<PAGE>
          As filed with the Securities and Exchange Commission on April 9, 1996
                                                       Registration No. 33-

                            SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, DC  20549

                                         FORM S-8
                               REGISTRATION STATEMENT UNDER
                                THE SECURITIES ACT OF 1933

                               ALLEGHENY LUDLUM CORPORATION
                  (Exact name of registrant as specified in its charter)

                 PENNSYLVANIA                                    25-1364894
            (State or other jurisdiction                        (IRS Employer
          of incorporation or organization)                  Identification No.)

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

                         40l(k) SAVINGS ACCOUNT PLAN ("Plan")
                                 (Full title of the plan)

                         Jon D. Walton, Esquire                 
                         Vice President - General Counsel       
                           and Secretary                        
                         Allegheny Ludlum Corporation           
                         1000 Six PPG Place
                         Pittsburgh, Pennsylvania 15222
                         (Name and address of agent for service)

                         (412) 394-2800
                         (Telephone number, including area code,
                                  of agent for service) 

                                             Copies to:
                                             Charles M. Grimstad, Esquire
                                             Kirkpatrick & Lockhart LLP
                                             1500 Oliver Building
                                             Pittsburgh, Pennsylvania  15222

                             CALCULATION OF REGISTRATION FEE

                                          Proposed       Proposed           
                                          Maximum        Maximum    Amount
          Title of           Amount       Offering       Aggregate  of
          Securities to be   to be        Price          Offering   Registration
          Registered(1)      Registered   per Share(2)   Price(2)   Fee

          Common Stock 
          par value $0.10     100,000              
          per share          shares       $1,750,000   $1,750,000    $603.45
            
          (1)  In addition, pursuant to Rule 416(c) under the Securities Act of
          1933, this registration statement also covers an indeterminate amount
          of interests to be offered or sold pursuant to the employee benefit
          plan described herein.
          (2)  Estimated pursuant to Securities and Exchange Commission
          Rule 457(c) only for the purpose of calculating the registration fee;
<PAGE>
          based on the average of the high and low price per share of Common
          Stock of Allegheny Ludlum Corporation on April 8, 1996, as published
          in the NYSE-Composite Transactions quotations.

                            EXHIBIT INDEX APPEARS ON PAGE II-11
          <PAGE>






















































<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.
                   ---------------------------------------

               The following documents filed by Allegheny Ludlum Corporation
          (the "Company") with the Securities and Exchange Commission (the
          "Commission") are hereby incorporated by reference in this
          Registration Statement:

                    1.   The Company's Annual Report on Form 10-K for the fiscal
                         year ended December 31, 1995.

                    2.   The description of the Company's Common Stock, par
                         value $0.10 per share (the "Common Stock"), contained
                         in the Company's Registration Statement filed under
                         Section 12 of the Securities Exchange Act of 1934, as
                         amended (the "Exchange Act"), including all amendments
                         and reports updating such description.

               The consolidated financial statements incorporated in this
          Registration Statement by reference to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1995, have been so
          incorporated in reliance on the report of Ernst & Young LLP,
          independent auditors, given on the authority of said firm as experts
          in auditing and accounting.

               All documents subsequently filed by the Company 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
          the 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 Ludlum Corporation 401(k) Plan (the "Plan")
          meeting the requirements of Section 10(a) of the Securities Act of
          1933, as amended.


          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-1
          <PAGE>
<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 Company by Jon D.
          Walton, Vice President-General Counsel and Secretary.  Mr. Walton is
          paid a salary by the Company and participates in benefit plans of the
          Company other than the plan being registered hereunder, and
          beneficially owns 65,364 shares of Common Stock, including presently
          exercisable options to purchase 27,500 shares of Common Stock.


