Registration No. 333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

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

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

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


                  OREGON METALLURGICAL CORPORATION SAVINGS PLAN
      OREGON METALLURGICAL CORPORATION STOCK COMPENSATION PLAN - UNION EMPLOYEES
                            (Full title of the plan)

                                  JON D. WALTON
                 SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                         ALLEGHENY TELEDYNE INCORPORATED
                               1000 SIX PPG PLACE
                       PITTSBURGH, PENNSYLVANIA 15222-5479
                     (Name and address of agent for service)

                                 (412) 394-2936
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                      
                                 PROPOSED         PROPOSED  
 TITLE OF                        MAXIMUM          MAXIMUM                    
 SECURITIES                      OFFERING         AGGREGATE     AMOUNT OF
 TO BE            AMOUNT TO BE   PRICE            OFFERING      REGISTRATION
 REGISTERED       REGISTERED     PER SHARE        PRICE         FEE
================================================================================
Common Stock,
Par Value $.10                                                 
                                                                 $5,724.18 
Savings Plan        500,000(1)   $27.72(2)      $13,860,000    

Stock Compen-
 sation Plan        200,000      $27.72(2)      $ 5,544,000
================================================================================

      (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended,  this Registration  Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the Oregon Metallurgical Corporation
Savings Plan.

      (2) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for the  Registrant's  Common Stock  reported on the New
York    Stock     Exchange     Composite     Tape    on    March    19,    1998.
--------------------------------------------------------------------------------
                           

<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Act 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 Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997, (ii) the Registrant's  Current Reports on Form 8-K
dated  January  28,  1998,  March 12,  1998 and March  13,  1998,  and (iii) the
description  of the  Registrant's  Common Stock  contained  in the  Registrant's
Registration Statement on Form 8-A filed on July 30, 1996.

      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 Plans meeting the  requirements  of Section 10(a) of
the Securities Act.


ITEM 4. DESCRIPTION OF SECURITIES.

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


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

      Under  Section 145 of the DGCL,  a Delaware  corporation  has the power to
indemnify  directors and officers under certain  prescribed  circumstances  and,
subject to certain  limitations,  against certain costs and expenses,  including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of his being 
  
                                    II-1

<PAGE>

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

      24.1        Power of  Attorney  (set forth on the  signature  page of this
                  Registration Statement).
    

                                      II-2

<PAGE>


ITEM 9. UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

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

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

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

                          (iii) To include any material information with respect
                  to 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  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, 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.

            The Registrant will submit or has submitted the Oregon Metallurgical
      Corporation Savings Plan and any amendment thereto to the Internal Revenue
      Service  ("IRS") in a timely  manner and has made or will make all changes
      required by the IRS in order to qualify such plan.

                                      II-3
<PAGE>


                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements for filing 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 18  day of March,
1998.


                                          ALLEGHENY TELEDYNE INCORPORATED


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

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints either James L. Murdy or Jon D. Walton his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution,  for him or her and in his or her name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,   and  to  file  the  same  with  all  exhibits  thereto,  and  other
documentation  in  connection  therewith,   with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and agents,  or their  substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

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


                     SIGNATURE             CAPACITY                    DATE


/S/ RICHARD P. SIMMONS          Chairman, President and         March 18, 1998
---------------------------     Chief Executive Officer
Richard P. Simmons              and a Director


/S/ ROBERT P. BOZZONE           Vice Chairman and a             March 25, 1998
---------------------------     Director
Robert P. Bozzone


/S/ ARTHUR H. ARONSON          Executive Vice President         March 25, 1998
---------------------------    and  a Director 
Arthur H. Aronson


/S/ JAMES L. MURDY             Executive Vice President,        March 25, 1998
---------------------------    Finance and Administration
James L. Murdy                 and Chief Financial Officer


/S/ DALE G. REID               Vice President - Controller      March 25, 1998
----------------------------   (Principal Accounting Officer)
Dale G. Reid

