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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   ----------

                       TELEDYNE TECHNOLOGIES INCORPORATED

             (Exact name of registrant as specified in its charter)

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


     2049 Century Park East
    Los Angeles, California                                90067-3101
(Address of principal executive offices)                   (Zip Code)



                 TELEDYNE TECHNOLOGIES INCORPORATED 401(k) PLAN
                            (Full title of the plan)

                                 John T. Kuelbs
              Senior Vice President, General Counsel and Secretary
                       Teledyne Technologies Incorporated
                       2049 Century Park East, Suite 1500
                       Los Angeles, California 90067-3101
                     (Name and address of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                     Proposed         Proposed
 Title of                            maximum          maximum         Amount of
securities         Amount to be    offering price     aggregate     registration
to be registered   registered        per share      offering price       fee
================================================================================

Common Stock,
 par value
$.01 per share     400,000(1)       $17.38(2)        $6,952,000        $1,834.80

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


         (1) This Registration Statement also registers additional securities to
be  offered  or  issued  upon  adjustments  or  changes  made to the  registered
securities  by  reason  of  any  stock  splits,   stock   dividends  or  similar
transactions  as permitted  by Rule 416(a) and Rule 416(b) under the  Securities
Act of 1933, as amended (the  "Securities  Act"). In addition,  pursuant to Rule
416(c)  under  the  Securities  Act,  this  Registration   Statement  covers  an
indeterminate number of interests to be offered or sold pursuant to the Teledyne
Technologies Incorporated 401(k) Plan.

         (2) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h).  The fee is  calculated on the basis of the average
of the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on March 27, 2000.

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


<PAGE>


PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

       The following  documents  filed by the Registrant with the Securities and
Exchange  Commission  (the  "Commission")  pursuant to the Securities Act or the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  are
incorporated by reference into this Registration Statement: (i) the Registrant's
Annual  Report on Form 10-K for the fiscal year ended  January 2, 2000 (File No.
1-15295); and (ii) the description of the Registrant's Common Stock contained in
the  Registrant's  Registration  Statement  on Form 10,  as  amended  (File  No.
1-15295).

       All documents  subsequently  filed by the Registrant  with the Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  after the date of this  Registration
Statement,  but  prior  to the  filing  of a  post-effective  amendment  to this
Registration  Statement  which  indicates  that all  securities  offered by this
Registration  Statement have been sold or which  deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement.  Each  document  incorporated  by  reference  into this
Registration  Statement  shall  be  deemed  to be a part  of  this  Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration  Statement or
by any  document  which  constitutes  part  of the  prospectus  relating  to the
Teledyne  Technologies  Incorporated  401(k) Plan  meeting the  requirements  of
Section 10(a) of the Securities Act.

Item 4. Description of Securities.

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

Item 5. Interests of Named Experts and Counsel

       None.


Item 6. Indemnification of Directors and Officers.

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

       Under  Section 145 of the DGCL, a Delaware  corporation  has the power to
indemnify  directors and officers under certain  prescribed  circumstances  and,
subject to certain  limitations,  against certain costs and expenses,  including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of being a  director  or  officer  of the
Registrant  if it is  determined  that  the  director  or the  officer  acted in
accordance  with the applicable  standard of conduct set forth in such statutory
provision.   Article  EIGHT  of  the   Registrant's   Restated   Certificate  of
Incorporation  provides  that  any  person  who  was or is  made a  party  or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of  the  fact  that  such  person  is or was a  director  or an  officer  of the
Registrant or is or was



                                     II - 1
<PAGE>




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  in any  capacity  while  serving  as a
director,  officer, employee or agent, shall be indemnified and held harmless by
the Registrant to the fullest extent authorized by the DGCL.

The  Registrant  has  purchased  directors'  and officers'  liability  insurance
covering certain liabilities which may be incurred by the officers and directors
of the Registrant in connection with the performance of their duties.

Item 7.  Exemption from Registration Claimed.

         None.


Item 8.  Exhibits.

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

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

4.1      Restated Certificate of Incorporation of the   Registrant (incorporated
         by reference to Exhibit 3.1 to the  Registrant's  Annual Report on Form
         10-K for the fiscal year ended January 2, 2000 (File No. 1-15295)).

4.2      Amended   and   Restated  Bylaws  of  the Registrant  (incorporated  by
         reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
         for the fiscal year ended January 2, 2000 (File No. 1-15295)).