          Item 6.  Indemnification of Directors and Officers.
                   -----------------------------------------

               Sections 1741 and 1742 of the Pennsylvania Business Corporation
          Law (the "BCL") provide that a business corporation shall have the
          power to indemnify any person who was or is a party, or is threatened
          to be made a party, to any proceeding, whether civil, criminal,
          administrative or investigative, by reason of the fact that such
          person is or was a director, officer, employee or agent of the
          corporation, or is or was serving at the request of the corporation as
          a director, officer, employee or agent of another corporation or other
          enterprise, against expenses (including attorneys' fees), judgments,
          fines and amounts paid in settlement actually and reasonably incurred
          by such person in connection with such proceeding, if such person
          acted in good faith and in a manner he reasonably believed to be in,
          or not opposed to, the best interests of the corporation, and, with
          respect to any criminal proceeding, had no reasonable cause to believe
          his conduct was unlawful.  In the case of an action by or in the right
          of the corporation, such indemnification is limited to expenses
          (including attorneys' fees) actually and reasonably incurred by such
          person in connection with the defense or settlement of such action,
          except that no indemnification shall be made in respect of any claim,
          issue or matter as to which such person has been adjudged to be liable
          to the corporation unless, and only to the extent that, a court
          determines upon application that, despite the adjudication of
          liability but in view of all the circumstances, such person is fairly
          and reasonably entitled to indemnity for the expenses that the court
          deems proper.

               BCL Section 1744 provides that, unless ordered by a court, any
          indemnification referred to above shall be made by the corporation
          only as authorized in the specific case upon a determination that
          indemnification is proper in the circumstances because the indemnitee
          has met the applicable standard of conduct.  Such determination shall
          be made:

                    (1) by the Board of Directors by a majority vote of a quorum
               consisting of directors who were not parties to the proceeding;
               or

                                             II-2

          <PAGE>
<PAGE>
                   (2) if such a quorum is not obtainable, or if obtainable and
               a majority vote of a quorum of disinterested directors so
               directs, by independent legal counsel in a written opinion; or 

                    (3)  by the shareholders.

               Notwithstanding the above, BCL Section 1743 provides that to the
          extent a director, officer, employee or agent of a business
          corporation is successful on the merits or otherwise in defense of any
          proceeding referred to above, or in defense of any claim, issue or
          matter therein, such person shall be indemnified against expenses
          (including attorneys' fees) actually and reasonably incurred by such
          person in connection therewith.

               BCL Section 1745 provides that expenses (including attorneys'
          fees) incurred by a director, officer, employee or agent of a business
          corporation in defending any such proceeding may be paid by the
          corporation in advance of the final disposition of the proceeding upon
          receipt of an undertaking to repay the amount advanced if it is
          ultimately determined that the indemnitee is not entitled to be
          indemnified by the corporation.

               BCL Section 1746 provides that the indemnification and
          advancement of expenses provided by, or granted pursuant to, the
          foregoing provisions is not exclusive of any other rights to which a
          person seeking indemnification may be entitled under any bylaw,
          agreement, vote of shareholders or disinterested directors or
          otherwise, and that indemnification may be granted under any law,
          agreement, vote of shareholders or directors or otherwise for any
          action taken or any failure to take any action whether or not the
          corporation would have the power to indemnify the person under any
          other provision of law and whether or not the indemnified liability
          arises or arose from any action by or in the right of the corporation,
          provided, however, that no indemnification may be made in any case
          where the act or failure to act giving rise to the claim for
          indemnification is determined by a court to have constituted willful
          misconduct or recklessness.

               Section 1 of Article VIA of the Registrant's By-Laws, as amended,
          provides that the Registrant shall indemnify, to the fullest extent
          permitted by law, each director or officer (including each former
          director or officer) of the Registrant who was or is made a party to
          or a witness in or is threatened to be made a party to or a witness in
          any threatened, pending or completed action, suit or proceeding, 
          whether civil, criminal, administrative or investigative, by reason of
          the fact that he is or was an authorized representative of the
          Registrant, against all expenses (including attorneys' fees and
          disbursements), judgments, fines (including excise taxes and
          penalties) and amounts paid in settlement actually and reasonably
          incurred by him in connection with such action, suit or proceeding.


                                             II-3
          <PAGE>

<PAGE>
               Section 2 of Article VIA of the Registrant's By-Laws, as amended,
          further provides that the Registrant shall pay expenses (including 
          attorneys' fees and disbursements) incurred by a director or officer
          of the Registrant referred to in Section 1 of such Article in
          defending or appearing as a witness in any civil or criminal action,
          suit or proceeding described in Section 1 of such Article in advance
          of the final disposition of such action, suit or proceeding.  The
          expenses incurred by such director or officer shall be paid by the
          Registrant in advance of the final disposition of such action, suit or
          proceeding only upon receipt of an undertaking by or on behalf of such
          director or officer to repay all amounts advanced if it shall
          ultimately be determined that he is not entitled to be indemnified by
          the Registrant.

