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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------


                       TELEDYNE TECHNOLOGIES INCORPORATED
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>

<S>              <C>                                                <C>           <C>

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



             2049 CENTURY PARK EAST, 15TH FLOOR                                   90067-3101
              LOS ANGELES, CALIFORNIA                                             (Zip Code)
        (Address of principal executive offices)
</TABLE>


                       TELEDYNE TECHNOLOGIES INCORPORATED
                               1999 INCENTIVE PLAN
                            (Full title of the plan)


                                 JOHN T. KUELBS
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                       TELEDYNE TECHNOLOGIES INCORPORATED
                             2049 CENTURY PARK EAST
                       LOS ANGELES, CALIFORNIA 90067-3101
                     (Name and address of agent for service)

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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

======================================================================================
        TITLE OF                           PROPOSED       PROPOSED       AMOUNT OF
       SECURITIES         AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
    TO BE REGISTERED       REGISTERED   OFFERING PRICE    AGGREGATE         FEE
                                          PER SHARE    OFFERING PRICE
--------------------------------------------------------------------------------------
<S>                         <C>           <C>          <C>               <C>

Common Stock, par value     1,710,230     $25.66 (1)   $43,884,501.80    $11,585.51
$.01 per share

======================================================================================

      (1) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for the  Registrant's  Common Stock  reported on the New
York Stock Exchange on September 22, 2000.

--------------------------------------------------------------------------------------
</TABLE>

<PAGE>


                                EXPLANATORY NOTE

            This Registration Statement is being filed to register an additional
1,710,230 shares of Common Stock, par value $.01 per share (the "Common Stock"),
of  Teledyne  Technologies  Incorporated  (the  "Registrant")  as a result of an
increase in the number of shares of Common  Stock  issuable  under the  Teledyne
Technologies   Incorporated  1999  Incentive  Plan.  The  earlier   Registration
Statement on Form S-8 filed by the Registrant with the Commission on January 14,
2000  (File  No.   333-94739)  is  hereby   incorporated   by  reference.   This
incorporation by reference is made pursuant to General Instruction E of Form S-8
regarding the  registration of additional  securities of the same class as other
securities for which there has been filed a  Registration  Statement on Form S-8
relating to the same employee benefit plan.


<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. EXHIBITS.

      The following  documents  filed by the Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Act of 1933,
as amended (the  "Securities  Act"),  are  incorporated  by reference  into this
Registration  Statement:  (i) the Registrant's  Annual Report on Form 10-K filed
with the  Commission  for the  fiscal  year  ended  January  2,  2000  (File No.
001-15295),  (ii) the Registrant's Quarterly Reports on Form 10-Q filed with the
Commission for the quarterly  periods ended April 2, 2000 and July 2, 2000 (File
No.  001-15295),  and (iii) the  description  of the  Registrant's  Common Stock
contained  in the  Registrant's  Registration  Statement on Form 10, as amended,
filed with the Commission (File No. 001-15295).

      All documents  subsequently  filed by the  Registrant  with the Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a post-effective  amendment to this  Registration  Statement which
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement  from the date of filing of
such document with the Commission  until the  information  contained  therein is
superseded or updated by any  subsequently  filed document which is incorporated
by  reference  into  this  Registration  Statement  or  by  any  document  which
constitutes  part  of  the  prospectus  relating  to the  Teledyne  Technologies
Incorporated  1999  Incentive  Plan (the  "Plan")  meeting the  requirements  of
Section 10(a) of the Securities Act.

    ITEM 8. EXHIBITS.

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

    EXHIBIT NO.                     DESCRIPTION
    ----------                      -----------

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

      23.1        Consent of Ernst & Young LLP, independent auditors.

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

      24.1        Power of Attorney.


                                     II - 1



<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  Form S-8 and has duly  caused  this  Registration
    Statement  to be signed on its  behalf by the  undersigned,  thereunto  duly
    authorized,  in the City of Los Angeles,  State of California,  on this 26th
    day of September, 2000.

