<PAGE>

          _________________________________________________________________
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                      __________
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                      __________
                           ALLEGHENY TELEDYNE INCORPORATED
                (Exact name of registrant as specified in its charter)

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

                 1000 Six PPG Place
              Pittsburgh, Pennsylvania
           Address of principal executive
                      offices)                        15222-5479
                                                      (Zip Code)

              TELEDYNE, INC. 401(k) RETIREMENT PLAN (SAVINGS ADVANTAGE)
                     TELEDYNE, INC. EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plans)

                                    Jon D. Walton
                     Vice President-General Counsel and Secretary
                                  1000 Six PPG Place
                         Pittsburgh, Pennsylvania  15222-5479
                       (Name and address of agent for service)
                                    (412) 394-2836
            (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE

                                          Proposed
              Title of                     maximum       Proposed
             securities      Amount to    offering       maximum      Amount of
                to be           be          price       aggregate     registra-
             registered     registered    per share   offering price  tion fee








           

<PAGE>

           Common Stock,                  $20.38<F2>  $25,475,000.00  $8,784.48
           par value $0.10
           per share <F1>
           401(k)             450,000
           Retirement Plan    shares
           (Savings
           Advantage)
           Employee Stock     800,000
           Purchase Plan      shares
          [FN]
          <F1>
          In addition, pursuant to Rule 416(c) under the
          Securities Act of 1933, as amended, this Registration Statement
          also covers an indeterminate number of interests to be offered or
          sold pursuant to the Teledyne, Inc. 401(k) Retirement Plan
          (Savings Advantage) and the Teledyne, Inc. Employee Stock
          Purchase Plan.
          [/FN]
          [FN]
          <F2> 
          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
          Common Stock of Allegheny Ludlum Corporation and the Common Stock
          of Teledyne, Inc. on August 13, 1996, in each case as reported on
          the New York Stock Exchange Composite Tape, and the respective
          ratios at which such Common Stock will be converted into the
          Registrant's Common Stock pursuant to the Agreement and Plan of
          Merger and Combination dated April 1, 1996 among Allegheny
          Teledyne Incorporated, Allegheny Ludlum Corporation, ALS Merger
          Corporation, Teledyne, Inc. and TDY Merger, Inc.
          [/FN]
          _________________________________________________________________
























<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



          Item 3.  Incorporation of Documents by Reference.

               The   following  documents   filed  by   Allegheny  Teledyne
          Incorporated ("the Registrant") with  the Securities and Exchange
          Commission (the  "Commission") pursuant to the  Securities Act of
          1933,  as  amended  (the  "Securities Act"),  or  the  Securities
          Exchange  Act  of  1934, as  amended  (the  "Exchange Act"),  are
          incorporated by reference into  this Registration Statement:  (i)
          the  prospectus included in the Joint Proxy Statement (the "Joint
          Proxy Statement") covering 183,778,552 shares of the Registrant's
          Common Stock, par value  $.10 per share (the "Common  Stock"), as
          filed with the Commission as  part of the Registration  Statement
          on  Form S-4  (File No.  333-8235), effective  July 17,  1996, as
          amended by  Post-Effective Amendment No. 1,  effective August 15,
          1996,  as  further amended  by  Post-Effective  Amendment No.  2,
          effective  August  15,  1996  (the  "Form  S-4"),  and  (ii)  the
          description  of the  Registrant's Common  Stock contained  in the
          Form  S-4, including  all  amendments and  reports updating  such
          description.

               The  consolidated  financial   statements  incorporated   by
          reference to the Annual  Report on Form 10-K of  Allegheny Ludlum
          Corporation for the fiscal year ended December 31, 1995, which is
          incorporated by reference to the Joint Proxy Statement, have been
          so incorporated in  reliance on the report of Ernst  & Young LLP,
          independent public  accountants, given  on the authority  of said
          firm as experts in auditing and accounting.

               The  consolidated  financial   statements  incorporated   by
          reference to the Annual Report on Form 10-K of Teledyne, Inc. for
          the fiscal year ended December 31, 1995, which is incorporated by
          reference to the Joint Proxy Statement, have been so incorporated
          in reliance  on the  report of  Arthur Andersen  LLP, independent
          public  accountants,  given  on the  authority  of  said firm  as
          experts in auditing and accounting.

               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

                                         II-1

<PAGE>

          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, Inc. 401(k) Retirement Plan (Savings Advantage) and
          the  Teledyne, Inc. Employee  Stock Purchase  Plan (collectively,
          the "Plans"),  meeting the requirements  of Section 10(a)  of the
          Securities Act of 1933, as amended (the "Securities Act").


          Item 4.  Description of Securities.

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


          Item 5.  Interests of Named Experts and Counsel.