               The Registrant's By-Laws provide that the rights of
          indemnification and advancement of expenses provided for therein shall
          not be deemed exclusive of any other rights to which those seeking
          indemnification or advancement of expenses may otherwise be entitled.

               The Registrant has entered into indemnification agreements with
          each of its directors in which the Registrant agrees to indemnify each
          of its directors to the fullest extent permitted by law both as to
          action in his official capacity and as to action in another capacity
          and agrees to purchase and maintain insurance on the terms and
          conditions described therein.

               BCL Section 1747 permits a Pennsylvania business corporation to
          purchase and maintain insurance on behalf of any person who is or was
          a director, officer, employee or agent of the corporation, or is or
          was serving at the request of the corporation as a director, officer,
          employee or agent of another corporation or other enterprise, against 
          any liability asserted against such person and incurred by him in any
          such capacity, or arising out of his status as such, whether or not
          the corporation would have the power to indemnify the person against
          such liability under the provisions described above.

               Section 5 of Article IVA of the Registrant's By-Laws, as amended,
          provides that, except in the circumstances set forth in Section 5, the
          Registrant shall purchase and maintain insurance on behalf of each
          director and officer against any liability asserted against or
          incurred by such officer or director in any capacity, or arising out
          of such director's or officer's status as such, whether or not the
          Registrant would have the power to indemnify such person against such
          liability under the provisions of Article IVA.

               The Registrant maintains directors' and officers' liability
          insurance covering its directors and officers with respect to
          liabilities, including liabilities under the Securities Act of 1933, 
          as amended, which they may incur in connection with their serving as
          such.  Such insurance provides coverage for the directors and officers
          against certain liabilities even though such liabilities may not be
          covered by the foregoing By-Law indemnification provision.

               As permitted by BCL Section 1713, the By-Laws of the Registrant
          provide that no director shall be personally liable for monetary
          damages for any action taken, or failure to take any action, except
          to the extent that such elimination or limitation of liability is 

                                             II-4
          PAGE
<PAGE>
          expressly prohibited by the act of November 28, 1986 (P. L. No. 145)
          as in effect at the time of the alleged action or failure to take
          action by the director.  The BCL states that this exculpation from
          liability does not apply where the director has breached or failed to
          perform the duties of his office and the breach or failure to perform
          constitutes self-dealing, willful misconduct or recklessness, and does
          not apply to the responsibility or liability of a director pursuant to
          any criminal statute or the liability of a director for payment of
          taxes pursuant to Federal, state or local law.  It may also not apply
          to liabilities imposed upon directors by the Federal securities laws.


          Item 7.  Exemption for Registration Claimed.
                   ----------------------------------
               Not applicable.


          Item 8.  Exhibits.
                   --------

          Exhibit 
          Number                        Description
          -------                       -----------

            4(a)    Restated and Amended Articles of Incorporation, incorporated
                    by reference to Exhibit 4 to the Company's Quarterly Report
                    on Form 10-Q for the quarter ended July 3, 1994.

            4(b)    By-Laws, as amended, incorporated by reference to Exhibit
                    3(b) to the Company's Annual Report on Form 10-K for the 
                    year ended January 1, 1995.

            4(c)    401(k) Savings Account Plan

            5       Opinion of Jon D. Walton, Vice President - General Counsel
                    and Secretary of the Company relating to the legality of the
                    shares registered under the Plan.  The registrant will
                    submit the Plan and any amendment thereto to the Internal 
                    Revenue Service (IRS) in a timely manner and will make all
                    changes required by the IRS in order to qualify the Plan.

           23(a)    Consent of Jon D. Walton is contained in the Opinion of 
                    Counsel filed as Exhibit 5

           23(b)    Consent of Ernst & Young LLP

           24       Power of Attorney (included on page II-8)

          Item 9.   Undertakings.
                    ------------

               (a)  The undersigned registrant hereby undertakes:

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


                                             II-5
          <PAGE>
<PAGE>
                           (i)  To include any prospectus required by section
          10(a)(3) of the Securities Act of 1933;

                          (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 Securities Exchange Act of 1934 that are
          incorporated by reference in the registration statement.

