File No. 333-
--------------------------------------------------------------------------------

                       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                                        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)

          ALLEGHENY TELEDYNE INCORPORATED EMPLOYEE STOCK PURCHASE PLAN,
        FORMERLY KNOWN AS THE TELEDYNE, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                  JON D. WALTON
              SENIOR 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
================================================================================
 TITLE OF                       PROPOSED         PROPOSED                      
 SECURITIES                     MAXIMUM          MAXIMUM           AMOUNT OF
 TO BE            AMOUNT TO BE  OFFERING PRICE   AGGREGATE         REGISTRATION 
 REGISTERED       REGISTERED    PER SHARE        OFFERING PRICE    FEE          
--------------------------------------------------------------------------------
COMMON STOCK, 
PAR VALUE $0.10 
PER SHARE(1)     2,000,000      $25.22(2)       $50,440,000.00    $14,880
================================================================================

      (1) 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 Allegheny Teledyne  Incorporated
Employee Stock Purchase Plan.

      (2) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for the  Registrant's  Common Stock  reported on the New
York Stock Exchange Composite Tape on February 3, 1998.

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

<PAGE>


                                EXPLANATORY NOTE

      Allegheny Teledyne  Incorporated's  earlier Registration Statement on Form
S-8 (File No. 333-10227),  filed with the Securities and Exchange  Commission on
August 15, 1996 and  pertaining to the Teledyne,  Inc.  Employee  Stock Purchase
Plan, which is now knowN as the Allegheny  Teledyne Incorporated  Employee Stock
Purchase Plan, is incorporated  herein by reference.  This incorporation is made
pursuant to General  Instruction  E of Form S-8 regarding  the  registration  of
additional  securities of the same class as other securities for which there has
been filed a  Registration  Statement on Form S-8 relating to the same  employee
benefit plan.



                                      II-1

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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)).

5.1           Opinion of  Jon D. Walton, Esquire, Senior 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, Senior 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).






                                     II-2

<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 9th
day of February, 1998.

                                    ALLEGHENY TELEDYNE INCORPORATED


                                    By:  /S/ RICHARD P. SIMMONS
                                         ------------------------------------
                                         Richard P. Simmons
                                         Chairman, President and Chief 
                                         Executive Officer


      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  either James L. Murdy or Jon D. Walton,  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, President             February 9, 1998
------------------------     and Chief Executive      
Richard P. Simmons           Officer  and a Director  
                              

/S/ ROBERT P. BOZZONE        Vice Chairman and a             February 7, 1998
------------------------     and a Director
Robert P. Bozzone


/S/ ARTHUR H. ARONSON        Executive Vice                  February 9, 1998
------------------------     President and Director
Arthur H. Aronson            


/S/ JAMES L. MURDY           Executive Vice President,       February 9, 1998
------------------------     and Administration 
James L. Murdy               and Chief Financial Officer


/S/ DALE G. REID             Vice President - Controller     February 10, 1998
------------------------     (Principal Accounting Officer)  
Dale G. Reid




                                      II-3

<PAGE>


/S/ PAUL S. BRENTLINGER        Director                        February 10, 1998
-----------------------
Paul S. Brentlinger


/S/ FRANK V. CAHOUET           Director                        February 4, 1998
---------------------- 
Frank V. Cahouet

 
/S/ DIANE C. CREEL             Director                        February 2, 1998
----------------------
Diane C. Creel


/S/ C. FRED FETTEROLF          Director                        February 2, 1998
----------------------
C. Fred Fetterolf


/S/ W. CRAIG MCCLELLAND        Director                        February 10, 1998
-----------------------  
W. Craig McClelland


/S/ ROBERT MEHRABIAN           Senior Vice President           February 3, 1998
-----------------------        and a Director
Robert Mehrabian


/S/ WILLIAM G. OUCHI           Director                       February 3, 1998
----------------------- 
William G. Ouchi


/S/ CHARLES J. QUEENAN, JR.    Director                       February 3, 1998
---------------------------
Charles J. Queenan, Jr.


/S/ GEORGE A. ROBERTS          Director                       February 1, 1998
--------------------------
George A. Roberts

 
/S/ JAMES E. ROHR             Director                       February 9, 1998
--------------------------
James E. Rohr


/S/ FAYEZ SAROFIM              Director                       February 10, 1998
--------------------------
Fayez Sarofim





                                     II-4

<PAGE>




                                 EXHIBIT INDEX


                                                              SEQUENTIAL
EXHIBIT NO.   DESCRIPTION                                     PAGE 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, Esquire, Senior             7
              Vice President, General Counsel and
              Secretary, as to the legality of the shares
              being registered.

23.1          Consent of Ernst & Young LLP.                         8

23.2          Consent of Arthur Andersen LLP.                       9

23.3          Consent of Jon D. Walton, Esquire, Senio             --
              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).




