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

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                       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       (I.R.S. Employer Identification No.)
       incorporation or organization)


           2049 CENTURY PARK EAST
          LOS ANGELES, CALIFORNIA                          90067-3101
  (Address of principal executive offices)                 (Zip Code)



                       TELEDYNE TECHNOLOGIES INCORPORATED
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                                 JOHN T. KUELBS
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                       TELEDYNE TECHNOLOGIES INCORPORATED
                             2049 CENTURY PARK EAST
                       LOS ANGELES, CALIFORNIA 90067-3101
                     (Name and address of agent for service)

                                 (310) 551-4302
               (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

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 TITLE OF EACH CLASS  AMOUNT TO BE     PROPOSED       PROPOSED        AMOUNT OF
 OF SECURITIES TO BE  REGISTERED(1)    MAXIMUM         MAXIMUM      REGISTRATION
     REGISTERED                     OFFERING PRICE    AGGREGATE           FEE
                                       PER UNIT    OFFERING PRICE

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

Deferred Compensation  $30,000,000       N/A         $30,000,000         $7,920
  Obligations(2) (3)

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

      (1) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.

      (2) The Deferred  Compensation  Obligations  are unsecured  obligations of
Teledyne Technologies Incorporated to pay deferred compensation in the future in
accordance with the terms of the Teledyne  Technologies  Incorporated  Executive
Deferred Compensation Plan.

      (3)  Pursuant  to Rule  416(c)  under  the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold  pursuant to the Teledyne  Technologies  Incorporated  Executive
Deferred Compensation Plan.

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



<PAGE>



                                  INTRODUCTION

      Teledyne Technologies Incorporated (the "Corporation" or the "Registrant")
is filing this  Registration  Statement because of the uncertainty as to whether
the  Deferred  Compensation  Obligations  (as defined  below) would or should be
considered  "securities" or be subject to registration  under the Securities Act
of 1933,  as amended (the  "Securities  Act").  The filing of this  Registration
Statement is not an admission by the Registrant  that the Deferred  Compensation
Obligations  are securities or are subject to the  registration  requirements of
the Securities Act.




                                     II - 1
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  document  filed by the  Registrant  with the Securities and
Exchange  Commission  (the  "Commission")  pursuant  to  the  Securities  Act is
incorporated by reference into this  Registration  Statement:  the  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 Executive Deferred Compensation Plan meeting
the requirements of Section 10(a) of the Securities Act.


ITEM 4.     DESCRIPTION OF SECURITIES.

      The  following   summarizes  the  $30,000,000  of  deferred   compensation
obligations  ("Deferred  Compensation  Obligations")  created  pursuant  to  the
Teledyne  Technologies  Incorporated  Executive Deferred  Compensation Plan (the
"Plan").  This summary is qualified in its entirety by reference to the terms of
the Plan filed as Exhibit 4 hereto and incorporated herein by reference.

      Certain  members of management and other highly  compensated  employees of
the Corporation and its  subsidiaries are permitted to defer salary and bonuses,
if any,  pursuant to the Plan. When an employee makes a deferral  election under
the Plan, the  Corporation  retains the amount deferred and credits the value of
such  amount  by book  entry to an  account  maintained  under  the Plan for the
employee of the Corporation or participating subsidiary of the Corporation.  The
Corporation then assumes a general,  unsecured obligation to pay the employee (a
"participant") in the future the deferred amount in accordance with the terms of
the Plan under which salary or bonuses  were  deferred,  as adjusted  during the
deferred period in accordance with applicable investment measures as selected by
the participant.

      Payments of the Deferred  Compensation  Obligations  will be made from the
general  assets of the  Corporation,  except  to the  extent  payments  are made
pursuant to  insurance  policies  owned and  maintained  by the  Corporation  as
described  below.  Each  participant  is a  general  unsecured  creditor  of the
Corporation  with a claim against the Corporation for the amount the participant
has deferred,  as adjusted  during the deferral  period in  accordance  with the
applicable  investment  measures as selected by the  participant.  The  Deferred
Compensation  Obligations are unsecured  general  obligations of the Corporation
and rank equally  with other  unsecured  and  subordinated  indebtedness  of the
Corporation from time to time outstanding.

