $.01 per         2,400,000(1)(2)         $16.66 (3)            $39,984,000            $3,678.53
share

==========================================================================================================================

</TABLE>

         (1) This Registration Statement also registers additional securities to
be  offered  or  issued  upon  adjustment  or  changes  made  to the  registered
securities  by  reason  of  any  stock  splits,   stock   dividends  or  similar
transactions  as permitted  by Rule 416(a) and Rule 416(b) under the  Securities
Act of 1933, as amended (the "Securities Act").

         (2) Includes  preferred stock purchase rights.  Prior to the occurrence
of certain  events,  the preferred  stock purchase  rights will not be evidenced
separately from the common stock.

         (3) Estimated  solely for the purpose of calculating  the  registration
fee under Rule  457(h),  based on the average of the high and low prices for the
Registrant's  Common Stock  reported on the New York Stock Exchange on April 23,
2002.
--------------------------------------------------------------------------------

<PAGE>



PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Act of 1933,
as amended (the  "Securities  Act"),  are  incorporated  by reference  into this
Registration  Statement:  (i) the Registrant's annual report on Form 10-K, filed
with the  Commission on March 18, 2002,  for the fiscal year ended  December 30,
2001 (File No. 001-15295);  and (ii) the description of the Registrant's  Common
Stock  contained  in the  Registrant's  Registration  Statement  on Form 10,  as
amended, filed with the Commission (File No. 001-15295).

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934,  as amended (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 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
Teledyne  Technologies  Incorporated  2002  Stock  Incentive  Plan (the  "Plan")
meeting the requirements of Section 10(a) of the Securities Act.

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

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty,  except for liability (i) for any breach of the director's duty
of loyalty to the  corporation or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law,  (iii) under Section 174 of the DGCL, or (iv) for any  transaction  from
which the director derived an improper  personal  benefit.  Article SEVEN of the
Registrant's Restated Certificate of Incorporation  provides that no director of
the Registrant shall be personally  liable to the Registrant or its stockholders
in accordance with the foregoing provisions of Section 102(b)(7).

          Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify  directors and officers under certain  prescribed  circumstances  and,
subject to certain  limitations,  against certain costs and expenses,  including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of being a  director  or  officer  of the
Registrant  if it is  determined  that  the  director  or the  officer  acted in
accordance  with the applicable  standard of conduct set forth in such statutory
provision.   Article  EIGHT  of  the   Registrant's   Restated   Certificate  of
Incorporation  provides  that  any  person  who  was or is  made a  party  or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of  the  fact  that  such  person  is or was a  director  or an  officer  of the
Registrant or is or was serving at the request of the  Registrant as a director,
officer,  employee or agent of another  corporation or of a  partnership,  joint
venture,  trust  or other  enterprise,  including


                                     II - 1
<PAGE>

service  with  respect to an employee  benefit  plan,  whether the basis of such
proceeding  is alleged  action in an official  capacity as a director,  officer,
employee  or agent or in any  capacity  while  serving as a  director,  officer,
employee or agent,  shall be indemnified  and held harmless by the Registrant to
the fullest extent authorized by the DGCL.

          The  Registrant  has  purchased  directors'  and  officers'  liability
insurance covering certain liabilities which may be incurred by the officers and
directors of the Registrant in connection with the performance of their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

         The following  exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:

<TABLE>
<CAPTION>
<S>              <C>


EXHIBIT NO.                                 DESCRIPTION
-----------                                 -----------

   4.1            Restated  Certificate  of  Incorporation  of  Teledyne   Technologies   Incorporated   (including
                  Certificate of Designation of Series A Junior  Participating  Preferred  Stock)  (incorporated by
                  reference  to  Exhibit 3.1  to the  Company's  Annual  Report  on  Form 10-K  for the year  ended
                  January 2, 2000 (File No. 1-15295)).

   4.2            Amended and Restated Bylaws of Teledyne Technologies  Incorporated  (incorporated by reference to
                  Exhibit 3.2  to the  Company's  Annual  Report on Form 10-K  for the year ended  January 2,  2000
                  (File No. 1-15295)).

   4.3            Rights  Agreement dated as of November 29,  1999 between Teledyne  Technologies  Incorporated and
                  ChaseMellon  Shareholder  Services,  L.L.C.  (incorporated  by  reference to  Exhibit 4.1  to the
                  Company's Current Report on Form 8-K dated as of November 29, 1999 (File No. 1-15295)).

   5.1            Opinion of  Kirkpatrick  & Lockhart LLP  regarding  the  legality of the shares being  registered
                  hereunder.