                                     TELEDYNE TECHNOLOGIES INCORPORATED


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

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

          SIGNATURE              CAPACITY                            DATE
          ---------              --------                            ----
<S>                               <C>                                <C>

    /s/ Robert Mehrabian          President and Chief Executive      September 26,  2000
   ---------------------          Officer (Principal Executive
    Robert Mehrabian              Officer) and a Director


    /s/ Dale A. Schnittjer         Acting Chief Financial            September 26, 2000
    ----------------------         Officer, Treasurer and
    Dale A. Schnittjer             Controller (Principal
                                   Financial Officer/Principal
                                   Accounting Officer)

    *
    __________________________     Director                          September 26, 2000
    Robert P. Bozzone


    *
    __________________________     Director                          September 26, 2000
    Paul S. Brentlinger



    *
    __________________________     Director                          September 26, 2000
    Frank V. Cahouet
</TABLE>


                                      II-2
<PAGE>

<TABLE>
<CAPTION>

          SIGNATURE              CAPACITY                            DATE
          ---------              --------                            ----
<S>                               <C>                                <C>

    *
    _________________________      Director                          September 26, 2000
    Thomas A. Corcoran

    *
    _________________________      Director                          September 26, 2000
    Diane C. Creel


    _________________________      Director                          September 26, 2000
    C. Fred Fetterolf
    *
    _________________________      Director                          September 26, 2000
    Charles J. Queenan, Jr.

    * /s/ Melanie S. Cibik
    ----------------------
    Pursuant to a Power of Attorney
    Pursuant to a Power of Attorney
    filed as Exhibit 24.1
</TABLE>


                                      II-3
<PAGE>




                                  EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION
----------                 -----------

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

    23.1     Consent of Ernst & Young LLP,
             independent auditors.

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

    24.1     Power of Attorney


                                      II-4
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 10408}]
{"company-data": {"conformed-name": "TELEDYNE TECHNOLOGIES INC", "cik": "0001094285", "assigned-sic": "8711", "irs-number": "251843385", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46630", "film-number": "728938"}, "business-address": {"street1": "2049 CENTURY PARK E", "city": "LOS ANGELES", "state": "CA", "zip": "90067-3101", "phone": "3102773311"}, "mail-address": {"street1": "1000 SIX PPG PLACE", "city": "PITTSBURGH", "state": "PA", "zip": "15222-5479"}}
Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                       TELEDYNE TECHNOLOGIES INCORPORATED
             (Exact name of registrant as specified in its charter)
DELAWARE                                                         25-1843385
(State or other jurisdiction of incorporation or organization)      (I.R.S. Employer Identification No.)

             2049 CENTURY PARK EAST, 15TH FLOOR                                   90067-3101
              LOS ANGELES, CALIFORNIA                                             (Zip Code)
        (Address of principal executive offices)
TELEDYNE TECHNOLOGIES INCORPORATED
                               1999 INCENTIVE PLAN
                            (Full title of the plan)

                                 JOHN T. KUELBS
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                       TELEDYNE TECHNOLOGIES INCORPORATED
                             2049 CENTURY PARK EAST
                       LOS ANGELES, CALIFORNIA 90067-3101
                     (Name and address of agent for service)

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

======================================================================================
        TITLE OF                           PROPOSED       PROPOSED       AMOUNT OF
       SECURITIES         AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
    TO BE REGISTERED       REGISTERED   OFFERING PRICE    AGGREGATE         FEE
                                          PER SHARE    OFFERING PRICE
--------------------------------------------------------------------------------------
Common Stock, par value     1,710,230     $25.66 (1)   $43,884,501.80    $11,585.51
$.01 per share

======================================================================================

      (1) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for the  Registrant's  Common Stock  reported on the New
York Stock Exchange on September 22, 2000.