                                      II-4

<PAGE>




         SIGNATURE                  CAPACITY                    DATE

/S/ PAUL S. BRENTLINGER        Director                         March 25, 1998
---------------------------- 
Paul S. Brentlinger


/S/ FRANK V. CAHOUET           Director                         March 25, 1998
----------------------------
Frank V. Cahouet


/S/ DIANE C. CREEL             Director                         March 25, 1998
----------------------------
Diane C. Creel


/S/ C. FRED FETTEROLF          Director                         March 25, 1998
----------------------------
C. Fred Fetterolf


/S/ W. CRAIG MCCLELLAND        Director                         March 23, 1998
----------------------------
W. Craig McClelland


/S/ ROBERT MEHRABIAN           Director                         March 19, 1998
----------------------------
Robert Mehrabian


/S/ WILLIAM G. OUCHI           Director                         March 19, 1998
----------------------------
William  G. Ouchi


/S/ CHARLES J. QUEENAN, JR.    Director                         March 19, 1998
----------------------------
Charles J. Queenan, Jr.


/S/ GEORGE A. ROBERTS          Director                         March 25, 1998
----------------------------
George A. Roberts


/S/ JAMES E. ROHR              Director                         March 25, 1998
----------------------------
James E. Rohr


/S/ FAYEZ SAROFIM              Director                         March 25, 1998
----------------------------
Fayez Sarofim


                                      II-5

<PAGE>




                                  EXHIBIT INDEX

     EXHIBIT NO.               DESCRIPTION                        SEQUENTIAL 
                                                                  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 Kirkpatrick & Lockhart LLP               8
                as to the legality of the shares
                being registered.

        23.1    Consent of Ernst & Young LLP.                       9

        23.2    Consent of Arthur Andersen LLP                     10

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

        24.1    Power of Attorney (set forth on the                --
                signature page of this Registration
                Statement).

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR ALLEGHENY TELEDYNE", "secsgml_size_bytes": 20109}]
{"company-data": {"conformed-name": "ALLEGHENY TELEDYNE INC", "cik": "0001018963", "assigned-sic": "3674", "irs-number": "251792394", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48649", "film-number": "98573406"}, "business-address": {"street1": "1000 SIX PPG PLACE", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4123942800"}, "mail-address": {"street1": "100 SIX PPG PLACE", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}}
Registration No. 333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

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

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

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

                  OREGON METALLURGICAL CORPORATION SAVINGS PLAN
      OREGON METALLURGICAL CORPORATION STOCK COMPENSATION PLAN - UNION EMPLOYEES
                            (Full title of the plan)

                                  JON D. WALTON
                 SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                         ALLEGHENY TELEDYNE INCORPORATED
                               1000 SIX PPG PLACE
                       PITTSBURGH, PENNSYLVANIA 15222-5479
                     (Name and address of agent for service)

                                 (412) 394-2936
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                      
                                 PROPOSED         PROPOSED  
 TITLE OF                        MAXIMUM          MAXIMUM                    
 SECURITIES                      OFFERING         AGGREGATE     AMOUNT OF
 TO BE            AMOUNT TO BE   PRICE            OFFERING      REGISTRATION
 REGISTERED       REGISTERED     PER SHARE        PRICE         FEE
================================================================================
Common Stock,
Par Value $.10                                                 
                                                                 $5,724.18 
Savings Plan        500,000(1)   $27.72(2)      $13,860,000    

Stock Compen-
 sation Plan        200,000      $27.72(2)      $ 5,544,000
================================================================================

      (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended,  this Registration  Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the Oregon Metallurgical Corporation
Savings Plan.

      (2) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for the  Registrant's  Common Stock  reported on the New
York    Stock     Exchange     Composite     Tape    on    March    19,    1998.
--------------------------------------------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Act 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 Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997, (ii) the Registrant's  Current Reports on Form 8-K
dated  January  28,  1998,  March 12,  1998 and March  13,  1998,  and (iii) the
description  of the  Registrant's  Common Stock  contained  in the  Registrant's
Registration Statement on Form 8-A filed on July 30, 1996.

      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 Plans meeting the  requirements  of Section 10(a) of
the Securities Act.

