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

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

                                    FORM S-8

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

                       ALLEGHENY TECHNOLOGIES INCORPORATED
             (Exact name of registrant as specified in its charter)

               DELAWARE                                 25-1792394
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)


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


                 ALLEGHENY RODNEY (ALSTRIP) PROFIT SHARING PLAN
                            (Full title of the plan)

                                  JON D. WALTON
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                       ALLEGHENY TECHNOLOGIES INCORPORATED
                               1000 SIX PPG PLACE
                       PITTSBURGH, PENNSYLVANIA 15222-5479
                     (Name and address of agent for service)

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

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>

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

-----------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>                <C>                   <C>
Common Stock, par value     $200,000(1)            16.19(2)           3,238,000             $809.50
$.10 per share

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

         (1)  Pursuant to Rule  416(c),  under the  Securities  Act of 1933,  as
amended  (the  "Securities   Act"),  this   registration   statement  covers  an
indeterminate  number  of  interests  to be  offered  or  sold  pursuant  to the
Allegheny Rodney (ALstrip) Profit Sharing Plan.

         (2) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h).  The fee is  calculated on the basis of the average
of the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on January 29, 2001.
--------------------------------------------------------------------------------
</TABLE>

<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 Exchange Act
of 1934, as amended (the "Exchange  Act"),  are  incorporated  by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form 10-K for
the year ended  December  31,  1999 (File No.  1-12001);  (ii) the  Registrant's
Quarterly  Reports on Form 10-Q for the quarterly  periods ended March 30, 2000,
June 30, 2000 and September 30, 2000 (File No. 1-2001);  (iii) the  Registrant's
current report on Form 8-K filed on December 7, 2000 and (iv) the description of
the  Registrant's  Common  Stock  contained  in  the  Registrant's  Registration
Statement on Form 8-A filed on July 30, 1996.

         All documents  subsequently filed by the Registrant 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  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  Rodney  (ALstrip)  Profit  Sharing  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 breaches 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

<PAGE>

proceeding, whether civil, criminal,  administrative or investigative,  to which
any of them is a party by reason  of his  being a  director  or  officer  of the
corporation if it is determined  that he 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 the Registrant
will indemnify 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 he
or she 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 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        Certificate  of  Incorporation  of  Allegheny   Technologies
                    Incorporated  (incorporated  by  reference to Exhibit 3.1 to
                    the  Registrant's  Annual  Report  on Form 10-K for the year
                    ended December 31, 1999 (File No. 1-12001)).

         4.2        Amended  and  Restated  Bylaws  of  Allegheny   Technologies
                    Incorporated  (incorporated  by  reference to Exhibit 3.2 to
                    the  Registrant's  Annual  Report  on Form 10-K for the year
                    ended December 31, 1998 (File No. 1-12001)).

         5.1        Opinion of Scott E. Westwood,  Esquire,  Counsel - Corporate
                    and  General   Business  and  Assistant   Secretary  of  the
                    Registrant,  regarding  the  legality  of the  shares  being
                    registered hereunder.

         5.2        Determination letter issued by Internal Revenue Service with
                    respect to the Allegheny  Rodney  (ALstrip)  Profit  Sharing
                    Plan.

         23.1       Consent of Ernst & Young LLP.

         23.2       Consent of Scott E. Westwood,  Esquire,  Counsel - Corporate
                    and  General   Business  and  Assistant   Secretary  of  the
                    Registrant (included in the Opinion filed as Exhibit 5.1).

         24.1       Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).


                                      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;

                  (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  Pittsburgh,  Commonwealth  of
     Pennsylvania, on this 29th day of January, 2001.

                                  ALLEGHENY TECHNOLOGIES INCORPORATED

                                  By: /s/  R. P. Bozzone
                                      -------------------------------
                                      Robert P. Bozzone
                                      Chairman of the Board, President and Chief
                                         Executive Officer

          We, the undersigned  directors and officers of Allegheny  Technologies
     Incorporated,  do hereby  constitute  and appoint Jon D. Walton and Mary W.
     Snyder,  or either of them, our true and lawful attorneys and agents, to do
     any and all acts and things in our name and on our behalf in our capacities
     as directors and officers and to execute any and all instruments for us and
     in our names in the capacities  indicated  below,  which said attorneys and
     agents,  or either of them,  may deem necessary or advisable to enable said
     corporation to comply with the  Securities  Act and any rules,  regulations
     and  requirements of the Commission,  in connection with this  Registration
     Statement,  including  specifically,  but  without  limitation,  power  and
     authority  to  sign  for us or any of us in  our  names  in the  capacities
     indicated   below,  any  and  all  amendments   (including   post-effective
     amendments)  hereto  and we do  hereby  ratify  and  confirm  all that said
     attorneys  and agents,  or either of them,  shall do or cause to be done by
     virtue hereof.

