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

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

                 ALLEGHENY TELEDYNE INCORPORATED 1996 INCENTIVE 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)

<PAGE>
                           CALCULATION OF REGISTRATION FEE

                                       PROPOSED      PROPOSED
                                        MAXIMUM       MAXIMUM
           TITLE OF        AMOUNT TO   OFFERING      AGGREGATE       AMOUNT OF
          SECURITIES          BE         PRICE       OFFERING      REGISTRATION
       TO BE REGISTERED   REGISTERED   PER SHARE       PRICE            FEE
      Common Stock, par    9,000,000    $20.38    $183,420,000.00   $63,248.27
      value $0.10 Per       shares       <F1>
      share
 
          [FN]
          <F1> 
           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
          Registration Statement from the date of filing of such document
          with the Commission until the information contained therein is


<PAGE>


          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 Allegheny Teledyne Incorporated 1996 Incentive Plan (the
          "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.







































                                         II-2

<PAGE>

          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, including
          the Plan, in respect of which Common Stock is being registered
          hereunder, 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,
          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

                                         II-3

<PAGE>

          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)). 

             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:



                                         II-4

<PAGE>


               (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.

               (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

                                         II-5
<PAGE>

          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-6

<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 Board   August 15, 1996
          -----------------------  and a Director
          Richard P. Simmons

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

                                         II-7

<PAGE>


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

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

          /s/ James L. Murdy       Senior Vice President   August 15, 1996
          -----------------------  and Chief Financial
          James L. Murdy           Officer (Principal
                                   Financial Officer

          /s/ Douglas J. Grant     Vice President-Finance  August 15, 1996
          -----------------------  and Deputy Chief
          Douglas J. Grant         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

          /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, 1996
              Jr.
          -----------------------
          Charles J. Queenan, Jr.


                                         II-8
<PAGE>

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

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

          /s/ Fayez Sarofirm       Director                August 15, 1996
          -----------------------
          Fayez Sarofirm

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






































                                         II-9

<PAGE>

                                    EXHIBIT INDEX

           EXHIBIT                                         SEQUENTIAL
             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,         11
                    Vice President - General Counsel
                    and Secretary, as to the legality
                    of the shares being registered.

           23.1     Consent of Ernst & Young LLP.              12
           23.2     Consent of Arthur Andersen LLP.            13

           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).
















                                        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 9,000,000 shares (the "Shares") of the Registrant's
          Common Stock, par value $.10 per share, in connection with the
          Allegheny Teledyne Incorporated 1996 Incentive Plan (the "Plan").

               I am familiar with the Registration Statement and the Plan,
          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 Plan, will be duly authorized,
          validly issued, fully paid and nonassessable.

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

                                        Yours truly,



                                        /s/ Jon D. Walton









<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 15, 1996
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_________________________________________________________________

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

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

                 ALLEGHENY TELEDYNE INCORPORATED 1996 INCENTIVE 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      PROPOSED
                                        MAXIMUM       MAXIMUM
           TITLE OF        AMOUNT TO   OFFERING      AGGREGATE       AMOUNT OF
          SECURITIES          BE         PRICE       OFFERING      REGISTRATION
       TO BE REGISTERED   REGISTERED   PER SHARE       PRICE            FEE
      Common Stock, par    9,000,000    $20.38    $183,420,000.00   $63,248.27
      value $0.10 Per       shares
share
 
          [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
          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 Allegheny Teledyne Incorporated 1996 Incentive Plan (the
          "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.

                                         II-2
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, including
          the Plan, in respect of which Common Stock is being registered
          hereunder, 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,
          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

                                         II-3
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)). 

             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:

                                         II-4
(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.

               (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

                                         II-5
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-6
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 Board   August 15, 1996
          -----------------------  and a Director
          Richard P. Simmons

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

                                         II-7
/s/ Robert P. Bozzone    Vice Chairman of the    August 15, 1996
          -----------------------  Board and a Director
          Robert P. Bozzone

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

          /s/ James L. Murdy       Senior Vice President   August 15, 1996
          -----------------------  and Chief Financial
          James L. Murdy           Officer (Principal
                                   Financial Officer

          /s/ Douglas J. Grant     Vice President-Finance  August 15, 1996
          -----------------------  and Deputy Chief
          Douglas J. Grant         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

          /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, 1996
              Jr.
          -----------------------
          Charles J. Queenan, Jr.

                                         II-8
/s/ George A. Roberts    Director                August 15, 1996
          -----------------------
          George A. Roberts

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

          /s/ Fayez Sarofirm       Director                August 15, 1996
          -----------------------
          Fayez Sarofirm

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

                                         II-9
EXHIBIT INDEX

           EXHIBIT                                         SEQUENTIAL
             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,         11
                    Vice President - General Counsel
                    and Secretary, as to the legality
                    of the shares being registered.

           23.1     Consent of Ernst & Young LLP.              12
           23.2     Consent of Arthur Andersen LLP.            13

           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).

                                        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 9,000,000 shares (the "Shares") of the Registrant's
          Common Stock, par value $.10 per share, in connection with the
          Allegheny Teledyne Incorporated 1996 Incentive Plan (the "Plan").

               I am familiar with the Registration Statement and the Plan,
          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 Plan, will be duly authorized,
          validly issued, fully paid and nonassessable.

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

                                        Yours truly,

                                        /s/ Jon D. Walton
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 15, 1996