ITEM 4. DESCRIPTION OF SECURITIES.

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

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

      Under  Section 145 of the DGCL,  a Delaware  corporation  has the power to
indemnify  directors and officers under certain  prescribed  circumstances  and,
subject to certain  limitations,  against certain costs and expenses,  including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of his being 
  
                                    II-1
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
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 Kirkpatrick &  Lockhart  LLP  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  Kirkpatrick  &  Lockhart LLP   (included  in  the
                  Opinion filed as Exhibit 5.1).

      24.1        Power of  Attorney  (set forth on the  signature  page of this
                  Registration Statement).
    

                                      II-2
ITEM 9. UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

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

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

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

                          (iii) To include any material information with respect
                  to 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  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, 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.

            The Registrant will submit or has submitted the Oregon Metallurgical
      Corporation Savings Plan and any amendment thereto to the Internal Revenue
      Service  ("IRS") in a timely  manner and has made or will make all changes
      required by the IRS in order to qualify such plan.

                                      II-3
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements for filing 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 18  day of March,
1998.

                                          ALLEGHENY TELEDYNE INCORPORATED

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

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints either James L. Murdy or Jon D. Walton his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution,  for him or her and in his or her name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,   and  to  file  the  same  with  all  exhibits  thereto,  and  other
documentation  in  connection  therewith,   with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and agents,  or their  substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

                     SIGNATURE             CAPACITY                    DATE

/S/ RICHARD P. SIMMONS          Chairman, President and         March 18, 1998
---------------------------     Chief Executive Officer
Richard P. Simmons              and a Director

/S/ ROBERT P. BOZZONE           Vice Chairman and a             March 25, 1998
---------------------------     Director
Robert P. Bozzone

/S/ ARTHUR H. ARONSON          Executive Vice President         March 25, 1998
---------------------------    and  a Director 
Arthur H. Aronson

/S/ JAMES L. MURDY             Executive Vice President,        March 25, 1998
---------------------------    Finance and Administration
James L. Murdy                 and Chief Financial Officer

/S/ DALE G. REID               Vice President - Controller      March 25, 1998
----------------------------   (Principal Accounting Officer)
Dale G. Reid

                                      II-4
SIGNATURE                  CAPACITY                    DATE

/S/ PAUL S. BRENTLINGER        Director                         March 25, 1998
---------------------------- 
Paul S. Brentlinger

/S/ FRANK V. CAHOUET           Director                         March 25, 1998
----------------------------
Frank V. Cahouet

/S/ DIANE C. CREEL             Director                         March 25, 1998
----------------------------
Diane C. Creel

/S/ C. FRED FETTEROLF          Director                         March 25, 1998
----------------------------
C. Fred Fetterolf

/S/ W. CRAIG MCCLELLAND        Director                         March 23, 1998
----------------------------
W. Craig McClelland

/S/ ROBERT MEHRABIAN           Director                         March 19, 1998
----------------------------
Robert Mehrabian

/S/ WILLIAM G. OUCHI           Director                         March 19, 1998
----------------------------
William  G. Ouchi

/S/ CHARLES J. QUEENAN, JR.    Director                         March 19, 1998
----------------------------
Charles J. Queenan, Jr.

/S/ GEORGE A. ROBERTS          Director                         March 25, 1998
----------------------------
George A. Roberts

/S/ JAMES E. ROHR              Director                         March 25, 1998
----------------------------
James E. Rohr

/S/ FAYEZ SAROFIM              Director                         March 25, 1998
----------------------------
Fayez Sarofim

                                      II-5
EXHIBIT INDEX

     EXHIBIT NO.               DESCRIPTION                        SEQUENTIAL 
                                                                  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 Kirkpatrick & Lockhart LLP               8
                as to the legality of the shares
                being registered.

        23.1    Consent of Ernst & Young LLP.                       9

        23.2    Consent of Arthur Andersen LLP                     10

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

        24.1    Power of Attorney (set forth on the                --
                signature page of this Registration
                Statement).

                                      II-6