      Participants  receive quarterly  statements about their accounts under the
Plan. The  Corporation  determines the investment  measures  available under the
Plan. Each participant may elect to allocate the participant's account among the
available measures and may change the allocation in accordance with the terms of
the Plan.

      Participants  may  not  assign  or  transfer  the  Deferred   Compensation
Obligations, other than by designating a beneficiary or beneficiaries to receive
payment  if a  participant  dies  before  receiving  full  payment of the amount
credited to the participant's account and the Deferred Compensation  Obligations
shall  not be  subject  to  alienation,  encumbrance,  garnishment,  attachment,
execution or levy.

      Payment of Deferred Compensation Obligations generally is made at the time
and in the  manner  elected  by the  participants  at the  time of the  deferral
election as permitted by the Plan.  Payment elections for salary deferrals for a
subsequent  calendar  year may be  changed by filing a new  election  form on or
before December 1 of the preceding  calendar year. Bonus deferral  elections are
irrevocable  and apply  only to the  bonus  payable  with  respect  to  services
performed  during  the  calendar  year for  which  the  election  is made.  Each
participant  (or,  in the case of the  participant's  death,  the  participant's
beneficiary)  shall be entitled to receive a distribution under the Plan as soon
as practicable following the participant's  "Payment Eligibility Date." "Payment
Eligibility  Date"  means the first  day of the month



                                     II - 2
<PAGE>


following  the end of the  calendar  quarter in which a  participant  terminates
employment  or  dies.  A  participant  receiving  benefits  under  a  short-term
disability  or on an  approved  leave of  absence  shall  not be  deemed to have
terminated  employment  for the  purposes of the Plan.  The amount  payable to a
participant shall be the amount credited to the participant's  account as of the
participant's Payment Eligibility Date.

      Under the Plan,  the  Corporation  will own and  maintain one or more life
insurance  policies on the life of an insurable  participant.  If a  participant
dies at least 60 days following the first day of the month in which  allocations
are first made to the participant's  Plan account and prior to the participant's
Payment  Eligibility Date, the  participant's  beneficiary will receive directly
from the  insurance  company in a single lump sum an amount equal to the greater
of (1) ten times the salary and bonus  amounts  allocated to such  participant's
account during the first 12 months in which the insurable  participant  receives
allocations  to the  participant's  account,  and (2) two  times  the  insurable
participant's  account  balance  as of the  participant's  date of  death if the
participant  has not attained  age 56 at the date of death or, if the  insurable
participant is age 56 or older at death,  1.5 times the insurable  participant's
account balance as of the  participant's  date of death.  If a participant  dies
before the 60-day  eligibility  period, his or her beneficiary will receive only
the  balance  in  the  participant's  account  as of the  participant's  Payment
Eligibility Date.

      Any benefits  otherwise  payable with respect to an insurable  participant
under  the Plan  shall be  reduced  by the  value of  benefits  received  by the
insurable participant's beneficiary under the insurance policy or policies. If a
participant dies on or after the  participant's  Payment  Eligibility  Date, the
participant's  beneficiary  will not receive benefits under the insurance policy
or policies and any death benefits will be paid to the Corporation.

      A participant may take an earlier distribution at any time prior to his or
her Payment  Eligibility Date equal to 90% of the participant's  account balance
by filing a request with the  Corporation.  The  remaining 10% are a penalty and
forfeited by the participant to the Corporation.  In addition,  such participant
would become ineligible to participate in the Plan for the remainder of the Plan
year and the following Plan year.

      The Deferred Compensation  Obligations are not convertible into securities
of the Corporation,  and participants  have no voting rights with respect to the
Deferred Compensation  Obligations.  The Deferred Compensation  Obligations will
not have the benefit of any  negative  pledge or other  affirmative  or negative
covenant on the part of the  Corporation.  No trustee has been appointed  having
authority to take action with respect to the Deferred  Compensation  Obligations
and each participant will be responsible for acting  independently  with respect
to, among other  things,  the giving of notices,  responding  to any request for
consents,  waivers,  or  amendments  to the Deferred  Compensation  Obligations,
enforcing covenants and taking action upon any default.