               The legality of the Common  Stock to which this Registration
          Statement  relates has been passed upon for the Registrant by Jon
          D. Walton, Vice President  - General Counsel and Secretary.   Mr.
          Walton is paid a salary by the Registrant and participates in the
          benefit  plans  of  the  Registrant  and  its  subsidiaries,  and
          beneficially  owns  80,714  shares  of  Common  Stock,  including
          presently exercisable options to purchase 30,666 shares of Common
          Stock.


          Item 6.  Indemnification of Directors and Officers.

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


               Under Section  145 of the  DGCL, a Delaware  corporation has
          the  power  to indemnify  directors  and  officers under  certain
          prescribed  circumstances  and, subject  to  certain limitations,

                                         II-2

<PAGE>

          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.


          Item 7.  Exemption from Registration Claimed.

               Inapplicable.


          Item 8.  Exhibits.

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

          Exhibit No.                         Description

            4.1            Restated Certificate  of Incorporation
                           of  Allegheny   Teledyne  Incorporated
                           (incorporated by reference  to Exhibit
                           3.1 to  the Registrant's  Registration
                           Statement on Form S-4, filed with  the
                           Commission on  July 17, 1996 (File No.
                           333-8235)). 

            4.2            Amended   and   Restated   Bylaws   of
                           Allegheny    Teledyne    Incorporated,
                           (incorporated by reference  to Exhibit
                           3.2 of  the Registrant's  Registration
                           Statement on Form S-4,  filed with the
                           Commission on July 17, 1996 (File  No.
                           333-8235)). 

                                     II-3

<PAGE>

            5.1            Opinion  of  Jon  D. Walton,  Esquire,
                           Vice  President -  General Counsel and
                           Secretary,  as to the  legality of the
                           shares being registered.

            23.1           Consent of Ernst & Young LLP.

            23.2           Consent of Arthur Andersen LLP.

            23.3           Consent  of  Jon  D. Walton,  Esquire,
                           Vice  President -  General Counsel and
                           Secretary (included  in opinion  filed
                           as Exhibit 5.1).

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



          Item 9.  Undertakings

               (a)  The undersigned Registrant hereby undertakes:

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

                          (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)
               do not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the Registrant pursuant to Section
               13  or  Section   15(d)  of  the   Exchange  Act  that   are
               incorporated by reference in the Registration Statement.



                                         II-4

<PAGE>

               (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 thereto.
                                      _________

                                        * * *

               (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  Securities  and Exchange
          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 Pittsburgh, Commonwealth of Pennsylvania,  on this 15th day of
          August, 1996.

                                        ALLEGHENY TELEDYNE INCORPORATED 


                                        By: /s/ William P. Rutledge        
                                            ______________________________

                                            William P. Rutledge
                                            President and Chief Executive
                                            Officer

               KNOW ALL PERSONS  BY THESE PRESENTS, that  each person whose
          signature appears  below constitutes and appoints  either William
          P. Rutledge or Douglas J. Grant  and either James L. Murdy or Jon
          D.  Walton, acting jointly, his or her true and lawful attorneys-
          in-fact  and   agents,  with  full  power   of  substitution  and
          resubstitution, for him or her and  in his or her name, place and
          stead, in any and all capacities, to sign  any and all amendments
          to this registration  statement, and  to file the  same with  all
          exhibits   thereto,  and   other   documentation  in   connection
          therewith, with the Securities and Exchange Commission,  granting
          unto said  attorneys-in-fact and agents full  power and authority
          to do and  perform each  and every  act and  thing requisite  and
          necessary to be done in  and about the premises, as fully  to all
          intents and  purposes as he or  she might or could  do in person,
          hereby  ratifying and confirming  all that said attorneys-in-fact
          and agents, or their substitute  or substitutes, may lawfully  do
          or cause to be done by virtue hereof.

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

                    Signature                 Capacity            Date


           /s/ Richard P. Simmons      Chairman of the        August 15,
           __________________________  Board and a Director   1996
           Richard P. Simmons





                                         II-6

<PAGE>

                    Signature                 Capacity            Date


           /s/ William P. Rutledge     President and Chief    August 15,
           __________________________  Executive Officer      1996
           William P. Rutledge         and a Director

           /s/ Robert P. Bozzone       Vice Chairman of the   August 15,
           __________________________  Board and a Director   1996
           Robert P. Bozzone


           /s/ Arthur H. Aronson       Executive Vice         August 15,
           __________________________  President and a        1996
           Arthur H. Aronson           Director


           /s/ James L. Murdy          Senior Vice            August 15,
           __________________________  President and Chief    1996
           James L. Murdy              Financial Officer
                                       (Principal Financial
                                       Officer)
           /s/ Douglas J. Grant        Vice President-        August 15,
           __________________________  Finance and Deputy     1996
           Douglas J. Grant            Chief Financial
                                       Officer (Principal
                                       Accounting Officer)