                    (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, 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 the
          purposes of determining any liability under the Securities Act of
          1933, each filing of the registrant's annual report pursuant to
          section 13(a) or section 15(d) of the Securities Exchange Act of 1934
          (and, where applicable, each filing of an employee benefit plan's
          annual report pursuant to section 15(d) of the Securities Exchange Act
          of 1934) 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 of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the foregoing
          provisions, or otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the 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 

                                             II-6
          <PAGE>
<PAGE>
          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 Act and will be
          governed by the final adjudication of such issue.
















































                                             II-7
          <PAGE>
<PAGE>
                                          SIGNATURES


               Pursuant to the requirements of the Securities Act of 1933, 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 the  9th    day of April, 1996.

                                        ALLEGHENY LUDLUM CORPORATION
                                        (Registrant)

                                        By: /s/ James L. Murdy
                                           --------------------------  
                                           James L. Murdy    
                                           Senior Vice President-Finance    
                                             and Chief Financial Officer   


                                   POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
          appears below constitutes and appoints J. L. Murdy, J. D. Walton, and
          M. W. Snyder and each of them, his or her true and lawful attorneys-
          in-fact and agents, with full power of substitution and revocation,
          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
          documents in connection therewith, with the Securities and Exchange
          Commission, granting unto said attorneys-in-fact and agents, and each
          of them, full power and authority to do and perform each and every act
          and thing requisite and necessary to be done, 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 any of them, or their or his substitute, may lawfully do or cause
          to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, this
          Registration Statement has been signed by the following persons in the
          capacities indicated on the 9th day of April, 1996.

                         Signature                     Title
                         ---------                     -----
          /s/ Arthur H. Aronson
          -------------------------     President and Chief Executive Officer
          Arthur H. Aronson             and Director                


          /s/ James L. Murdy
          -------------------------     Senior Vice President-Finance and 
          James L. Murdy                Chief Financial Officer and
                                        Director
                 
          /s/ Richard R. Roeser
          -------------------------     Vice President-Controller and 
          Richard R. Roeser             Chief Accounting Officer

                                             II-8
          PAGE
<PAGE>
          /s/ Richard P. Simmons 
          -------------------------     Chairman of the Board and Director
          Richard P. Simmons 


          /s/ Robert P. Bozzone
          -------------------------     Vice Chairman and Director
          Robert P. Bozzone


          /s/ Paul S. Brentlinger 
          -------------------------     Director
          Paul S. Brentlinger 


          /s/ C. Fred Fetterolf
          -------------------------     Director   
          C. Fred Fetterolf


          /s/ Thomas Marshall   
          -------------------------     Director   
          Thomas Marshall   


          /s/ W. Craig McClelland   
          -------------------------     Director   
          W. Craig McClelland   


          /s/ Richard K. Pitler
          -------------------------     Director   
          Richard K. Pitler


          /s/ Anne Pol
          -------------------------     Director
          Anne Pol


          /s/ Charles J. Queenan, Jr.
          -------------------------     Director   
          Charles J. Queenan, Jr.


          /s/ James E. Rohr
          -------------------------     Director   
          James E. Rohr


          /s/ George W. Tippins                                   
          -------------------------     Director   
          George W. Tippins                                   


          /s/ Steven C. Wheelwright
          -------------------------     Director   
          Steven C. Wheelwright
                                             II-9
          PAGE
<PAGE>
                              40l(k) SAVINGS ACCOUNT PLAN
                              ---------------------------


               Pursuant to the requirements of the Securities Act of 1933, the
          401(k) Savings Account Plan has caused this Registration Statement to
          be signed on its behalf by the undersigned, thereunto duly authorized,
          in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 9th
          day of April, 1996.