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

23.1     Consent of Ernst & Young LLP, Independent Auditors.

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

24.1     Power of Attorney.


The undersigned Registrant hereby undertakes to submit the Teledyne Technologies
Incorporated  401(k)  Plan and any  amendment  thereto to the  Internal  Revenue
Service in a timely  manner and to make all  changes  required  by the  Internal
Revenue Service to qualify such Plan.



                                     II - 2
<PAGE>



Item 9.  Undertakings.

         (a) The undersigned Registrant hereby undertakes:

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

                     (i) To include  any prospectus required by Section 10(a)(3)
                     of the Securities Act;

                     (ii) To  reflect  in the  prospectus  any  facts  or events
                     arising  after  the  effective  date  of  the  Registration
                     Statement  (or the  most  recent  post-effective  amendment
                     thereof) which, individually or in the aggregate, represent
                     a fundamental  change in the  information  set forth in the
                     Registration Statement;

                     (iii) To include any material information  with respect  to
                     respect  to  the  plan  of   distribution   not  previously
                     disclosed  in the  Registration  Statement  or any material
                     change to such information in the Registration Statement;

Provided,  however,  that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
         purposes of determining  any liability  under the Securities  Act, each
         filing of the  Registrant's  annual report pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act that is  incorporated by reference in
         the  Registration  Statement  shall be deemed to be a new  Registration
         Statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                                      * * *

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



                                     II - 3
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Los Angeles, State of California, on this 31st day of
March, 2000.

                                       TELEDYNE TECHNOLOGIES INCORPORATED


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

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

   Signature                           Capacity                        Date
   ---------                           --------                        ----

/s/ Robert Mehrabian         President and Chief Executive        March 31, 2000
------------------------     Officer (Principal Executive
Robert Mehrabian             Officer) and a Director


/s/ Stefan C. Riesenfeld     Executive Vice President             March 31, 2000
------------------------     and Chief Financial Officer
Stefan C. Risenfeld          (Principal Financial Officer)


/s/ Dale A. Schnittjer       Controller (Principal Accounting     March 31, 2000
------------------------     Officer)
Dale A. Schnittjer


         *                   Director                             March 31, 2000
------------------------
Thomas A. Corcoran


         *                   Director                             March 31, 2000
------------------------
Robert P. Bozzone


         *                   Director                             March 31, 2000
------------------------
Paul S. Brentlinger


         *                   Director                             March 31, 2000
------------------------
Frank V. Cahouet



                                     II - 4

<PAGE>



   Signature                           Capacity                        Date
   ---------                           --------                        ----

         *                   Director                             March 31, 2000
------------------------
Diane C. Creel


         *                   Director                             March 31, 2000
------------------------
C. Fred Fetterolf


         *                   Director                             March 31, 2000
------------------------
Charles J. Queenan, Jr.


         *
*/s/ Melanie S. Cibik
------------------------
Melanie S. Cibik, Attorney-in-Fact
appointed pursuant to Power of Attorney
filed as Exhibit 24.1




Pursuant to the requirements of the Securities Act of 1933, the undersigned Plan
Administrator  of the Teledyne  Technologies  Incorporated  401(k) Plan has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the City of Los Angeles,  State of
California, on March 31, 2000.

                                            TELEDYNE TECHNOLOGIES INCORPORATED
                                            401(k) PLAN ADMINISTRATIVE COMMITTEE

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





                                     II - 5
<PAGE>





                                  EXHIBIT INDEX





Exhibit No.                              Description

  4.1                   Restated  Certificate of Incorporation of the Registrant
                        (incorporated   by  reference  to  Exhibit  3.1  to  the
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended January 2, 2000 (File No. 1-15295)).

  4.2                   Amended   and   Restated   Bylaws   of  the   Registrant
                        (incorporated   by  reference  to  Exhibit  3.2  to  the
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended January 2, 2000 (File No. 1-15295)).