           /s/ Paul S. Brentlinger     Director               August 15,
           __________________________                         1996
           Paul S. Brentlinger

           /s/ Frank V. Cahouet        Director               August 15,
           __________________________                         1996
           Frank V. Cahouet


           /s/ Diane C. Creel          Director               August 15,
           __________________________                         1996
           Diane C. Creel


           /s/ C. Fred Fetterolf       Director               August 15,
           __________________________                         1996
           C. Fred Fetterolf

           /s/ Thomas Marshall         Director               August 15,
           __________________________                         1996
           Thomas Marshall




                                         II-7

<PAGE>

                    Signature                 Capacity            Date


           /s/ W. Craig McClelland     Director               August 15,
           __________________________                         1996
           W. Craig McClelland

           /s/ William G. Ouchi        Director               August 15,
           __________________________                         1996
           William G. Ouchi


           /s/ Charles J. Queenan,     Director               August 15,
               Jr.                                            1996
           __________________________
           Charles J. Queenan, Jr.


           /s/ George A. Roberts       Director               August 15,
           __________________________                         1996
           George A. Roberts

           /s/ James E. Rohr           Director               August 15,
           __________________________                         1996
           James E. Rohr


           /s/ Fayez Sarofim           Director               August 15,
           __________________________                         1996
           Fayez Sarofim

           /s/ Henry E. Singleton      Director               August 15,
           __________________________                         1996
           Henry E. Singleton



















                                         II-8

<PAGE>

                                    EXHIBIT INDEX

                                                Sequential
           Exhibit  Description                 Page
           No.                                  Number

           4.1      Restated Certificate of         --
                    Incorporation of
                    Allegheny Teledyne
                    Incorporated
                    (incorporated by
                    reference to Exhibit 3.1
                    to the Registrant's
                    Registration Statement on
                    Form S-4, filed with the
                    Commission on July 17,
                    1996 (File No. 333-
                    8235)).
           4.2      Amended and Restated            --
                    Bylaws of Allegheny
                    Teledyne Incorporated,
                    (incorporated by
                    reference to Exhibit 3.2
                    of the Registrant's
                    Registration Statement on
                    Form S-4, filed with the
                    Commission on July 17,
                    1996 (File No. 333-
                    8235)).  

           5.1      Opinion of Jon D. Walton,       11
                    Esquire, Vice President -
                    General Counsel and
                    Secretary, as to the
                    legality of the shares
                    being registered.

           23.1     Consent of Ernst & Young        15
                    LLP.
           23.2     Consent of Arthur               16
                    Andersen LLP.

           23.3     Consent of Jon D. Walton,       --
                    Esquire, Vice President -
                    General Counsel and
                    Secretary (included in
                    opinion filed as Exhibit
                    5.1).




                                         II-9


<PAGE>

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

















































                                        II-10

<PAGE>

                                                                Exhibit 5.1


                                   August 15, 1996



          Allegheny Teledyne Incorporated
          1000 Six PPG Place
          Pittsburgh, PA  15222-5479

               Re:  Registration Statement on Form S-8

          Ladies and Gentlemen:

               I  am  Vice President  -  General Counsel  and  Secretary of
          Allegheny  Teledyne  Incorporated,  a Delaware  corporation  (the
          "Registrant"),  and in such capacity  I have acted  as counsel to
          the Registrant in  connection with the Registrant's  Registration
          Statement on  Form S-8 (the "Registration Statement") to be filed
          with  the  Securities and  Exchange  Commission  relating to  the
          registration  under the Securities Act of 1933, as amended, of an
          aggregate of 1,000,000 shares  (the "Shares") of the Registrant's
          Common  Stock, par value $.10  per share, in  connection with the
          Teledyne, Inc. 401(k) Retirement Plan (Savings Advantage) and the
          Teledyne, Inc. Employee  Stock Purchase  Plan (collectively,  the
          "Plans").

               I am familiar with the Registration Statement and the Plans,
          and  I have  examined  the Registrant's  Restated Certificate  of
          Incorporation and the Registrant's  Amended and Restated By-Laws.
          I  have also examined such other  public and corporate documents,
          certificates,   instruments  and  corporate   records,  and  such
          questions of law, as  I have deemed necessary or  appropriate for
          the purpose of this opinion.

               Based on the foregoing, I am of the opinion that the Shares,
          when  issued  in  accordance   with  the  Plans,  will  be   duly
          authorized,   validly  issued,  fully   paid  and  nonassessable.
          Attached hereto is a copy of the most recent determination letter
          issued with respect to the Teledyne, Inc. 401(k)  Retirement Plan
          (Savings Advantage).