                                        401(k) SAVINGS ACCOUNT PLAN 


                                        By: /s/ Bruce A. McGillivray 
                                           --------------------------  
                                        Title:  Plan Administrator





































                                             II-10
          <PAGE>
<PAGE>
                                        EXHIBIT INDEX


          Exhibit 
          Number                        Item
          -------                       ----

            4(c)    401(k) Savings Account Plan

            5       Opinion of Jon D. Walton, Vice President - General Counsel
                    and Secretary of the Company relating to the legality of the
                    shares registered under the Plan

           23(a)    Consent of Jon D. Walton is contained in the Opinion of 
                    Counsel filed as Exhibit 5

           23(b)    Consent of Ernst & Young LLP


































                                             II-11
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30346}]
{"company-data": {"conformed-name": "ALLEGHENY LUDLUM CORP ET AL", "cik": "0000811929", "assigned-sic": "3312", "irs-number": "251364894", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02371", "film-number": "96545481"}, "business-address": {"street1": "1000 SIX PPG PL", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4123942800"}}
As filed with the Securities and Exchange Commission on April 9, 1996
                                                       Registration No. 33-

                            SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, DC  20549

                                         FORM S-8
                               REGISTRATION STATEMENT UNDER
                                THE SECURITIES ACT OF 1933

                               ALLEGHENY LUDLUM CORPORATION
                  (Exact name of registrant as specified in its charter)

                 PENNSYLVANIA                                    25-1364894
            (State or other jurisdiction                        (IRS Employer
          of incorporation or organization)                  Identification No.)

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

                         40l(k) SAVINGS ACCOUNT PLAN ("Plan")
                                 (Full title of the plan)

                         Jon D. Walton, Esquire                 
                         Vice President - General Counsel       
                           and Secretary                        
                         Allegheny Ludlum Corporation           
                         1000 Six PPG Place
                         Pittsburgh, Pennsylvania 15222
                         (Name and address of agent for service)

                         (412) 394-2800
                         (Telephone number, including area code,
                                  of agent for service) 

                                             Copies to:
                                             Charles M. Grimstad, Esquire
                                             Kirkpatrick & Lockhart LLP
                                             1500 Oliver Building
                                             Pittsburgh, Pennsylvania  15222

                             CALCULATION OF REGISTRATION FEE

                                          Proposed       Proposed           
                                          Maximum        Maximum    Amount
          Title of           Amount       Offering       Aggregate  of
          Securities to be   to be        Price          Offering   Registration
          Registered(1)      Registered   per Share(2)   Price(2)   Fee

          Common Stock 
          par value $0.10     100,000              
          per share          shares       $1,750,000   $1,750,000    $603.45
            
          (1)  In addition, pursuant to Rule 416(c) under the Securities Act of
          1933, this registration statement also covers an indeterminate amount
          of interests to be offered or sold pursuant to the employee benefit
          plan described herein.
          (2)  Estimated pursuant to Securities and Exchange Commission
          Rule 457(c) only for the purpose of calculating the registration fee;
based on the average of the high and low price per share of Common
          Stock of Allegheny Ludlum Corporation on April 8, 1996, as published
          in the NYSE-Composite Transactions quotations.

                            EXHIBIT INDEX APPEARS ON PAGE II-11
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.
                   ---------------------------------------

               The following documents filed by Allegheny Ludlum Corporation
          (the "Company") with the Securities and Exchange Commission (the
          "Commission") are hereby incorporated by reference in this
          Registration Statement:

                    1.   The Company's Annual Report on Form 10-K for the fiscal
                         year ended December 31, 1995.

                    2.   The description of the Company's Common Stock, par
                         value $0.10 per share (the "Common Stock"), contained
                         in the Company's Registration Statement filed under
                         Section 12 of the Securities Exchange Act of 1934, as
                         amended (the "Exchange Act"), including all amendments
                         and reports updating such description.

               The consolidated financial statements incorporated in this
          Registration Statement by reference to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1995, have been so
          incorporated in reliance on the report of Ernst & Young LLP,
          independent auditors, given on the authority of said firm as experts
          in auditing and accounting.

               All documents subsequently filed by the Company 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
          the 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 Ludlum Corporation 401(k) Plan (the "Plan")
          meeting the requirements of Section 10(a) of the Securities Act of
          1933, as amended.

          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-1
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 Company by Jon D.
          Walton, Vice President-General Counsel and Secretary.  Mr. Walton is
          paid a salary by the Company and participates in benefit plans of the
          Company other than the plan being registered hereunder, and
          beneficially owns 65,364 shares of Common Stock, including presently
          exercisable options to purchase 27,500 shares of Common Stock.