                                     II-5
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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": "333-45965", "film-number": "98529376"}, "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"}}
File No. 333-
--------------------------------------------------------------------------------

                       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                                        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)

          ALLEGHENY TELEDYNE INCORPORATED EMPLOYEE STOCK PURCHASE PLAN,
        FORMERLY KNOWN AS THE TELEDYNE, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                  JON D. WALTON
              SENIOR 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
================================================================================
 TITLE OF                       PROPOSED         PROPOSED                      
 SECURITIES                     MAXIMUM          MAXIMUM           AMOUNT OF
 TO BE            AMOUNT TO BE  OFFERING PRICE   AGGREGATE         REGISTRATION 
 REGISTERED       REGISTERED    PER SHARE        OFFERING PRICE    FEE          
--------------------------------------------------------------------------------
COMMON STOCK, 
PAR VALUE $0.10 
PER SHARE(1)     2,000,000      $25.22(2)       $50,440,000.00    $14,880
================================================================================

      (1) 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 Allegheny Teledyne  Incorporated
Employee Stock Purchase Plan.

      (2) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for the  Registrant's  Common Stock  reported on the New
York Stock Exchange Composite Tape on February 3, 1998.

--------------------------------------------------------------------------------
EXPLANATORY NOTE

      Allegheny Teledyne  Incorporated's  earlier Registration Statement on Form
S-8 (File No. 333-10227),  filed with the Securities and Exchange  Commission on
August 15, 1996 and  pertaining to the Teledyne,  Inc.  Employee  Stock Purchase
Plan, which is now knowN as the Allegheny  Teledyne Incorporated  Employee Stock
Purchase Plan, is incorporated  herein by reference.  This incorporation is made
pursuant to General  Instruction  E of Form S-8 regarding  the  registration  of
additional  securities of the same class as other securities for which there has
been filed a  Registration  Statement on Form S-8 relating to the same  employee
benefit plan.

                                      II-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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)).

5.1           Opinion of  Jon D. Walton, Esquire, Senior 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, Senior 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).

                                     II-2
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 9th
day of February, 1998.

                                    ALLEGHENY TELEDYNE INCORPORATED

                                    By:  /S/ RICHARD P. SIMMONS
                                         ------------------------------------
                                         Richard P. Simmons
                                         Chairman, President and Chief 
                                         Executive Officer

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  either James L. Murdy or Jon D. Walton,  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, President             February 9, 1998
------------------------     and Chief Executive      
Richard P. Simmons           Officer  and a Director  
                              

/S/ ROBERT P. BOZZONE        Vice Chairman and a             February 7, 1998
------------------------     and a Director
Robert P. Bozzone

/S/ ARTHUR H. ARONSON        Executive Vice                  February 9, 1998
------------------------     President and Director
Arthur H. Aronson            

/S/ JAMES L. MURDY           Executive Vice President,       February 9, 1998
------------------------     and Administration 
James L. Murdy               and Chief Financial Officer

/S/ DALE G. REID             Vice President - Controller     February 10, 1998
------------------------     (Principal Accounting Officer)  
Dale G. Reid

                                      II-3
/S/ PAUL S. BRENTLINGER        Director                        February 10, 1998
-----------------------
Paul S. Brentlinger

/S/ FRANK V. CAHOUET           Director                        February 4, 1998
---------------------- 
Frank V. Cahouet

 
/S/ DIANE C. CREEL             Director                        February 2, 1998
----------------------
Diane C. Creel

/S/ C. FRED FETTEROLF          Director                        February 2, 1998
----------------------
C. Fred Fetterolf

/S/ W. CRAIG MCCLELLAND        Director                        February 10, 1998
-----------------------  
W. Craig McClelland

/S/ ROBERT MEHRABIAN           Senior Vice President           February 3, 1998
-----------------------        and a Director
Robert Mehrabian

/S/ WILLIAM G. OUCHI           Director                       February 3, 1998
----------------------- 
William G. Ouchi

/S/ CHARLES J. QUEENAN, JR.    Director                       February 3, 1998
---------------------------
Charles J. Queenan, Jr.

/S/ GEORGE A. ROBERTS          Director                       February 1, 1998
--------------------------
George A. Roberts

 
/S/ JAMES E. ROHR             Director                       February 9, 1998
--------------------------
James E. Rohr

/S/ FAYEZ SAROFIM              Director                       February 10, 1998
--------------------------
Fayez Sarofim

                                     II-4
EXHIBIT INDEX

                                                              SEQUENTIAL
EXHIBIT NO.   DESCRIPTION                                     PAGE 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, Esquire, Senior             7
              Vice President, General Counsel and
              Secretary, as to the legality of the shares
              being registered.

23.1          Consent of Ernst & Young LLP.                         8

23.2          Consent of Arthur Andersen LLP.                       9

23.3          Consent of Jon D. Walton, Esquire, Senio             --
              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).

                                     II-5