               I  hereby consent to the  filing of this  opinion as Exhibit
          5.1 to the Registration Statement.

                                        Yours truly,



                                        /s/ Jon D. Walton




<PAGE>


           INTERNAL REVENUE SERVICE             DEPARTMENT OF TREASURY
           DISTRICT DIRECTOR
           450 GOLDEN GATE AVENUE,         Employer Identification
           MS 7-4-01                       Number:
           SAN FRANCISCO, CA  94102             95-2282626
                                           File Folder Number:
           Date:  May 9, 1996                   950009234
                                           Person to Contact:
           TELEDYNE, INC.                       LINDA L. HOH
                                           Contact Telephone Number:
           1901 AVENUE OF THE STARS,            (415) 522-6071
           STE. 1800                       Plan Name:
           LOS ANGELES, CA  90067-6046        TELEDYNE SAVINGS ADVANTAGE
                                           Plan Number:  098


          Dear Applicant:

               We  have  made  a  favorable  determination  on  your  plan,
          identified above, based on the information supplied.  Please keep
          this letter in your permanent records.

               Continued qualification  of the plan under  its present form
          will  depend on  its effect  in operation.   (See  section 1.401-
          1(b)(3)  of  the Income  Tax Regulations.)    We will  review the
          status of the plan in operation periodically.

               The  enclosed document  explains  the significance  of  this
          favorable determination letter, points out some features that may
          affect the qualified status of your employee retirement plan, and
          provides information on the reporting requirements for your plan.
          It  also describes some events that automatically nullify it.  It
          is very important that you read the publication.

               This  letter relates only to  the status of  your plan under
          the Internal Revenue Code.   It is not a  determination regarding
          the effect of other federal or local statutes.

               This determination letter is applicable for the plan adopted
          on June 22, 1991.

               This  plan has been  mandatorily disaggregated, permissively
          aggregated,  or restructured  to  satisfy  the  nondiscrimination
          requirements.

               This  letter is issued under  Rev. Proc. 93-39 and considers
          the amendments required by the Tax  Reform Act of 1986 except  as
          otherwise specified in this letter.

               This   plan   satisfies   the    nondiscriminatory   current
          availability  requirements  of  section  1.401(a)(4)-4(b)  of the
          regulations with respect to  those benefits, rights, and features
          that  are currently  available  to all  employees  in the  plan's

<PAGE>


          coverage group.   For  this  purpose, the  plan's coverage  group
          consists of  those employees treated as  currently benefiting for
          purposes  of demonstrating  that the  plan satisfies  the minimum
          coverage requirements of section 401(b) of the Code.

               This letter may not  be relied upon with respect  to whether
          the plan  satisfies the qualification requirements  as amended by
          the Uruguay Round Agreements Act, Pub. L. 103-465.

                                                         Letter 835 (DO/CG)












































<PAGE>

                                         -2-

          TELEDYNE, INC.


               The information on the enclosed addendum is an integral part
          of  this determination.  Please be sure  to read and keep it with
          this letter.

               We have sent a copy of this letter to your representative as
          indicated in the power of attorney

               If  you have  any questions  concerning this  matter, please
          contact  the person  whose  name and  telephone number  are shown
          above.

                                             Sincerely,



                                             Richard R. Orosco
                                             District Director

          Enclosures:
          Publication 794
          Addendum




























                                                         Letter 835 (DO/CG)
<PAGE>

                                                               Exhibit 23.1






                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



          We consent to the incorporation by reference of our reports dated
          January 30, 1996, which were previously incorporated by reference
          into  Form S-4  No.  333-8235, with  respect to  the consolidated
          financial statements of Allegheny Ludlum Corporation incorporated
          by  reference in its  Annual Report on  Form 10-K  for the fiscal
          year ended December 31, 1995  and the related financial statement
          schedule included  therein, filed  with  the Securities  Exchange
          Commission into this  registration statement on  Form S-8 and  to
          the reference to  our firm as experts under the  caption "Item 3.
          Incorporation of Documents by Reference."


          /s/ Ernst & Young LLP
          __________________________
          Ernst & Young LLP
          Pittsburgh, Pennsylvania 
          August 14, 1996



























<PAGE>

                                                               Exhibit 23.2






                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



          As  independent  public accountants,  we  hereby  consent to  the
          incorporation by reference of our report  dated January 13, 1996,
          which was previously incorporated by reference into Form  S-4 No.
          333-8235 and included in  Teledyne Inc.'s Form 10-K for  the year
          ended December 31,  1995, into this Registration Statement and to
          all  references  to  our   Firm  included  in  this  Registration
          Statement.