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

<TABLE>

<CAPTION>

                SIGNATURE                             CAPACITY                                DATE
                ---------                             --------                                ----
      <S>                               <C>                                              <C>

      /s/  R. P. Bozzone                Chairman of the Board, President and Chief       January 29, 2001
      ----------------------------      Executive Officer (Principal Executive
      Robert P. Bozzone                 Officer) and a Director


      /s/  R. J. Harshman               Vice President-Finance and Chief Financial       January 29, 2001
      ----------------------------      Officer (Principal Financial
      Richard J. Harshman               Officer and Principal Accounting Officer)


      /s/  D. G. Reid                   Vice President-Controller and Chief              January 29, 2001
      ----------------------------      Accounting Officer
      Dale G. Reid

      /s/  J. L. Murdy                  Executive Vice President and a Director          January 29, 2001
      ----------------------------
      James L. Murdy


                                      II-4

<PAGE>

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


      /s/  P. S. Brentlinger            Director                                         January 29, 2001
      ----------------------------
      Paul S. Brentlinger

      /s/  F. V. Cahouet                Director                                         January 29, 2001
      ----------------------------
      Frank V. Cahouet

      /s/  D. C. Creel                  Director                                         January 29, 2001
      ----------------------------
      Diane C. Creel

      /s/  C. F. Fetterolf              Director                                         January 29, 2001
      ----------------------------
      C. Fred Fetterolf

      /s/  R. J. Groves                 Director                                         January 29, 2001
      ----------------------------
      Ray J. Groves

      /s/  G. J. Kourpias               Director                                         January 29, 2001
      ----------------------------
      George J. Kourpias

      /s/  W. C. McClelland             Director                                         January 29, 2001
      ----------------------------
      W. Craig McClelland

      /s/  W. G. Ouchi                  Director                                         January 29, 2001
      ----------------------------
      William G. Ouchi

      /s/  C. J. Queenan, Jr.           Director                                         January 29, 2001
      ----------------------------
      Charles J. Queenan, Jr.

      /s/  J. E. Rohr                   Director                                         January 29, 2001
      ----------------------------
      James E. Rohr

</TABLE>





                                      II-5
<PAGE>


          Pursuant  to  the   requirements  of  the  Securities  Act,  the  Plan
     Administrator  of the Allegheny  Rodney  (ALstrip) Profit Sharing Plan have
     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 January 29, 2001.

                                         ALLEGHENY TECHNOLOGIES INCORPORATED

                                         By: /s/ R. S. Park
                                             --------------------------------
                                             R. S. Park, Vice President
                                             and Treasurer



















                                      II-6
<PAGE>

                                  EXHIBIT INDEX


        Exhibit No.                        Description
        -----------                        -----------

            4.1         Certificate of Incorporation  of Allegheny  Technologies
                        Incorporated  (incorporated  by reference to Exhibit 3.1
                        to the  Registrant's  Annual Report on Form 10-K for the
                        year ended December 31, 1999 (File No. 1-12001)).

            4.2         Amended and Restated  Bylaws of  Allegheny  Technologies
                        Incorporated  (incorporated  by reference to Exhibit 3.2
                        to the  Registrant's  Annual Report on Form 10-K for the
                        year ended December 31, 1998 (File No. 1-12001)).

            5.1         Opinion  of  Scott  E.  Westwood,   Esquire,  Counsel  -
                        Corporate and General  Business and Assistant  Secretary
                        of the Registrant,  regarding the legality of the shares
                        being registered hereunder.

            5.2         Determination  letter issued by Internal Revenue Service
                        with respect to the Allegheny  Rodney  (ALstrip)  Profit
                        Sharing Plan.

            23.1        Consent of Ernst & Young LLP.

            23.2        Consent  of  Scott  E.  Westwood,   Esquire,  Counsel  -
                        Corporate and General  Business and Assistant  Secretary
                        of the  Registrant  (included  in the  Opinion  filed as
                        Exhibit 5.1).

            24.1        Power of  Attorney (set  forth  on the signature page of
                        this Registration Statement).