   23.1           Consent of Ernst & Young LLP, independent auditors.

   23.2           Consent of Kirkpatrick & Lockhart LLP (included in the Opinion filed as Exhibit 5.1).

   24.1           Power of Attorney.


</TABLE>


                                     II - 2
<PAGE>



ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

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

                           (i)  To include any  prospectus  required  by Section
                  10(a)(3) of the Securities Act;

                           (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) of this section do
not apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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 purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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 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  Securities  Act and will be  governed by the final
adjudication of such issue.



                                     II - 3
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Los Angeles, State of California, on this 24th day of
April, 2002.

                            TELEDYNE TECHNOLOGIES INCORPORATED


                            By:  /s/ ROBERT MEHRABIAN
                                 -----------------------------------------------
                                 Robert Mehrabian
                                 Chairman, President and Chief Executive Officer


         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date(s) indicated:

<TABLE>
<CAPTION>
<S>                <C>                          <C>                                           <C>

             SIGNATURE                                       CAPACITY                               DATE
             ---------                                       --------                               ----

/s/ Robert Mehrabian                             Chairman, President and Chief Executive        April 24, 2002
-------------------------------------            Officer (Principal Executive Officer)
Robert Mehrabian


/s/ Robert J. Naglieri                           Senior Vice President and Chief Financial      April 24, 2002
-------------------------------------            Officer  (Principal Financial Officer)
Robert J. Naglieri


/s/ Dale A. Schnittjer                           Vice President and Controller (Principal       April 24, 2002
-------------------------------------            Accounting Officer)
Dale A. Schnittjer


                *                                Director                                       April 24, 2002
-------------------------------------
Robert P. Bozzone


                *                                Director                                       April 24, 2002
-------------------------------------
Frank V. Cahouet


                *                                Director                                       April 24, 2002
-------------------------------------
Diane C. Creel


                *                                Director                                       April 24, 2002
-------------------------------------
Charles Crocker



                                     II - 4
<PAGE>


             SIGNATURE                                       CAPACITY                               DATE
             ---------                                       --------                               ----


                *                                Director                                       April 24, 2002
-------------------------------------
Paul D. Miller


                *                                Director                                       April 24, 2002
-------------------------------------
Charles J. Queenan, Jr.


                *                                Director                                       April 24, 2002
-------------------------------------
Michael T. Smith


*     /s/ MELANIE S. CIBIK
 ------------------------------------
Melanie S. Cibik
Pursuant to a Power of Attorney






</TABLE>

                                     II - 5
<PAGE>






                                  EXHIBIT INDEX

EXHIBIT NO.                                  DESCRIPTION
-----------                                  -----------

   4.1         Restated  Certificate of Incorporation  of Teledyne  Technologies
               Incorporated  (including  Certificate  of Designation of Series A
               Junior Participating  Preferred Stock) (incorporated by reference
               to Exhibit 3.1 to the  Company's  Annual  Report on Form 10-K for
               the year ended January 2, 2000 (File No. 1-15295)).

   4.2         Amended and Restated Bylaws of Teledyne Technologies Incorporated
               (incorporated by reference to Exhibit 3.2 to the Company's Annual
               Report on Form 10-K for the year ended  January 2, 2000 (File No.
               1-15295)).


   4.3         Rights  Agreement dated as of November 29, 1999 between  Teledyne
               Technologies  Incorporated and ChaseMellon  Shareholder Services,
               L.L.C. (incorporated by reference to Exhibit 4.1 to the Company's
               Current  Report on Form 8-K dated as of  November  29, 1999 (File
               No. 1-15295)).

   5.1         Opinion of  Kirkpatrick  & Lockhart LLP regarding the legality of
               the shares being registered hereunder.

   23.1        Consent of Ernst & Young LLP, independent auditors.

   23.2        Consent of  Kirkpatrick  & Lockhart LLP  (included in the Opinion
               filed as Exhibit 5.1).

   24.1        Power of Attorney.





                                     II - 6
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19715}]
{"company-data": {"conformed-name": "TELEDYNE TECHNOLOGIES INC", "cik": "0001094285", "assigned-sic": "8711", "irs-number": "251843385", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87014", "film-number": "02622012"}, "business-address": {"street1": "2049 CENTURY PARK E", "street2": "#1500", "city": "LOS ANGELES", "state": "CA", "zip": "90067-3101", "phone": "310-277-3311"}, "mail-address": {"street1": "2049 CENTURY PARK E", "street2": "#1500", "city": "LOS ANGELES", "state": "CA", "zip": "90067-3101"}}
Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                       TELEDYNE TECHNOLOGIES INCORPORATED
             (Exact name of registrant as specified in its charter)
DELAWARE                                                    25-1843385
(State or other jurisdiction of incorporation or organization)      (I.R.S. Employer Identification No.)
12333 WEST OLYMPIC BOULEVARD
                          LOS ANGELES, CALIFORNIA 90064
                    (Address of principal executive offices)

