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
    incorporation or organization)                      Identification No.)

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


                  TDY INDUSTRIES, INC. PROFIT SHARING PLAN FOR
                   CERTAIN EMPLOYEES OF METALWORKING PRODUCTS
                            (Full title of the plan)

                                  JON D. WALTON
                       ALLEGHENY TECHNOLOGIES INCORPORATED
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               1000 SIX PPG PLACE
                            PITTSBURGH, PA 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
<TABLE>
<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       $100,000(1)        $19.28(2)          $1,928,000          $482
$.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 TDY
Industries,  Inc.  Profit  Sharing Plan for Certain  Employees  of  Metalworking
Products.

         (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 May 16, 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  period  ended  December  31,  2000  (File  No.  001-12001);  and  (ii)  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 TDY Industries,  Inc. Profit Sharing Plan for Certain
Employees of Metalworking Products.


      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).

                                      II-1
<PAGE>

         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,  as amended (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  Report  on Form 10-K for the year
                         ended December 31, 1998 (File No. 1-12001)).


                                      II-2
<PAGE>

          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.

          23.1           Consent of Ernst & Young LLP.

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

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

          The  undersigned  Registrant  hereby  undertakes  to  submit  the  TDY
          Industries,   Inc.  Profit  Sharing  Plan  for  Certain  Employees  of
          Metalworking  Products  and  any  amendment  thereto  to the  Internal
          Revenue Service in a timely manner and to make all changes required by
          the Internal Revenue Service to qualify such Plan.

          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


                                      II-3
<PAGE>

         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-4
<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
17th day of May, 2001.

                                      ALLEGNENY TECHNOLOGIES INCORPORATED

                                      By: /s/ Robert 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/ Robert P. Bozzone             Chairman of the Board, President and Chief         May 17, 2001
--------------------------------  Executive Officer (Principal Executive
Robert P. Bozzone                 Officer) and a Director

/s/ Richard J. Harshman           Vice President - Finance and Chief                 May 17, 2001
--------------------------------  Financial Officer (Principal Financial
Richard J. Harshman               Officer)

/s/ Dale G. Reid                  Vice President - Controller and Chief              May 17, 2001
--------------------------------  Accounting Officer
Dale G. Reid

/s/ James L. Murdy                Executive Vice President and a Director            May 17, 2001
--------------------------------
James L. Murdy



                                      II-5
<PAGE>

/s/ Paul S. Brentlinger           Director                                           May 17, 2001
--------------------------------
Paul S. Brentlinger

/s/ Frank V. Cahouet              Director                                           May 17, 2001
--------------------------------
Frank V. Cahouet

/s/ Diane C. Creel                Director                                           May 17, 2001
--------------------------------
Diane C. Creel

/c/ C. Fred Fetterolf             Director                                           May 17, 2001
--------------------------------
C. Fred Fetterolf

/s/ Ray J. Groves                 Director                                           May 17, 2001
--------------------------------
Ray J. Groves

/s/ George J. Kourpias            Director                                           May 17, 2001
--------------------------------
George J. Kourpias

/s/ W. Craig McClelland           Director                                           May 17, 2001
--------------------------------
W. Craig McClelland

/s/ William G. Ouchi              Director                                           May 17, 2001
--------------------------------
William G. Ouchi

/s/ Charles J. Queenan, Jr.       Director                                           May 17, 2001
--------------------------------
Charles J. Queenan, Jr.

/s/ James E. Rohr                 Director                                           May 17, 2001
--------------------------------
James E. Rohr
</TABLE>


     Pursuant to the requirements of the Securities Act, the Plan  Administrator
of the TDY  Industries,  Inc.  Profit  Sharing  Plan for  Certain  Employees  of
Metalworking Products has 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 May 18, 2001.