          Item 6.  Indemnification of Directors and Officers.
                   -----------------------------------------

               Sections 1741 and 1742 of the Pennsylvania Business Corporation
          Law (the "BCL") provide that a business corporation shall have the
          power to indemnify any person who was or is a party, or is threatened
          to be made a party, to any proceeding, whether civil, criminal,
          administrative or investigative, by reason of the fact that such
          person is or was a director, officer, employee or agent of the
          corporation, or is or was serving at the request of the corporation as
          a director, officer, employee or agent of another corporation or other
          enterprise, against expenses (including attorneys' fees), judgments,
          fines and amounts paid in settlement actually and reasonably incurred
          by such person in connection with such proceeding, if such person
          acted in good faith and in a manner he reasonably believed to be in,
          or not opposed to, the best interests of the corporation, and, with
          respect to any criminal proceeding, had no reasonable cause to believe
          his conduct was unlawful.  In the case of an action by or in the right
          of the corporation, such indemnification is limited to expenses
          (including attorneys' fees) actually and reasonably incurred by such
          person in connection with the defense or settlement of such action,
          except that no indemnification shall be made in respect of any claim,
          issue or matter as to which such person has been adjudged to be liable
          to the corporation unless, and only to the extent that, a court
          determines upon application that, despite the adjudication of
          liability but in view of all the circumstances, such person is fairly
          and reasonably entitled to indemnity for the expenses that the court
          deems proper.

               BCL Section 1744 provides that, unless ordered by a court, any
          indemnification referred to above shall be made by the corporation
          only as authorized in the specific case upon a determination that
          indemnification is proper in the circumstances because the indemnitee
          has met the applicable standard of conduct.  Such determination shall
          be made:

                    (1) by the Board of Directors by a majority vote of a quorum
               consisting of directors who were not parties to the proceeding;
               or

                                             II-2
(2) if such a quorum is not obtainable, or if obtainable and
               a majority vote of a quorum of disinterested directors so
               directs, by independent legal counsel in a written opinion; or 

                    (3)  by the shareholders.

               Notwithstanding the above, BCL Section 1743 provides that to the
          extent a director, officer, employee or agent of a business
          corporation is successful on the merits or otherwise in defense of any
          proceeding referred to above, or in defense of any claim, issue or
          matter therein, such person shall be indemnified against expenses
          (including attorneys' fees) actually and reasonably incurred by such
          person in connection therewith.

               BCL Section 1745 provides that expenses (including attorneys'
          fees) incurred by a director, officer, employee or agent of a business
          corporation in defending any such proceeding may be paid by the
          corporation in advance of the final disposition of the proceeding upon
          receipt of an undertaking to repay the amount advanced if it is
          ultimately determined that the indemnitee is not entitled to be
          indemnified by the corporation.

               BCL Section 1746 provides that the indemnification and
          advancement of expenses provided by, or granted pursuant to, the
          foregoing provisions is not exclusive of any other rights to which a
          person seeking indemnification may be entitled under any bylaw,
          agreement, vote of shareholders or disinterested directors or
          otherwise, and that indemnification may be granted under any law,
          agreement, vote of shareholders or directors or otherwise for any
          action taken or any failure to take any action whether or not the
          corporation would have the power to indemnify the person under any
          other provision of law and whether or not the indemnified liability
          arises or arose from any action by or in the right of the corporation,
          provided, however, that no indemnification may be made in any case
          where the act or failure to act giving rise to the claim for
          indemnification is determined by a court to have constituted willful
          misconduct or recklessness.

               Section 1 of Article VIA of the Registrant's By-Laws, as amended,
          provides that the Registrant shall indemnify, to the fullest extent
          permitted by law, each director or officer (including each former
          director or officer) of the Registrant who was or is made a party to
          or a witness in or is threatened to be made a party to or a witness in
          any threatened, pending or completed action, suit or proceeding, 
          whether civil, criminal, administrative or investigative, by reason of
          the fact that he is or was an authorized representative of the
          Registrant, against all expenses (including attorneys' fees and
          disbursements), judgments, fines (including excise taxes and
          penalties) and amounts paid in settlement actually and reasonably
          incurred by him in connection with such action, suit or proceeding.

                                             II-3
Section 2 of Article VIA of the Registrant's By-Laws, as amended,
          further provides that the Registrant shall pay expenses (including 
          attorneys' fees and disbursements) incurred by a director or officer
          of the Registrant referred to in Section 1 of such Article in
          defending or appearing as a witness in any civil or criminal action,
          suit or proceeding described in Section 1 of such Article in advance
          of the final disposition of such action, suit or proceeding.  The
          expenses incurred by such director or officer shall be paid by the
          Registrant in advance of the final disposition of such action, suit or
          proceeding only upon receipt of an undertaking by or on behalf of such
          director or officer to repay all amounts advanced if it shall
          ultimately be determined that he is not entitled to be indemnified by
          the Registrant.