                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 22309}]
{"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": "333-54620", "film-number": "1519328"}, "business-address": {"street1": "2049 CENTURY PARK E", "city": "LOS ANGELES", "state": "CA", "zip": "90067-3101", "phone": "3102773311"}, "mail-address": {"street1": "1000 SIX PPG PLACE", "city": "PITTSBURGH", "state": "PA", "zip": "15222-5479"}}
Registration No. 333-
                                                                        -------
-------------------------------------------------------------------------------

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

                                    FORM S-8

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

                       ALLEGHENY TECHNOLOGIES INCORPORATED
             (Exact name of registrant as specified in its charter)

               DELAWARE                                 25-1792394
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

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

                 ALLEGHENY RODNEY (ALSTRIP) PROFIT SHARING PLAN
                            (Full title of the plan)

                                  JON D. WALTON
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                       ALLEGHENY TECHNOLOGIES INCORPORATED
                               1000 SIX PPG PLACE
                       PITTSBURGH, PENNSYLVANIA 15222-5479
                     (Name and address of agent for service)

                                 (412) 394-2800
          (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     $200,000(1)            16.19(2)           3,238,000             $809.50
$.10 per share

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

         (1)  Pursuant to Rule  416(c),  under the  Securities  Act of 1933,  as
amended  (the  "Securities   Act"),  this   registration   statement  covers  an
indeterminate  number  of  interests  to be  offered  or  sold  pursuant  to the
Allegheny Rodney (ALstrip) Profit Sharing Plan.

         (2) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h).  The fee is  calculated on the basis of the average
of the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on January 29, 2001.
--------------------------------------------------------------------------------
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 Exchange Act
of 1934, as amended (the "Exchange  Act"),  are  incorporated  by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form 10-K for
the year ended  December  31,  1999 (File No.  1-12001);  (ii) the  Registrant's
Quarterly  Reports on Form 10-Q for the quarterly  periods ended March 30, 2000,
June 30, 2000 and September 30, 2000 (File No. 1-2001);  (iii) the  Registrant's
current report on Form 8-K filed on December 7, 2000 and (iv) the description of
the  Registrant's  Common  Stock  contained  in  the  Registrant's  Registration
Statement on Form 8-A filed on July 30, 1996.

         All documents  subsequently filed by the Registrant 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  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  Rodney  (ALstrip)  Profit  Sharing  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 breaches 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 his  being a  director  or  officer  of the
corporation if it is determined  that he 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 the Registrant
will indemnify 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 he
or she 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 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        Certificate  of  Incorporation  of  Allegheny   Technologies
                    Incorporated  (incorporated  by  reference to Exhibit 3.1 to
                    the  Registrant's  Annual  Report  on Form 10-K for the year
                    ended December 31, 1999 (File No. 1-12001)).

         4.2        Amended  and  Restated  Bylaws  of  Allegheny   Technologies
                    Incorporated  (incorporated  by  reference to Exhibit 3.2 to
                    the  Registrant's  Annual  Report  on Form 10-K for the year
                    ended December 31, 1998 (File No. 1-12001)).

         5.1        Opinion of Scott E. Westwood,  Esquire,  Counsel - Corporate
                    and  General   Business  and  Assistant   Secretary  of  the
                    Registrant,  regarding  the  legality  of the  shares  being
                    registered hereunder.

         5.2        Determination letter issued by Internal Revenue Service with
                    respect to the Allegheny  Rodney  (ALstrip)  Profit  Sharing
                    Plan.

         23.1       Consent of Ernst & Young LLP.

         23.2       Consent of Scott E. Westwood,  Esquire,  Counsel - Corporate
                    and  General   Business  and  Assistant   Secretary  of  the
                    Registrant (included in the Opinion filed as Exhibit 5.1).

         24.1       Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).

                                      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;

                  (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  Pittsburgh,  Commonwealth  of
     Pennsylvania, on this 29th day of January, 2001.

                                  ALLEGHENY TECHNOLOGIES INCORPORATED

                                  By: /s/  R. P. Bozzone
                                      -------------------------------
                                      Robert P. Bozzone
                                      Chairman of the Board, President and Chief
                                         Executive Officer