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

            This Registration Statement is being filed to register an additional
1,710,230 shares of Common Stock, par value $.01 per share (the "Common Stock"),
of  Teledyne  Technologies  Incorporated  (the  "Registrant")  as a result of an
increase in the number of shares of Common  Stock  issuable  under the  Teledyne
Technologies   Incorporated  1999  Incentive  Plan.  The  earlier   Registration
Statement on Form S-8 filed by the Registrant with the Commission on January 14,
2000  (File  No.   333-94739)  is  hereby   incorporated   by  reference.   This
incorporation by reference is made pursuant to General Instruction E of Form S-8
regarding the  registration of additional  securities of the same class as other
securities for which there has been filed a  Registration  Statement on Form S-8
relating to the same employee benefit plan.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. EXHIBITS.

      The following  documents  filed by the Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Act of 1933,
as amended (the  "Securities  Act"),  are  incorporated  by reference  into this
Registration  Statement:  (i) the Registrant's  Annual Report on Form 10-K filed
with the  Commission  for the  fiscal  year  ended  January  2,  2000  (File No.
001-15295),  (ii) the Registrant's Quarterly Reports on Form 10-Q filed with the
Commission for the quarterly  periods ended April 2, 2000 and July 2, 2000 (File
No.  001-15295),  and (iii) the  description  of the  Registrant's  Common Stock
contained  in the  Registrant's  Registration  Statement on Form 10, as amended,
filed with the Commission (File No. 001-15295).

      All documents  subsequently  filed by the  Registrant  with the Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a post-effective  amendment to this  Registration  Statement which
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement  from the date of filing of
such document with the Commission  until the  information  contained  therein is
superseded or updated by any  subsequently  filed document which is incorporated
by  reference  into  this  Registration  Statement  or  by  any  document  which
constitutes  part  of  the  prospectus  relating  to the  Teledyne  Technologies
Incorporated  1999  Incentive  Plan (the  "Plan")  meeting the  requirements  of
Section 10(a) of the Securities Act.

    ITEM 8. EXHIBITS.

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

    EXHIBIT NO.                     DESCRIPTION
    ----------                      -----------

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

      23.1        Consent of Ernst & Young LLP, independent auditors.

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

      24.1        Power of Attorney.

                                     II - 1
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  Form S-8 and has duly  caused  this  Registration
    Statement  to be signed on its  behalf by the  undersigned,  thereunto  duly
    authorized,  in the City of Los Angeles,  State of California,  on this 26th
    day of September, 2000.

                                     TELEDYNE TECHNOLOGIES INCORPORATED

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

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
    Statement have been signed by the following persons in the capacities and on
    the date(s) indicated:
SIGNATURE              CAPACITY                            DATE
          ---------              --------                            ----
/s/ Robert Mehrabian          President and Chief Executive      September 26,  2000
   ---------------------          Officer (Principal Executive
    Robert Mehrabian              Officer) and a Director

    /s/ Dale A. Schnittjer         Acting Chief Financial            September 26, 2000
    ----------------------         Officer, Treasurer and
    Dale A. Schnittjer             Controller (Principal
                                   Financial Officer/Principal
                                   Accounting Officer)

    *
    __________________________     Director                          September 26, 2000
    Robert P. Bozzone

    *
    __________________________     Director                          September 26, 2000
    Paul S. Brentlinger

    *
    __________________________     Director                          September 26, 2000
    Frank V. Cahouet
II-2
SIGNATURE              CAPACITY                            DATE
          ---------              --------                            ----
*
    _________________________      Director                          September 26, 2000
    Thomas A. Corcoran

    *
    _________________________      Director                          September 26, 2000
    Diane C. Creel

    _________________________      Director                          September 26, 2000
    C. Fred Fetterolf
    *
    _________________________      Director                          September 26, 2000
    Charles J. Queenan, Jr.

    * /s/ Melanie S. Cibik
    ----------------------
    Pursuant to a Power of Attorney
    Pursuant to a Power of Attorney
    filed as Exhibit 24.1
II-3
EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION
----------                 -----------

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

    23.1     Consent of Ernst & Young LLP,
             independent auditors.

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

    24.1     Power of Attorney

                                      II-4