                                      ALLEGHENY TECHNOLOGIES INCORPORATED

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







                                      II-6
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{"company-data": {"conformed-name": "ALLEGHENY TECHNOLOGIES INC", "cik": "0001018963", "assigned-sic": "3674", "irs-number": "251792394", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61210", "film-number": "1643418"}, "business-address": {"street1": "1000 SIX PPG PLACE", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4123942800"}, "mail-address": {"street1": "100 SIX PPG PLACE", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}, "former-company": {"former-conformed-name": "ALLEGHENY TELEDYNE INC", "date-changed": "19960716"}}
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
    incorporation or organization)                      Identification No.)

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

                  TDY INDUSTRIES, INC. PROFIT SHARING PLAN FOR
                   CERTAIN EMPLOYEES OF METALWORKING PRODUCTS
                            (Full title of the plan)

                                  JON D. WALTON
                       ALLEGHENY TECHNOLOGIES INCORPORATED
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               1000 SIX PPG PLACE
                            PITTSBURGH, PA 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       $100,000(1)        $19.28(2)          $1,928,000          $482
$.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 TDY
Industries,  Inc.  Profit  Sharing Plan for Certain  Employees  of  Metalworking
Products.

         (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 May 16, 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  period  ended  December  31,  2000  (File  No.  001-12001);  and  (ii)  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 TDY Industries,  Inc. Profit Sharing Plan for Certain
Employees of Metalworking Products.

      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).

                                      II-1
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,  as amended (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  Report  on Form 10-K for the year
                         ended December 31, 1998 (File No. 1-12001)).

                                      II-2
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.

          23.1           Consent of Ernst & Young LLP.

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

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

          The  undersigned  Registrant  hereby  undertakes  to  submit  the  TDY
          Industries,   Inc.  Profit  Sharing  Plan  for  Certain  Employees  of
          Metalworking  Products  and  any  amendment  thereto  to the  Internal
          Revenue Service in a timely manner and to make all changes required by
          the Internal Revenue Service to qualify such Plan.

          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

                                      II-3
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-4
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
17th day of May, 2001.

                                      ALLEGNENY TECHNOLOGIES INCORPORATED

                                      By: /s/ Robert 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/ Robert P. Bozzone             Chairman of the Board, President and Chief         May 17, 2001
--------------------------------  Executive Officer (Principal Executive
Robert P. Bozzone                 Officer) and a Director

/s/ Richard J. Harshman           Vice President - Finance and Chief                 May 17, 2001
--------------------------------  Financial Officer (Principal Financial
Richard J. Harshman               Officer)

/s/ Dale G. Reid                  Vice President - Controller and Chief              May 17, 2001
--------------------------------  Accounting Officer
Dale G. Reid

/s/ James L. Murdy                Executive Vice President and a Director            May 17, 2001
--------------------------------
James L. Murdy

                                      II-5
/s/ Paul S. Brentlinger           Director                                           May 17, 2001
--------------------------------
Paul S. Brentlinger

/s/ Frank V. Cahouet              Director                                           May 17, 2001
--------------------------------
Frank V. Cahouet

/s/ Diane C. Creel                Director                                           May 17, 2001
--------------------------------
Diane C. Creel

/c/ C. Fred Fetterolf             Director                                           May 17, 2001
--------------------------------
C. Fred Fetterolf

/s/ Ray J. Groves                 Director                                           May 17, 2001
--------------------------------
Ray J. Groves

/s/ George J. Kourpias            Director                                           May 17, 2001
--------------------------------
George J. Kourpias

/s/ W. Craig McClelland           Director                                           May 17, 2001
--------------------------------
W. Craig McClelland

/s/ William G. Ouchi              Director                                           May 17, 2001
--------------------------------
William G. Ouchi

/s/ Charles J. Queenan, Jr.       Director                                           May 17, 2001
--------------------------------
Charles J. Queenan, Jr.

/s/ James E. Rohr                 Director                                           May 17, 2001
--------------------------------
James E. Rohr
Pursuant to the requirements of the Securities Act, the Plan  Administrator
of the TDY  Industries,  Inc.  Profit  Sharing  Plan for  Certain  Employees  of
Metalworking Products has 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 May 18, 2001.

                                      ALLEGHENY TECHNOLOGIES INCORPORATED

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

                                      II-6