          /s/ Arthur Andersen LLP
          __________________________
          Arthur Andersen LLP
          Los Angeles, California
          August 14, 1996
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{"company-data": {"conformed-name": "ALLEGHENY TELEDYNE 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": "333-10227", "film-number": "96616369"}, "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"}}
_________________________________________________________________
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                      __________
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                      __________
                           ALLEGHENY TELEDYNE INCORPORATED
                (Exact name of registrant as specified in its charter)

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

                 1000 Six PPG Place
              Pittsburgh, Pennsylvania
           Address of principal executive
                      offices)                        15222-5479
                                                      (Zip Code)

              TELEDYNE, INC. 401(k) RETIREMENT PLAN (SAVINGS ADVANTAGE)
                     TELEDYNE, INC. EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plans)

                                    Jon D. Walton
                     Vice President-General Counsel and Secretary
                                  1000 Six PPG Place
                         Pittsburgh, Pennsylvania  15222-5479
                       (Name and address of agent for service)
                                    (412) 394-2836
            (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE

                                          Proposed
              Title of                     maximum       Proposed
             securities      Amount to    offering       maximum      Amount of
                to be           be          price       aggregate     registra-
             registered     registered    per share   offering price  tion fee
Common Stock,                  $20.38
$25,475,000.00  $8,784.48
           par value $0.10
           per share
401(k)             450,000
           Retirement Plan    shares
           (Savings
           Advantage)
           Employee Stock     800,000
           Purchase Plan      shares
          [FN]
In addition, pursuant to Rule 416(c) under the
          Securities Act of 1933, as amended, this Registration Statement
          also covers an indeterminate number of interests to be offered or
          sold pursuant to the Teledyne, Inc. 401(k) Retirement Plan
          (Savings Advantage) and the Teledyne, Inc. Employee Stock
          Purchase Plan.
          [/FN]
          [FN]
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
          Common Stock of Allegheny Ludlum Corporation and the Common Stock
          of Teledyne, Inc. on August 13, 1996, in each case as reported on
          the New York Stock Exchange Composite Tape, and the respective
          ratios at which such Common Stock will be converted into the
          Registrant's Common Stock pursuant to the Agreement and Plan of
          Merger and Combination dated April 1, 1996 among Allegheny
          Teledyne Incorporated, Allegheny Ludlum Corporation, ALS Merger
          Corporation, Teledyne, Inc. and TDY Merger, Inc.
          [/FN]
          _________________________________________________________________
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.

               The   following  documents   filed  by   Allegheny  Teledyne
          Incorporated ("the Registrant") with  the Securities and Exchange
          Commission (the  "Commission") pursuant to the  Securities Act of
          1933,  as  amended  (the  "Securities Act"),  or  the  Securities
          Exchange  Act  of  1934, as  amended  (the  "Exchange Act"),  are
          incorporated by reference into  this Registration Statement:  (i)
          the  prospectus included in the Joint Proxy Statement (the "Joint
          Proxy Statement") covering 183,778,552 shares of the Registrant's
          Common Stock, par value  $.10 per share (the "Common  Stock"), as
          filed with the Commission as  part of the Registration  Statement
          on  Form S-4  (File No.  333-8235), effective  July 17,  1996, as
          amended by  Post-Effective Amendment No. 1,  effective August 15,
          1996,  as  further amended  by  Post-Effective  Amendment No.  2,
          effective  August  15,  1996  (the  "Form  S-4"),  and  (ii)  the
          description  of the  Registrant's Common  Stock contained  in the
          Form  S-4, including  all  amendments and  reports updating  such
          description.

               The  consolidated  financial   statements  incorporated   by
          reference to the Annual  Report on Form 10-K of  Allegheny Ludlum
          Corporation for the fiscal year ended December 31, 1995, which is
          incorporated by reference to the Joint Proxy Statement, have been
          so incorporated in  reliance on the report of Ernst  & Young LLP,
          independent public  accountants, given  on the authority  of said
          firm as experts in auditing and accounting.

               The  consolidated  financial   statements  incorporated   by
          reference to the Annual Report on Form 10-K of Teledyne, Inc. for
          the fiscal year ended December 31, 1995, which is incorporated by
          reference to the Joint Proxy Statement, have been so incorporated
          in reliance  on the  report of  Arthur Andersen  LLP, independent
          public  accountants,  given  on the  authority  of  said firm  as
          experts in auditing and accounting.

               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

                                         II-1
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, Inc. 401(k) Retirement Plan (Savings Advantage) and
          the  Teledyne, Inc. Employee  Stock Purchase  Plan (collectively,
          the "Plans"),  meeting the requirements  of Section 10(a)  of the
          Securities Act of 1933, as amended (the "Securities Act").