      The Plan is  administered  by a  Committee,  consisting  of at least three
members,  appointed by the Executive Vice President and Chief Financial  Officer
of the  Corporation.  Committee  members  serve without  compensation  for their
services.  The Committee  has the full  discretion to construe and interpret the
terms and provision of the Plan, provided  administration of the Plan is done in
a uniform and nondiscriminatory manner and in accordance with laws applicable to
the  Plan.  A member of a  Committee  is not  permitted  to vote or act upon any
matter which  relates  solely to himself as a  participant.  The  Committee  may
appoint a Plan  administrator  or any other  agent,  and delegate to such person
such  powers and duties in  connection  with  administration  of the Plan as the
Committee may specify.  The Corporation's  Plan Oversight  Committee has general
oversight power with respect to the Plan's Committee.

      The Corporation's Plan Oversight Committee has the right to amend, modify,
suspend or  terminate  the Plan,  in whole or in part,  at any time,  subject to
ratification by the Personnel and  Compensation  Committee of the  Corporation's
Board of Directors. No such amendment, modification,  suspension or termination,
however, will reduce amounts then credited to a participant's account.


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



                                     II - 3
<PAGE>

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  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         Teledyne Technologies Incorporated Executive  Deferred  Compensation
            Plan.

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

23.1        Consent of Ernst & Young LLP.

23.2        Consent of Kirkpatrick & Lockhart LLP (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 - 4
<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 - 5
<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 Newport Beach, State of California, on this 29th day
of November, 1999.


                                    TELEDYNE TECHNOLOGIES INCORPORATED.


                                    By:  /s/ Robert Mehrabian
                                         ---------------------------------------
                                         Robert Mehrabian
                                         President and Chief Executive Officer


      We, the  undersigned  directors  and  officers  of  Teledyne  Technologies
Incorporated  do hereby  constitute  and  appoint  John T. Kuelbs and Melanie S.
Cibik,  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/ Robert Mehrabian          President and Chief Executive    November 29, 1999
--------------------------    Officer (Principal Executive
Robert Mehrabian              Officer) and a Director

/s/ Stefan C. Riesenfeld      Executive Vice President and     November 29, 1999
--------------------------    Chief Financial Officer
Stefan C. Riesenfeld          (Principal Financial Officer)

/s/ Dale A. Schnittjer        Controller (Principal            November 29, 1999
--------------------------    Accounting Officer)
Dale A. Schnittjer


/s/ Robert P. Bozzone         Director                         November 29, 1999
--------------------------
Robert P. Bozzone


/s/ Paul S. Brentlinger       Director                         November 29, 1999
--------------------------
Paul S. Brentlinger




                                     II - 6
<PAGE>







/s/ Frank V. Cahouet          Director                         November 29, 1999
--------------------------
Frank V. Cahouet


/s/ Thomas A. Corcoran        Director                         November 29, 1999
--------------------------
Thomas A. Corcoran


/s/ Diane C. Creel            Director                         November 29, 1999
--------------------------
Diane C. Creel


/s/ C. Fred Fetterolf         Director                         November 29, 1999
--------------------------
C. Fred Fetterolf


/s/ Charles J. Queenan, Jr.   Director                         November 29, 1999
---------------------------
Charles J. Queenan, Jr.





                                     II - 7
<PAGE>



   Pursuant to the  requirements  of the Securities  Act, the Committee 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 November 29, 1999.


                                    TELEDYNE TECHNOLOGIES INCORPORATED
                                    EXECUTIVE DEFERRED COMPENSATION PLAN


                                    By:  /s/ Stefan C. Riesenfeld
                                         ---------------------------------------
                                         Stefan C. Riesenfeld
                                         Committee Member




                                     II - 8
<PAGE>





                                EXHIBIT INDEX


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

   4.1       Teledyne Technologies Incorporated
             Executive Deferred Compensation Plan.

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

   23.1      Consent of Ernst & Young LLP.

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

   24.1      Power  of  Attorney  (set  forth  on the  signature  page  of  this
             Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26783}]
{"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": "333-91781", "film-number": "99766522"}, "business-address": {"street1": "1000 SIX PPG PLACE", "city": "PITTSBURGH", "state": "PA", "zip": "15222-5479", "phone": "4123942800"}, "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
                                   ----------