          We, the undersigned  directors and officers of Allegheny  Technologies
     Incorporated,  do hereby  constitute  and appoint Jon D. Walton and Mary W.
     Snyder,  or either of them, our true and lawful attorneys and agents, to do
     any and all acts and things in our name and on our behalf in our capacities
     as directors and officers and to execute any and all instruments for us and
     in our names in the capacities  indicated  below,  which said attorneys and
     agents,  or either of them,  may deem necessary or advisable to enable said
     corporation to comply with the  Securities  Act and any rules,  regulations
     and  requirements of the Commission,  in connection with this  Registration
     Statement,  including  specifically,  but  without  limitation,  power  and
     authority  to  sign  for us or any of us in  our  names  in the  capacities
     indicated   below,  any  and  all  amendments   (including   post-effective
     amendments)  hereto  and we do  hereby  ratify  and  confirm  all that said
     attorneys  and agents,  or either of them,  shall do or cause to be done by
     virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
      Statement  and the  foregoing  Power of  Attorney  have been signed by the
      following persons in the capacities and on the date(s) indicated:
SIGNATURE                             CAPACITY                                DATE
                ---------                             --------                                ----
/s/  R. P. Bozzone                Chairman of the Board, President and Chief       January 29, 2001
      ----------------------------      Executive Officer (Principal Executive
      Robert P. Bozzone                 Officer) and a Director

      /s/  R. J. Harshman               Vice President-Finance and Chief Financial       January 29, 2001
      ----------------------------      Officer (Principal Financial
      Richard J. Harshman               Officer and Principal Accounting Officer)

      /s/  D. G. Reid                   Vice President-Controller and Chief              January 29, 2001
      ----------------------------      Accounting Officer
      Dale G. Reid

      /s/  J. L. Murdy                  Executive Vice President and a Director          January 29, 2001
      ----------------------------
      James L. Murdy

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

      /s/  P. S. Brentlinger            Director                                         January 29, 2001
      ----------------------------
      Paul S. Brentlinger

      /s/  F. V. Cahouet                Director                                         January 29, 2001
      ----------------------------
      Frank V. Cahouet

      /s/  D. C. Creel                  Director                                         January 29, 2001
      ----------------------------
      Diane C. Creel

      /s/  C. F. Fetterolf              Director                                         January 29, 2001
      ----------------------------
      C. Fred Fetterolf

      /s/  R. J. Groves                 Director                                         January 29, 2001
      ----------------------------
      Ray J. Groves

      /s/  G. J. Kourpias               Director                                         January 29, 2001
      ----------------------------
      George J. Kourpias

      /s/  W. C. McClelland             Director                                         January 29, 2001
      ----------------------------
      W. Craig McClelland

      /s/  W. G. Ouchi                  Director                                         January 29, 2001
      ----------------------------
      William G. Ouchi

      /s/  C. J. Queenan, Jr.           Director                                         January 29, 2001
      ----------------------------
      Charles J. Queenan, Jr.

      /s/  J. E. Rohr                   Director                                         January 29, 2001
      ----------------------------
      James E. Rohr
II-5
Pursuant  to  the   requirements  of  the  Securities  Act,  the  Plan
     Administrator  of the Allegheny  Rodney  (ALstrip) Profit Sharing Plan have
     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 January 29, 2001.

                                         ALLEGHENY TECHNOLOGIES INCORPORATED

                                         By: /s/ R. S. Park
                                             --------------------------------
                                             R. S. Park, Vice President
                                             and Treasurer

                                      II-6
EXHIBIT INDEX

        Exhibit No.                        Description
        -----------                        -----------

            4.1         Certificate of Incorporation  of Allegheny  Technologies
                        Incorporated  (incorporated  by reference to Exhibit 3.1
                        to the  Registrant's  Annual Report on Form 10-K for the
                        year ended December 31, 1999 (File No. 1-12001)).

            4.2         Amended and Restated  Bylaws of  Allegheny  Technologies
                        Incorporated  (incorporated  by reference to Exhibit 3.2
                        to the  Registrant's  Annual Report on Form 10-K for the
                        year ended December 31, 1998 (File No. 1-12001)).

            5.1         Opinion  of  Scott  E.  Westwood,   Esquire,  Counsel  -
                        Corporate and General  Business and Assistant  Secretary
                        of the Registrant,  regarding the legality of the shares
                        being registered hereunder.

            5.2         Determination  letter issued by Internal Revenue Service
                        with respect to the Allegheny  Rodney  (ALstrip)  Profit
                        Sharing Plan.

            23.1        Consent of Ernst & Young LLP.

            23.2        Consent  of  Scott  E.  Westwood,   Esquire,  Counsel  -
                        Corporate and General  Business and Assistant  Secretary
                        of the  Registrant  (included  in the  Opinion  filed as
                        Exhibit 5.1).

            24.1        Power of  Attorney (set  forth  on the signature page of
                        this Registration Statement).

                                      II-7