          Item 4.  Description of Securities.

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

          Item 5.  Interests of Named Experts and Counsel.

               The legality of the Common  Stock to which this Registration
          Statement  relates has been passed upon for the Registrant by Jon
          D. Walton, Vice President  - General Counsel and Secretary.   Mr.
          Walton is paid a salary by the Registrant and participates in the
          benefit  plans  of  the  Registrant  and  its  subsidiaries,  and
          beneficially  owns  80,714  shares  of  Common  Stock,  including
          presently exercisable options to purchase 30,666 shares of Common
          Stock.

          Item 6.  Indemnification of Directors and Officers.

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

               Under Section  145 of the  DGCL, a Delaware  corporation has
          the  power  to indemnify  directors  and  officers under  certain
          prescribed  circumstances  and, subject  to  certain limitations,

                                         II-2
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.

          Item 7.  Exemption from Registration Claimed.

               Inapplicable.

          Item 8.  Exhibits.

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

          Exhibit No.                         Description

            4.1            Restated Certificate  of Incorporation
                           of  Allegheny   Teledyne  Incorporated
                           (incorporated by reference  to Exhibit
                           3.1 to  the Registrant's  Registration
                           Statement on Form S-4, filed with  the
                           Commission on  July 17, 1996 (File No.
                           333-8235)). 

            4.2            Amended   and   Restated   Bylaws   of
                           Allegheny    Teledyne    Incorporated,
                           (incorporated by reference  to Exhibit
                           3.2 of  the Registrant's  Registration
                           Statement on Form S-4,  filed with the
                           Commission on July 17, 1996 (File  No.
                           333-8235)). 

                                     II-3
5.1            Opinion  of  Jon  D. Walton,  Esquire,
                           Vice  President -  General Counsel and
                           Secretary,  as to the  legality of the
                           shares being registered.

            23.1           Consent of Ernst & Young LLP.

            23.2           Consent of Arthur Andersen LLP.

            23.3           Consent  of  Jon  D. Walton,  Esquire,
                           Vice  President -  General Counsel and
                           Secretary (included  in opinion  filed
                           as Exhibit 5.1).

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

          Item 9.  Undertakings

               (a)  The undersigned Registrant hereby undertakes:

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

                          (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)
               do not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the Registrant pursuant to Section
               13  or  Section   15(d)  of  the   Exchange  Act  that   are
               incorporated by reference in the Registration Statement.

                                         II-4
(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 thereto.
                                      _________

                                        * * *

               (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  Securities  and Exchange
          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 Pittsburgh, Commonwealth of Pennsylvania,  on this 15th day of
          August, 1996.

                                        ALLEGHENY TELEDYNE INCORPORATED 

                                        By: /s/ William P. Rutledge        
                                            ______________________________

                                            William P. Rutledge
                                            President and Chief Executive
                                            Officer

               KNOW ALL PERSONS  BY THESE PRESENTS, that  each person whose
          signature appears  below constitutes and appoints  either William
          P. Rutledge or Douglas J. Grant  and either James L. Murdy or Jon
          D.  Walton, acting jointly, his or her true and lawful attorneys-
          in-fact  and   agents,  with  full  power   of  substitution  and
          resubstitution, for him or her and  in his or her name, place and
          stead, in any and all capacities, to sign  any and all amendments
          to this registration  statement, and  to file the  same with  all
          exhibits   thereto,  and   other   documentation  in   connection
          therewith, with the Securities and Exchange Commission,  granting
          unto said  attorneys-in-fact and agents full  power and authority
          to do and  perform each  and every  act and  thing requisite  and
          necessary to be done in  and about the premises, as fully  to all
          intents and  purposes as he or  she might or could  do in person,
          hereby  ratifying and confirming  all that said attorneys-in-fact
          and agents, or their substitute  or substitutes, may lawfully  do
          or cause to be done by virtue hereof.

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

                    Signature                 Capacity            Date

           /s/ Richard P. Simmons      Chairman of the        August 15,
           __________________________  Board and a Director   1996
           Richard P. Simmons

                                         II-6
Signature                 Capacity            Date

           /s/ William P. Rutledge     President and Chief    August 15,
           __________________________  Executive Officer      1996
           William P. Rutledge         and a Director

           /s/ Robert P. Bozzone       Vice Chairman of the   August 15,
           __________________________  Board and a Director   1996
           Robert P. Bozzone

           /s/ Arthur H. Aronson       Executive Vice         August 15,
           __________________________  President and a        1996
           Arthur H. Aronson           Director

           /s/ James L. Murdy          Senior Vice            August 15,
           __________________________  President and Chief    1996
           James L. Murdy              Financial Officer
                                       (Principal Financial
                                       Officer)
           /s/ Douglas J. Grant        Vice President-        August 15,
           __________________________  Finance and Deputy     1996
           Douglas J. Grant            Chief Financial
                                       Officer (Principal
                                       Accounting Officer)