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

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

           2049 CENTURY PARK EAST
          LOS ANGELES, CALIFORNIA                          90067-3101
  (Address of principal executive offices)                 (Zip Code)

                       TELEDYNE TECHNOLOGIES INCORPORATED
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                                 JOHN T. KUELBS
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                       TELEDYNE TECHNOLOGIES INCORPORATED
                             2049 CENTURY PARK EAST
                       LOS ANGELES, CALIFORNIA 90067-3101
                     (Name and address of agent for service)

                                 (310) 551-4302
               (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

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

 TITLE OF EACH CLASS  AMOUNT TO BE     PROPOSED       PROPOSED        AMOUNT OF
 OF SECURITIES TO BE  REGISTERED(1)    MAXIMUM         MAXIMUM      REGISTRATION
     REGISTERED                     OFFERING PRICE    AGGREGATE           FEE
                                       PER UNIT    OFFERING PRICE

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

Deferred Compensation  $30,000,000       N/A         $30,000,000         $7,920
  Obligations(2) (3)

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

      (1) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.

      (2) The Deferred  Compensation  Obligations  are unsecured  obligations of
Teledyne Technologies Incorporated to pay deferred compensation in the future in
accordance with the terms of the Teledyne  Technologies  Incorporated  Executive
Deferred Compensation Plan.

      (3)  Pursuant  to Rule  416(c)  under  the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold  pursuant to the Teledyne  Technologies  Incorporated  Executive
Deferred Compensation Plan.

--------------------------------------------------------------------------------
INTRODUCTION

      Teledyne Technologies Incorporated (the "Corporation" or the "Registrant")
is filing this  Registration  Statement because of the uncertainty as to whether
the  Deferred  Compensation  Obligations  (as defined  below) would or should be
considered  "securities" or be subject to registration  under the Securities Act
of 1933,  as amended (the  "Securities  Act").  The filing of this  Registration
Statement is not an admission by the Registrant  that the Deferred  Compensation
Obligations  are securities or are subject to the  registration  requirements of
the Securities Act.

                                     II - 1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  document  filed by the  Registrant  with the Securities and
Exchange  Commission  (the  "Commission")  pursuant  to  the  Securities  Act is
incorporated by reference into this  Registration  Statement:  the  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 Executive Deferred Compensation Plan meeting
the requirements of Section 10(a) of the Securities Act.

ITEM 4.     DESCRIPTION OF SECURITIES.

      The  following   summarizes  the  $30,000,000  of  deferred   compensation
obligations  ("Deferred  Compensation  Obligations")  created  pursuant  to  the
Teledyne  Technologies  Incorporated  Executive Deferred  Compensation Plan (the
"Plan").  This summary is qualified in its entirety by reference to the terms of
the Plan filed as Exhibit 4 hereto and incorporated herein by reference.

      Certain  members of management and other highly  compensated  employees of
the Corporation and its  subsidiaries are permitted to defer salary and bonuses,
if any,  pursuant to the Plan. When an employee makes a deferral  election under
the Plan, the  Corporation  retains the amount deferred and credits the value of
such  amount  by book  entry to an  account  maintained  under  the Plan for the
employee of the Corporation or participating subsidiary of the Corporation.  The
Corporation then assumes a general,  unsecured obligation to pay the employee (a
"participant") in the future the deferred amount in accordance with the terms of
the Plan under which salary or bonuses  were  deferred,  as adjusted  during the
deferred period in accordance with applicable investment measures as selected by
the participant.

      Payments of the Deferred  Compensation  Obligations  will be made from the
general  assets of the  Corporation,  except  to the  extent  payments  are made
pursuant to  insurance  policies  owned and  maintained  by the  Corporation  as
described  below.  Each  participant  is a  general  unsecured  creditor  of the
Corporation  with a claim against the Corporation for the amount the participant
has deferred,  as adjusted  during the deferral  period in  accordance  with the
applicable  investment  measures as selected by the  participant.  The  Deferred
Compensation  Obligations are unsecured  general  obligations of the Corporation
and rank equally  with other  unsecured  and  subordinated  indebtedness  of the
Corporation from time to time outstanding.