                       TELEDYNE TECHNOLOGIES INCORPORATED
                            2002 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                 JOHN T. KUELBS
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                       TELEDYNE TECHNOLOGIES INCORPORATED
                          12333 WEST OLYMPIC BOULEVARD
                          LOS ANGELES, CALIFORNIA 90064
                     (Name and address of agent for service)

                                 (310) 893-1600
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
              TITLE OF                                        PROPOSED MAXIMUM      PROPOSED MAXIMUM          AMOUNT OF
             SECURITIES                   AMOUNT TO BE         OFFERING PRICE           AGGREGATE            REGISTRATION
          TO BE REGISTERED                 REGISTERED            PER SHARE           OFFERING PRICE              FEE

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

Common Stock, par value $.01 per         2,400,000(1)(2)         $16.66 (3)            $39,984,000            $3,678.53
share

==========================================================================================================================
(1) This Registration Statement also registers additional securities to
be  offered  or  issued  upon  adjustment  or  changes  made  to the  registered
securities  by  reason  of  any  stock  splits,   stock   dividends  or  similar
transactions  as permitted  by Rule 416(a) and Rule 416(b) under the  Securities
Act of 1933, as amended (the "Securities Act").

         (2) Includes  preferred stock purchase rights.  Prior to the occurrence
of certain  events,  the preferred  stock purchase  rights will not be evidenced
separately from the common stock.

         (3) Estimated  solely for the purpose of calculating  the  registration
fee under Rule  457(h),  based on the average of the high and low prices for the
Registrant's  Common Stock  reported on the New York Stock Exchange on April 23,
2002.
--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Act of 1933,
as amended (the  "Securities  Act"),  are  incorporated  by reference  into this
Registration  Statement:  (i) the Registrant's annual report on Form 10-K, filed
with the  Commission on March 18, 2002,  for the fiscal year ended  December 30,
2001 (File No. 001-15295);  and (ii) the description of the Registrant's  Common
Stock  contained  in the  Registrant's  Registration  Statement  on Form 10,  as
amended, filed with the Commission (File No. 001-15295).

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934,  as amended (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 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
Teledyne  Technologies  Incorporated  2002  Stock  Incentive  Plan (the  "Plan")
meeting the requirements of Section 10(a) of the Securities Act.

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

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty,  except for liability (i) for any breach of the director's duty
of loyalty to the  corporation or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law,  (iii) under Section 174 of the DGCL, or (iv) for any  transaction  from
which the director derived an improper  personal  benefit.  Article SEVEN of the
Registrant's Restated Certificate of Incorporation  provides that no director of
the Registrant shall be personally  liable to the Registrant or its stockholders
in accordance with the foregoing provisions of Section 102(b)(7).

          Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify  directors and officers under certain  prescribed  circumstances  and,
subject to certain  limitations,  against certain costs and expenses,  including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of being a  director  or  officer  of the
Registrant  if it is  determined  that  the  director  or the  officer  acted in
accordance  with the applicable  standard of conduct set forth in such statutory
provision.   Article  EIGHT  of  the   Registrant's   Restated   Certificate  of
Incorporation  provides  that  any  person  who  was or is  made a  party  or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of  the  fact  that  such  person  is or was a  director  or an  officer  of the
Registrant or is or was serving at the request of the  Registrant as a director,
officer,  employee or agent of another  corporation or of a  partnership,  joint
venture,  trust  or other  enterprise,  including

                                     II - 1
service  with  respect to an employee  benefit  plan,  whether the basis of such
proceeding  is alleged  action in an official  capacity as a director,  officer,
employee  or agent or in any  capacity  while  serving as a  director,  officer,
employee or agent,  shall be indemnified  and held harmless by the Registrant to
the fullest extent authorized by the DGCL.

          The  Registrant  has  purchased  directors'  and  officers'  liability
insurance covering certain liabilities which may be incurred by the officers and
directors of the Registrant in connection with the performance of their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

         The following  exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
EXHIBIT NO.                                 DESCRIPTION
-----------                                 -----------

   4.1            Restated  Certificate  of  Incorporation  of  Teledyne   Technologies   Incorporated   (including
                  Certificate of Designation of Series A Junior  Participating  Preferred  Stock)  (incorporated by
                  reference  to  Exhibit 3.1  to the  Company's  Annual  Report  on  Form 10-K  for the year  ended
                  January 2, 2000 (File No. 1-15295)).