           /s/ Paul S. Brentlinger     Director               August 15,
           __________________________                         1996
           Paul S. Brentlinger

           /s/ Frank V. Cahouet        Director               August 15,
           __________________________                         1996
           Frank V. Cahouet

           /s/ Diane C. Creel          Director               August 15,
           __________________________                         1996
           Diane C. Creel

           /s/ C. Fred Fetterolf       Director               August 15,
           __________________________                         1996
           C. Fred Fetterolf

           /s/ Thomas Marshall         Director               August 15,
           __________________________                         1996
           Thomas Marshall

                                         II-7
Signature                 Capacity            Date

           /s/ W. Craig McClelland     Director               August 15,
           __________________________                         1996
           W. Craig McClelland

           /s/ William G. Ouchi        Director               August 15,
           __________________________                         1996
           William G. Ouchi

           /s/ Charles J. Queenan,     Director               August 15,
               Jr.                                            1996
           __________________________
           Charles J. Queenan, Jr.

           /s/ George A. Roberts       Director               August 15,
           __________________________                         1996
           George A. Roberts

           /s/ James E. Rohr           Director               August 15,
           __________________________                         1996
           James E. Rohr

           /s/ Fayez Sarofim           Director               August 15,
           __________________________                         1996
           Fayez Sarofim

           /s/ Henry E. Singleton      Director               August 15,
           __________________________                         1996
           Henry E. Singleton

                                         II-8
EXHIBIT INDEX

                                                Sequential
           Exhibit  Description                 Page
           No.                                  Number

           4.1      Restated Certificate of         --
                    Incorporation of
                    Allegheny Teledyne
                    Incorporated
                    (incorporated by
                    reference to Exhibit 3.1
                    to the Registrant's
                    Registration Statement on
                    Form S-4, filed with the
                    Commission on July 17,
                    1996 (File No. 333-
                    8235)).
           4.2      Amended and Restated            --
                    Bylaws of Allegheny
                    Teledyne Incorporated,
                    (incorporated by
                    reference to Exhibit 3.2
                    of the Registrant's
                    Registration Statement on
                    Form S-4, filed with the
                    Commission on July 17,
                    1996 (File No. 333-
                    8235)).  

           5.1      Opinion of Jon D. Walton,       11
                    Esquire, Vice President -
                    General Counsel and
                    Secretary, as to the
                    legality of the shares
                    being registered.

           23.1     Consent of Ernst & Young        15
                    LLP.
           23.2     Consent of Arthur               16
                    Andersen LLP.

           23.3     Consent of Jon D. Walton,       --
                    Esquire, Vice President -
                    General Counsel and
                    Secretary (included in
                    opinion filed as Exhibit
                    5.1).

                                         II-9
24.1     Power of Attorney (set          --
                    forth on the signature
                    page of this Registration
                    Statement).

                                        II-10
Exhibit 5.1

                                   August 15, 1996

          Allegheny Teledyne Incorporated
          1000 Six PPG Place
          Pittsburgh, PA  15222-5479

               Re:  Registration Statement on Form S-8

          Ladies and Gentlemen:

               I  am  Vice President  -  General Counsel  and  Secretary of
          Allegheny  Teledyne  Incorporated,  a Delaware  corporation  (the
          "Registrant"),  and in such capacity  I have acted  as counsel to
          the Registrant in  connection with the Registrant's  Registration
          Statement on  Form S-8 (the "Registration Statement") to be filed
          with  the  Securities and  Exchange  Commission  relating to  the
          registration  under the Securities Act of 1933, as amended, of an
          aggregate of 1,000,000 shares  (the "Shares") of the Registrant's
          Common  Stock, par value $.10  per share, in  connection with the
          Teledyne, Inc. 401(k) Retirement Plan (Savings Advantage) and the
          Teledyne, Inc. Employee  Stock Purchase  Plan (collectively,  the
          "Plans").

               I am familiar with the Registration Statement and the Plans,
          and  I have  examined  the Registrant's  Restated Certificate  of
          Incorporation and the Registrant's  Amended and Restated By-Laws.
          I  have also examined such other  public and corporate documents,
          certificates,   instruments  and  corporate   records,  and  such
          questions of law, as  I have deemed necessary or  appropriate for
          the purpose of this opinion.

               Based on the foregoing, I am of the opinion that the Shares,
          when  issued  in  accordance   with  the  Plans,  will  be   duly
          authorized,   validly  issued,  fully   paid  and  nonassessable.
          Attached hereto is a copy of the most recent determination letter
          issued with respect to the Teledyne, Inc. 401(k)  Retirement Plan
          (Savings Advantage).