      Participants  receive quarterly  statements about their accounts under the
Plan. The  Corporation  determines the investment  measures  available under the
Plan. Each participant may elect to allocate the participant's account among the
available measures and may change the allocation in accordance with the terms of
the Plan.

      Participants  may  not  assign  or  transfer  the  Deferred   Compensation
Obligations, other than by designating a beneficiary or beneficiaries to receive
payment  if a  participant  dies  before  receiving  full  payment of the amount
credited to the participant's account and the Deferred Compensation  Obligations
shall  not be  subject  to  alienation,  encumbrance,  garnishment,  attachment,
execution or levy.

      Payment of Deferred Compensation Obligations generally is made at the time
and in the  manner  elected  by the  participants  at the  time of the  deferral
election as permitted by the Plan.  Payment elections for salary deferrals for a
subsequent  calendar  year may be  changed by filing a new  election  form on or
before December 1 of the preceding  calendar year. Bonus deferral  elections are
irrevocable  and apply  only to the  bonus  payable  with  respect  to  services
performed  during  the  calendar  year for  which  the  election  is made.  Each
participant  (or,  in the case of the  participant's  death,  the  participant's
beneficiary)  shall be entitled to receive a distribution under the Plan as soon
as practicable following the participant's  "Payment Eligibility Date." "Payment
Eligibility  Date"  means the first  day of the month

                                     II - 2
following  the end of the  calendar  quarter in which a  participant  terminates
employment  or  dies.  A  participant  receiving  benefits  under  a  short-term
disability  or on an  approved  leave of  absence  shall  not be  deemed to have
terminated  employment  for the  purposes of the Plan.  The amount  payable to a
participant shall be the amount credited to the participant's  account as of the
participant's Payment Eligibility Date.

      Under the Plan,  the  Corporation  will own and  maintain one or more life
insurance  policies on the life of an insurable  participant.  If a  participant
dies at least 60 days following the first day of the month in which  allocations
are first made to the participant's  Plan account and prior to the participant's
Payment  Eligibility Date, the  participant's  beneficiary will receive directly
from the  insurance  company in a single lump sum an amount equal to the greater
of (1) ten times the salary and bonus  amounts  allocated to such  participant's
account during the first 12 months in which the insurable  participant  receives
allocations  to the  participant's  account,  and (2) two  times  the  insurable
participant's  account  balance  as of the  participant's  date of  death if the
participant  has not attained  age 56 at the date of death or, if the  insurable
participant is age 56 or older at death,  1.5 times the insurable  participant's
account balance as of the  participant's  date of death.  If a participant  dies
before the 60-day  eligibility  period, his or her beneficiary will receive only
the  balance  in  the  participant's  account  as of the  participant's  Payment
Eligibility Date.

      Any benefits  otherwise  payable with respect to an insurable  participant
under  the Plan  shall be  reduced  by the  value of  benefits  received  by the
insurable participant's beneficiary under the insurance policy or policies. If a
participant dies on or after the  participant's  Payment  Eligibility  Date, the
participant's  beneficiary  will not receive benefits under the insurance policy
or policies and any death benefits will be paid to the Corporation.

      A participant may take an earlier distribution at any time prior to his or
her Payment  Eligibility Date equal to 90% of the participant's  account balance
by filing a request with the  Corporation.  The  remaining 10% are a penalty and
forfeited by the participant to the Corporation.  In addition,  such participant
would become ineligible to participate in the Plan for the remainder of the Plan
year and the following Plan year.

      The Deferred Compensation  Obligations are not convertible into securities
of the Corporation,  and participants  have no voting rights with respect to the
Deferred Compensation  Obligations.  The Deferred Compensation  Obligations will
not have the benefit of any  negative  pledge or other  affirmative  or negative
covenant on the part of the  Corporation.  No trustee has been appointed  having
authority to take action with respect to the Deferred  Compensation  Obligations
and each participant will be responsible for acting  independently  with respect
to, among other  things,  the giving of notices,  responding  to any request for
consents,  waivers,  or  amendments  to the Deferred  Compensation  Obligations,
enforcing covenants and taking action upon any default.