               The Registrant's By-Laws provide that the rights of
          indemnification and advancement of expenses provided for therein shall
          not be deemed exclusive of any other rights to which those seeking
          indemnification or advancement of expenses may otherwise be entitled.

               The Registrant has entered into indemnification agreements with
          each of its directors in which the Registrant agrees to indemnify each
          of its directors to the fullest extent permitted by law both as to
          action in his official capacity and as to action in another capacity
          and agrees to purchase and maintain insurance on the terms and
          conditions described therein.

               BCL Section 1747 permits a Pennsylvania business corporation to
          purchase and maintain insurance on behalf of any person who is or was
          a director, officer, employee or agent of the corporation, or is or
          was serving at the request of the corporation as a director, officer,
          employee or agent of another corporation or other enterprise, against 
          any liability asserted against such person and incurred by him in any
          such capacity, or arising out of his status as such, whether or not
          the corporation would have the power to indemnify the person against
          such liability under the provisions described above.

               Section 5 of Article IVA of the Registrant's By-Laws, as amended,
          provides that, except in the circumstances set forth in Section 5, the
          Registrant shall purchase and maintain insurance on behalf of each
          director and officer against any liability asserted against or
          incurred by such officer or director in any capacity, or arising out
          of such director's or officer's status as such, whether or not the
          Registrant would have the power to indemnify such person against such
          liability under the provisions of Article IVA.

               The Registrant maintains directors' and officers' liability
          insurance covering its directors and officers with respect to
          liabilities, including liabilities under the Securities Act of 1933, 
          as amended, which they may incur in connection with their serving as
          such.  Such insurance provides coverage for the directors and officers
          against certain liabilities even though such liabilities may not be
          covered by the foregoing By-Law indemnification provision.

               As permitted by BCL Section 1713, the By-Laws of the Registrant
          provide that no director shall be personally liable for monetary
          damages for any action taken, or failure to take any action, except
          to the extent that such elimination or limitation of liability is 

                                             II-4
          PAGE
expressly prohibited by the act of November 28, 1986 (P. L. No. 145)
          as in effect at the time of the alleged action or failure to take
          action by the director.  The BCL states that this exculpation from
          liability does not apply where the director has breached or failed to
          perform the duties of his office and the breach or failure to perform
          constitutes self-dealing, willful misconduct or recklessness, and does
          not apply to the responsibility or liability of a director pursuant to
          any criminal statute or the liability of a director for payment of
          taxes pursuant to Federal, state or local law.  It may also not apply
          to liabilities imposed upon directors by the Federal securities laws.

          Item 7.  Exemption for Registration Claimed.
                   ----------------------------------
               Not applicable.

          Item 8.  Exhibits.
                   --------

          Exhibit 
          Number                        Description
          -------                       -----------

            4(a)    Restated and Amended Articles of Incorporation, incorporated
                    by reference to Exhibit 4 to the Company's Quarterly Report
                    on Form 10-Q for the quarter ended July 3, 1994.

            4(b)    By-Laws, as amended, incorporated by reference to Exhibit
                    3(b) to the Company's Annual Report on Form 10-K for the 
                    year ended January 1, 1995.

            4(c)    401(k) Savings Account Plan

            5       Opinion of Jon D. Walton, Vice President - General Counsel
                    and Secretary of the Company relating to the legality of the
                    shares registered under the Plan.  The registrant will
                    submit the Plan and any amendment thereto to the Internal 
                    Revenue Service (IRS) in a timely manner and will make all
                    changes required by the IRS in order to qualify the Plan.

           23(a)    Consent of Jon D. Walton is contained in the Opinion of 
                    Counsel filed as Exhibit 5

           23(b)    Consent of Ernst & Young LLP

           24       Power of Attorney (included on page II-8)

          Item 9.   Undertakings.
                    ------------

               (a)  The undersigned registrant hereby undertakes:

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

                                             II-5
(i)  To include any prospectus required by section
          10(a)(3) of the Securities Act of 1933;

                          (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 Securities Exchange Act of 1934 that are
          incorporated by reference in the registration statement.