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

 23.1                   Consent of Ernst & Young LLP, Independent Auditors.

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

 24.1                   Power of Attorney.






                                     II - 6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18875}]
{"company-data": {"conformed-name": "TELEDYNE TECHNOLOGIES INC", "cik": "0001094285", "assigned-sic": "8711", "irs-number": "251843385", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33878", "film-number": "592131"}, "business-address": {"street1": "2049 CENTURY PARK E", "city": "LOS ANGELES", "state": "CA", "zip": "90067-3101", "phone": "3102773311"}, "mail-address": {"street1": "1000 SIX PPG PLACE", "city": "PITTSBURGH", "state": "PA", "zip": "15222-5479"}}
Registration No. 333-
                                                                      ----------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   ----------

                       TELEDYNE TECHNOLOGIES INCORPORATED

             (Exact name of registrant as specified in its charter)

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

     2049 Century Park East
    Los Angeles, California                                90067-3101
(Address of principal executive offices)                   (Zip Code)

                 TELEDYNE TECHNOLOGIES INCORPORATED 401(k) PLAN
                            (Full title of the plan)

                                 John T. Kuelbs
              Senior Vice President, General Counsel and Secretary
                       Teledyne Technologies Incorporated
                       2049 Century Park East, Suite 1500
                       Los Angeles, California 90067-3101
                     (Name and address of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                     Proposed         Proposed
 Title of                            maximum          maximum         Amount of
securities         Amount to be    offering price     aggregate     registration
to be registered   registered        per share      offering price       fee
================================================================================

Common Stock,
 par value
$.01 per share     400,000(1)       $17.38(2)        $6,952,000        $1,834.80

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

         (1) This Registration Statement also registers additional securities to
be  offered  or  issued  upon  adjustments  or  changes  made to the  registered
securities  by  reason  of  any  stock  splits,   stock   dividends  or  similar
transactions  as permitted  by Rule 416(a) and Rule 416(b) under the  Securities
Act of 1933, as amended (the  "Securities  Act"). In addition,  pursuant to Rule
416(c)  under  the  Securities  Act,  this  Registration   Statement  covers  an
indeterminate number of interests to be offered or sold pursuant to the Teledyne
Technologies Incorporated 401(k) Plan.

         (2) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h).  The fee is  calculated on the basis of the average
of the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on March 27, 2000.

--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

       The following  documents  filed by the Registrant with the Securities and
Exchange  Commission  (the  "Commission")  pursuant to the Securities Act or the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  are
incorporated by reference into this Registration Statement: (i) the Registrant's
Annual  Report on Form 10-K for the fiscal year ended  January 2, 2000 (File No.
1-15295); and (ii) the description of the Registrant's Common Stock contained in
the  Registrant's  Registration  Statement  on Form 10,  as  amended  (File  No.
1-15295).

       All documents  subsequently  filed by the Registrant  with the Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  after the date of this  Registration
Statement,  but  prior  to the  filing  of a  post-effective  amendment  to this
Registration  Statement  which  indicates  that all  securities  offered by this
Registration  Statement have been sold or which  deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement.  Each  document  incorporated  by  reference  into this
Registration  Statement  shall  be  deemed  to be a part  of  this  Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration  Statement or
by any  document  which  constitutes  part  of the  prospectus  relating  to the
Teledyne  Technologies  Incorporated  401(k) Plan  meeting the  requirements  of
Section 10(a) of the Securities Act.

Item 4. Description of Securities.

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

Item 5. Interests of Named Experts and Counsel

       None.

Item 6. Indemnification of Directors and Officers.

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

       Under  Section 145 of the DGCL, a Delaware  corporation  has the power to
indemnify  directors and officers under certain  prescribed  circumstances  and,
subject to certain  limitations,  against certain costs and expenses,  including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of being a  director  or  officer  of the
Registrant  if it is  determined  that  the  director  or the  officer  acted in
accordance  with the applicable  standard of conduct set forth in such statutory
provision.   Article  EIGHT  of  the   Registrant's   Restated   Certificate  of
Incorporation  provides  that  any  person  who  was or is  made a  party  or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of  the  fact  that  such  person  is or was a  director  or an  officer  of the
Registrant or is or was

                                     II - 1
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  in any  capacity  while  serving  as a
director,  officer, employee or agent, shall be indemnified and held harmless by
the Registrant to the fullest extent authorized by the DGCL.

The  Registrant  has  purchased  directors'  and officers'  liability  insurance
covering certain liabilities which may be incurred by the officers and directors
of the Registrant in connection with the performance of their duties.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

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

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

4.1      Restated Certificate of Incorporation of the   Registrant (incorporated
         by reference to Exhibit 3.1 to the  Registrant's  Annual Report on Form
         10-K for the fiscal year ended January 2, 2000 (File No. 1-15295)).