      The Plan is  administered  by a  Committee,  consisting  of at least three
members,  appointed by the Executive Vice President and Chief Financial  Officer
of the  Corporation.  Committee  members  serve without  compensation  for their
services.  The Committee  has the full  discretion to construe and interpret the
terms and provision of the Plan, provided  administration of the Plan is done in
a uniform and nondiscriminatory manner and in accordance with laws applicable to
the  Plan.  A member of a  Committee  is not  permitted  to vote or act upon any
matter which  relates  solely to himself as a  participant.  The  Committee  may
appoint a Plan  administrator  or any other  agent,  and delegate to such person
such  powers and duties in  connection  with  administration  of the Plan as the
Committee may specify.  The Corporation's  Plan Oversight  Committee has general
oversight power with respect to the Plan's Committee.

      The Corporation's Plan Oversight Committee has the right to amend, modify,
suspend or  terminate  the Plan,  in whole or in part,  at any time,  subject to
ratification by the Personnel and  Compensation  Committee of the  Corporation's
Board of Directors. No such amendment, modification,  suspension or termination,
however, will reduce amounts then credited to a participant's account.

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

                                     II - 3
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  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         Teledyne Technologies Incorporated Executive  Deferred  Compensation
            Plan.

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

23.1        Consent of Ernst & Young LLP.

23.2        Consent of Kirkpatrick & Lockhart LLP (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 - 4
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 - 5
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 Newport Beach, State of California, on this 29th day
of November, 1999.

                                    TELEDYNE TECHNOLOGIES INCORPORATED.

                                    By:  /s/ Robert Mehrabian
                                         ---------------------------------------
                                         Robert Mehrabian
                                         President and Chief Executive Officer

      We, the  undersigned  directors  and  officers  of  Teledyne  Technologies
Incorporated  do hereby  constitute  and  appoint  John T. Kuelbs and Melanie S.
Cibik,  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/ Robert Mehrabian          President and Chief Executive    November 29, 1999
--------------------------    Officer (Principal Executive
Robert Mehrabian              Officer) and a Director

/s/ Stefan C. Riesenfeld      Executive Vice President and     November 29, 1999
--------------------------    Chief Financial Officer
Stefan C. Riesenfeld          (Principal Financial Officer)

/s/ Dale A. Schnittjer        Controller (Principal            November 29, 1999
--------------------------    Accounting Officer)
Dale A. Schnittjer

/s/ Robert P. Bozzone         Director                         November 29, 1999
--------------------------
Robert P. Bozzone

/s/ Paul S. Brentlinger       Director                         November 29, 1999
--------------------------
Paul S. Brentlinger

                                     II - 6
/s/ Frank V. Cahouet          Director                         November 29, 1999
--------------------------
Frank V. Cahouet

/s/ Thomas A. Corcoran        Director                         November 29, 1999
--------------------------
Thomas A. Corcoran

/s/ Diane C. Creel            Director                         November 29, 1999
--------------------------
Diane C. Creel

/s/ C. Fred Fetterolf         Director                         November 29, 1999
--------------------------
C. Fred Fetterolf

/s/ Charles J. Queenan, Jr.   Director                         November 29, 1999
---------------------------
Charles J. Queenan, Jr.

                                     II - 7
Pursuant to the  requirements  of the Securities  Act, the Committee 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 November 29, 1999.

                                    TELEDYNE TECHNOLOGIES INCORPORATED
                                    EXECUTIVE DEFERRED COMPENSATION PLAN

                                    By:  /s/ Stefan C. Riesenfeld
                                         ---------------------------------------
                                         Stefan C. Riesenfeld
                                         Committee Member

                                     II - 8
EXHIBIT INDEX

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

   4.1       Teledyne Technologies Incorporated
             Executive Deferred Compensation Plan.

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

   23.1      Consent of Ernst & Young LLP.

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

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