                    (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, 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 the
          purposes of determining any liability under the Securities Act of
          1933, each filing of the registrant's annual report pursuant to
          section 13(a) or section 15(d) of the Securities Exchange Act of 1934
          (and, where applicable, each filing of an employee benefit plan's
          annual report pursuant to section 15(d) of the Securities Exchange Act
          of 1934) 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 of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the foregoing
          provisions, or otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the 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 

                                             II-6
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 Act and will be
          governed by the final adjudication of such issue.

                                             II-7
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, 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 the  9th    day of April, 1996.

                                        ALLEGHENY LUDLUM CORPORATION
                                        (Registrant)

                                        By: /s/ James L. Murdy
                                           --------------------------  
                                           James L. Murdy    
                                           Senior Vice President-Finance    
                                             and Chief Financial Officer   

                                   POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
          appears below constitutes and appoints J. L. Murdy, J. D. Walton, and
          M. W. Snyder and each of them, his or her true and lawful attorneys-
          in-fact and agents, with full power of substitution and revocation,
          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
          documents in connection therewith, with the Securities and Exchange
          Commission, granting unto said attorneys-in-fact and agents, and each
          of them, full power and authority to do and perform each and every act
          and thing requisite and necessary to be done, 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 any of them, or their or his substitute, may lawfully do or cause
          to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, this
          Registration Statement has been signed by the following persons in the
          capacities indicated on the 9th day of April, 1996.

                         Signature                     Title
                         ---------                     -----
          /s/ Arthur H. Aronson
          -------------------------     President and Chief Executive Officer
          Arthur H. Aronson             and Director                

          /s/ James L. Murdy
          -------------------------     Senior Vice President-Finance and 
          James L. Murdy                Chief Financial Officer and
                                        Director
                 
          /s/ Richard R. Roeser
          -------------------------     Vice President-Controller and 
          Richard R. Roeser             Chief Accounting Officer

                                             II-8
          PAGE
/s/ Richard P. Simmons 
          -------------------------     Chairman of the Board and Director
          Richard P. Simmons 

          /s/ Robert P. Bozzone
          -------------------------     Vice Chairman and Director
          Robert P. Bozzone

          /s/ Paul S. Brentlinger 
          -------------------------     Director
          Paul S. Brentlinger 

          /s/ C. Fred Fetterolf
          -------------------------     Director   
          C. Fred Fetterolf

          /s/ Thomas Marshall   
          -------------------------     Director   
          Thomas Marshall   

          /s/ W. Craig McClelland   
          -------------------------     Director   
          W. Craig McClelland   

          /s/ Richard K. Pitler
          -------------------------     Director   
          Richard K. Pitler

          /s/ Anne Pol
          -------------------------     Director
          Anne Pol

          /s/ Charles J. Queenan, Jr.
          -------------------------     Director   
          Charles J. Queenan, Jr.

          /s/ James E. Rohr
          -------------------------     Director   
          James E. Rohr

          /s/ George W. Tippins                                   
          -------------------------     Director   
          George W. Tippins                                   

          /s/ Steven C. Wheelwright
          -------------------------     Director   
          Steven C. Wheelwright
                                             II-9
          PAGE
40l(k) SAVINGS ACCOUNT PLAN
                              ---------------------------

               Pursuant to the requirements of the Securities Act of 1933, the
          401(k) Savings Account Plan has caused this Registration Statement to
          be signed on its behalf by the undersigned, thereunto duly authorized,
          in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 9th
          day of April, 1996.

                                        401(k) SAVINGS ACCOUNT PLAN 

                                        By: /s/ Bruce A. McGillivray 
                                           --------------------------  
                                        Title:  Plan Administrator

                                             II-10
EXHIBIT INDEX

          Exhibit 
          Number                        Item
          -------                       ----

            4(c)    401(k) Savings Account Plan

            5       Opinion of Jon D. Walton, Vice President - General Counsel
                    and Secretary of the Company relating to the legality of the
                    shares registered under the Plan

           23(a)    Consent of Jon D. Walton is contained in the Opinion of 
                    Counsel filed as Exhibit 5

           23(b)    Consent of Ernst & Young LLP

                                             II-11