4.2      Amended   and   Restated  Bylaws  of  the Registrant  (incorporated  by
         reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
         for the fiscal year ended January 2, 2000 (File No. 1-15295)).

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

23.1     Consent of Ernst & Young LLP, Independent Auditors.

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

24.1     Power of Attorney.

The undersigned Registrant hereby undertakes to submit the Teledyne Technologies
Incorporated  401(k)  Plan and any  amendment  thereto to the  Internal  Revenue
Service in a timely  manner and to make all  changes  required  by the  Internal
Revenue Service to qualify such Plan.

                                     II - 2
Item 9.  Undertakings.

         (a) The undersigned Registrant hereby undertakes:

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

                     (i) To include  any prospectus required by Section 10(a)(3)
                     of the Securities Act;

                     (ii) To  reflect  in the  prospectus  any  facts  or events
                     arising  after  the  effective  date  of  the  Registration
                     Statement  (or the  most  recent  post-effective  amendment
                     thereof) which, individually or in the aggregate, represent
                     a fundamental  change in the  information  set forth in the
                     Registration Statement;

                     (iii) To include any material information  with respect  to
                     respect  to  the  plan  of   distribution   not  previously
                     disclosed  in the  Registration  Statement  or any material
                     change to such information in the Registration Statement;

Provided,  however,  that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
         purposes of determining  any liability  under the Securities  Act, each
         filing of the  Registrant's  annual report pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act that is  incorporated by reference in
         the  Registration  Statement  shall be deemed to be a new  Registration
         Statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                                      * * *

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                     II - 3
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Los Angeles, State of California, on this 31st day of
March, 2000.

                                       TELEDYNE TECHNOLOGIES INCORPORATED

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

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

   Signature                           Capacity                        Date
   ---------                           --------                        ----

/s/ Robert Mehrabian         President and Chief Executive        March 31, 2000
------------------------     Officer (Principal Executive
Robert Mehrabian             Officer) and a Director

/s/ Stefan C. Riesenfeld     Executive Vice President             March 31, 2000
------------------------     and Chief Financial Officer
Stefan C. Risenfeld          (Principal Financial Officer)

/s/ Dale A. Schnittjer       Controller (Principal Accounting     March 31, 2000
------------------------     Officer)
Dale A. Schnittjer

         *                   Director                             March 31, 2000
------------------------
Thomas A. Corcoran

         *                   Director                             March 31, 2000
------------------------
Robert P. Bozzone

         *                   Director                             March 31, 2000
------------------------
Paul S. Brentlinger

         *                   Director                             March 31, 2000
------------------------
Frank V. Cahouet

                                     II - 4
Signature                           Capacity                        Date
   ---------                           --------                        ----

         *                   Director                             March 31, 2000
------------------------
Diane C. Creel

         *                   Director                             March 31, 2000
------------------------
C. Fred Fetterolf

         *                   Director                             March 31, 2000
------------------------
Charles J. Queenan, Jr.

         *
*/s/ Melanie S. Cibik
------------------------
Melanie S. Cibik, Attorney-in-Fact
appointed pursuant to Power of Attorney
filed as Exhibit 24.1

Pursuant to the requirements of the Securities Act of 1933, the undersigned Plan
Administrator  of the Teledyne  Technologies  Incorporated  401(k) Plan has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the City of Los Angeles,  State of
California, on March 31, 2000.

                                            TELEDYNE TECHNOLOGIES INCORPORATED
                                            401(k) PLAN ADMINISTRATIVE COMMITTEE

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

                                     II - 5
EXHIBIT INDEX

Exhibit No.                              Description

  4.1                   Restated  Certificate of Incorporation of the Registrant
                        (incorporated   by  reference  to  Exhibit  3.1  to  the
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended January 2, 2000 (File No. 1-15295)).

  4.2                   Amended   and   Restated   Bylaws   of  the   Registrant
                        (incorporated   by  reference  to  Exhibit  3.2  to  the
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended January 2, 2000 (File No. 1-15295)).

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

 23.1                   Consent of Ernst & Young LLP, Independent Auditors.

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

 24.1                   Power of Attorney.

                                     II - 6