   4.2            Amended and Restated Bylaws of Teledyne Technologies  Incorporated  (incorporated by reference to
                  Exhibit 3.2  to the  Company's  Annual  Report on Form 10-K  for the year ended  January 2,  2000
                  (File No. 1-15295)).

   4.3            Rights  Agreement dated as of November 29,  1999 between Teledyne  Technologies  Incorporated and
                  ChaseMellon  Shareholder  Services,  L.L.C.  (incorporated  by  reference to  Exhibit 4.1  to the
                  Company's Current Report on Form 8-K dated as of November 29, 1999 (File No. 1-15295)).

   5.1            Opinion of  Kirkpatrick  & Lockhart LLP  regarding  the  legality of the shares being  registered
                  hereunder.

   23.1           Consent of Ernst & Young LLP, independent auditors.

   23.2           Consent of Kirkpatrick & Lockhart LLP (included in the Opinion filed as Exhibit 5.1).

   24.1           Power of Attorney.
II - 2
ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

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

                           (i)  To include any  prospectus  required  by Section
                  10(a)(3) of the Securities Act;

                           (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) of this section do
not apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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 purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                     II - 3
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Los Angeles, State of California, on this 24th day of
April, 2002.

                            TELEDYNE TECHNOLOGIES INCORPORATED

                            By:  /s/ ROBERT MEHRABIAN
                                 -----------------------------------------------
                                 Robert Mehrabian
                                 Chairman, President and Chief Executive Officer

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date(s) indicated:
SIGNATURE                                       CAPACITY                               DATE
             ---------                                       --------                               ----

/s/ Robert Mehrabian                             Chairman, President and Chief Executive        April 24, 2002
-------------------------------------            Officer (Principal Executive Officer)
Robert Mehrabian

/s/ Robert J. Naglieri                           Senior Vice President and Chief Financial      April 24, 2002
-------------------------------------            Officer  (Principal Financial Officer)
Robert J. Naglieri

/s/ Dale A. Schnittjer                           Vice President and Controller (Principal       April 24, 2002
-------------------------------------            Accounting Officer)
Dale A. Schnittjer

                *                                Director                                       April 24, 2002
-------------------------------------
Robert P. Bozzone

                *                                Director                                       April 24, 2002
-------------------------------------
Frank V. Cahouet

                *                                Director                                       April 24, 2002
-------------------------------------
Diane C. Creel

                *                                Director                                       April 24, 2002
-------------------------------------
Charles Crocker

                                     II - 4
SIGNATURE                                       CAPACITY                               DATE
             ---------                                       --------                               ----

                *                                Director                                       April 24, 2002
-------------------------------------
Paul D. Miller

                *                                Director                                       April 24, 2002
-------------------------------------
Charles J. Queenan, Jr.

                *                                Director                                       April 24, 2002
-------------------------------------
Michael T. Smith

*     /s/ MELANIE S. CIBIK
 ------------------------------------
Melanie S. Cibik
Pursuant to a Power of Attorney
II - 5
EXHIBIT INDEX

EXHIBIT NO.                                  DESCRIPTION
-----------                                  -----------

   4.1         Restated  Certificate of Incorporation  of Teledyne  Technologies
               Incorporated  (including  Certificate  of Designation of Series A
               Junior Participating  Preferred Stock) (incorporated by reference
               to Exhibit 3.1 to the  Company's  Annual  Report on Form 10-K for
               the year ended January 2, 2000 (File No. 1-15295)).

   4.2         Amended and Restated Bylaws of Teledyne Technologies Incorporated
               (incorporated by reference to Exhibit 3.2 to the Company's Annual
               Report on Form 10-K for the year ended  January 2, 2000 (File No.
               1-15295)).

   4.3         Rights  Agreement dated as of November 29, 1999 between  Teledyne
               Technologies  Incorporated and ChaseMellon  Shareholder Services,
               L.L.C. (incorporated by reference to Exhibit 4.1 to the Company's
               Current  Report on Form 8-K dated as of  November  29, 1999 (File
               No. 1-15295)).

   5.1         Opinion of  Kirkpatrick  & Lockhart LLP regarding the legality of
               the shares being registered hereunder.

   23.1        Consent of Ernst & Young LLP, independent auditors.

   23.2        Consent of  Kirkpatrick  & Lockhart LLP  (included in the Opinion
               filed as Exhibit 5.1).

   24.1        Power of Attorney.

                                     II - 6