               I  hereby consent to the  filing of this  opinion as Exhibit
          5.1 to the Registration Statement.

                                        Yours truly,

                                        /s/ Jon D. Walton
INTERNAL REVENUE SERVICE             DEPARTMENT OF TREASURY
           DISTRICT DIRECTOR
           450 GOLDEN GATE AVENUE,         Employer Identification
           MS 7-4-01                       Number:
           SAN FRANCISCO, CA  94102             95-2282626
                                           File Folder Number:
           Date:  May 9, 1996                   950009234
                                           Person to Contact:
           TELEDYNE, INC.                       LINDA L. HOH
                                           Contact Telephone Number:
           1901 AVENUE OF THE STARS,            (415) 522-6071
           STE. 1800                       Plan Name:
           LOS ANGELES, CA  90067-6046        TELEDYNE SAVINGS ADVANTAGE
                                           Plan Number:  098

          Dear Applicant:

               We  have  made  a  favorable  determination  on  your  plan,
          identified above, based on the information supplied.  Please keep
          this letter in your permanent records.

               Continued qualification  of the plan under  its present form
          will  depend on  its effect  in operation.   (See  section 1.401-
          1(b)(3)  of  the Income  Tax Regulations.)    We will  review the
          status of the plan in operation periodically.

               The  enclosed document  explains  the significance  of  this
          favorable determination letter, points out some features that may
          affect the qualified status of your employee retirement plan, and
          provides information on the reporting requirements for your plan.
          It  also describes some events that automatically nullify it.  It
          is very important that you read the publication.

               This  letter relates only to  the status of  your plan under
          the Internal Revenue Code.   It is not a  determination regarding
          the effect of other federal or local statutes.

               This determination letter is applicable for the plan adopted
          on June 22, 1991.

               This  plan has been  mandatorily disaggregated, permissively
          aggregated,  or restructured  to  satisfy  the  nondiscrimination
          requirements.

               This  letter is issued under  Rev. Proc. 93-39 and considers
          the amendments required by the Tax  Reform Act of 1986 except  as
          otherwise specified in this letter.

               This   plan   satisfies   the    nondiscriminatory   current
          availability  requirements  of  section  1.401(a)(4)-4(b)  of the
          regulations with respect to  those benefits, rights, and features
          that  are currently  available  to all  employees  in the  plan's
coverage group.   For  this  purpose, the  plan's coverage  group
          consists of  those employees treated as  currently benefiting for
          purposes  of demonstrating  that the  plan satisfies  the minimum
          coverage requirements of section 401(b) of the Code.

               This letter may not  be relied upon with respect  to whether
          the plan  satisfies the qualification requirements  as amended by
          the Uruguay Round Agreements Act, Pub. L. 103-465.

                                                         Letter 835 (DO/CG)
-2-

          TELEDYNE, INC.

               The information on the enclosed addendum is an integral part
          of  this determination.  Please be sure  to read and keep it with
          this letter.

               We have sent a copy of this letter to your representative as
          indicated in the power of attorney

               If  you have  any questions  concerning this  matter, please
          contact  the person  whose  name and  telephone number  are shown
          above.

                                             Sincerely,

                                             Richard R. Orosco
                                             District Director

          Enclosures:
          Publication 794
          Addendum

                                                         Letter 835 (DO/CG)
Exhibit 23.1

                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

          We consent to the incorporation by reference of our reports dated
          January 30, 1996, which were previously incorporated by reference
          into  Form S-4  No.  333-8235, with  respect to  the consolidated
          financial statements of Allegheny Ludlum Corporation incorporated
          by  reference in its  Annual Report on  Form 10-K  for the fiscal
          year ended December 31, 1995  and the related financial statement
          schedule included  therein, filed  with  the Securities  Exchange
          Commission into this  registration statement on  Form S-8 and  to
          the reference to  our firm as experts under the  caption "Item 3.
          Incorporation of Documents by Reference."

          /s/ Ernst & Young LLP
          __________________________
          Ernst & Young LLP
          Pittsburgh, Pennsylvania 
          August 14, 1996
Exhibit 23.2

                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

          As  independent  public accountants,  we  hereby  consent to  the
          incorporation by reference of our report  dated January 13, 1996,
          which was previously incorporated by reference into Form  S-4 No.
          333-8235 and included in  Teledyne Inc.'s Form 10-K for  the year
          ended December 31,  1995, into this Registration Statement and to
          all  references  to  our   Firm  included  in  this  Registration
          Statement.

          /s/ Arthur Andersen LLP
          __________________________
          Arthur Andersen LLP
          Los Angeles, California
          August 14, 1996