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



           2049 CENTURY PARK EAST
          LOS ANGELES, CALIFORNIA                            90067-3101
  (Address of principal executive offices)                   (Zip Code)

                       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)



<PAGE>


                         CALCULATION OF REGISTRATION FEE

================================================================================
      TITLE OF                         PROPOSED       PROPOSED        AMOUNT OF
     SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
  TO BE REGISTERED    REGISTERED(1) OFFERING PRICE    AGGREGATE          FEE
                                      PER SHARE    OFFERING PRICE
--------------------------------------------------------------------------------

Common Stock, par
value $.01 per share    158,239        $ 5.57(2)    $31,078,241.54      $8,205
                        182,724        $ 8.42(2)
                         20,000        $ 8.58(2)
                        467,500        $ 8.94(2)
                          1,487        $ 9.41(2)
                        179,271        $ 9.57(2)
                          7,031        $ 9.96(2)
                          1,652        $11.50(2)
                        600,025        $13.35(2)
                          1,527        $13.59(2)
                        496,971        $16.95(2)
                          1,527        $17.60(2)
                        632,316        $ 9.50(3)

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

     (1) This Registration  Statement also registers additional securities to be
offered or issued upon  adjustment or changes made to the registered  securities
by reason of any stock  splits,  stock  dividends  or  similar  transactions  as
permitted by Rule 416(a) and Rule 416(b) under the  Securities  Act of 1933,  as
amended.

     (2) Based upon the  exercise  price of the  options in respect of which the
shares may be issued, in accordance with Rule 457(h).

     (3) 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        January        7,       2000.
--------------------------------------------------------------------------------


<PAGE>


PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Act of 1933,
as amended (the  "Securities  Act"),  are  incorporated  by reference  into this
Registration  Statement:  (i) the Registration Statement on Form 10, as amended,
filed  with the  Commission  (File No.  001-15295)  (the  "Form  10"),  (ii) the
Registrant's  Current Report on Form 8-K dated as of November 29, 1999 and filed
on December 1, 1999, as amended on December 6, 1999;  and (iii) the  description
of the Registrant's Common Stock contained in the Form 10.

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

ITEM 4.     DESCRIPTION OF SECURITIES.

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

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



                                     II - 1
<PAGE>



or investigative,  to which any of them is a party by reason of being a director
or  officer of the  Registrant  if it is  determined  that the  director  or the
officer acted in accordance with the applicable standard of conduct set forth in
such statutory provision. Article EIGHT of the Registrant's Restated Certificate
of  Incorporation  provides  that  any  person  who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of  the  fact  that  such  person  is or was a  director  or an  officer  of the
Registrant or is or was 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.

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

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            None.

ITEM 8.     EXHIBITS.

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

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

  4.1       Restated Certificate of Incorporation of the Registrant.

  4.2       Amended  and  Restated  Bylaws of the  Registrant  (incorporated  by
            reference to Exhibit 3.2 to the Registrant's  Registration Statement
            Form 10/A-4 filed on November 10, 1999 (File No. 001-15295)).

  4.3       Form of Rights Agreement Between Teledyne Technologies  Incorporated
            and  ChaseMellon  Shareholder  Service,   L.L.C.   (incorporated  by
            reference to Exhibit 4.2 to the Registrant's  Registration Statement
            on Form 10/A filed on November 10, 1999 (File No. 001-15295)).

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

  23.1      Consent of Ernst & Young LLP, independent auditors

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

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

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

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

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

                                      * * *

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




                                     II - 3
<PAGE>



                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Los Angeles, State of California, on this 14th day of
January, 2000.

                                    TELEDYNE TECHNOLOGIES INCORPORATED


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


      We, the  undersigned  directors  and  officers  of  Teledyne  Technologies
Incorporated  do hereby  constitute  and  appoint  John T. Kuelbs and Melanie S.
Cibik,  or either of them, our true and lawful  attorneys and agents,  to do any
and all acts and  things  in our name and on our  behalf  in our  capacities  as
directors and officers and to execute any and all  instruments for us and in our
names in the capacities  indicated  below,  which said attorneys and agents,  or
either of them,  may deem  necessary or advisable to enable said  corporation to
comply with the Securities Act and any rules,  regulations  and  requirements of
the  Commission,  in  connection  with this  Registration  Statement,  including
specifically,  but without limitation, power and authority to sign for us or any
of us in our names in the  capacities  indicated  below,  any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that said attorneys and agents,  or either of them,  shall 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/ ROBERT MEHRABIAN
------------------------------   President and Chief Executive  January 14, 2000
Robert Mehrabian                 Officer (Principal Executive
                                 Officer) and a Director


/s/ STEFAN C. RIESENFELD         Executive Vice President and   January 14, 2000
------------------------------   Chief Financial Officer
Stefan C. Riesenfeld             (Principal Financial Officer)

/s/ DALE A. SCHNITTJER           Controller (Principal          January 14, 2000
------------------------------   Accounting Officer)
Dale A. Schnittjer               Accounting Officer)


/s/ ROBERT P. BOZZONE            Director                       January 14, 2000
------------------------------
Robert P. Bozzone





                                     II - 4
<PAGE>


       SIGNATURE                         CAPACITY                    DATE
       ---------                         --------                    ----



/s/ PAUL S. BRENTLINGER          Director                       January 14, 2000
------------------------------
Paul S. Brentlinger



/s/ FRANK V. CAHOUET             Director                       January 14, 2000
-------------------------------
Frank V. Cahouet


/s/ THOMAS A. CORCORAN           Director                       January 14, 2000
-------------------------------
Thomas A. Corcoran


/s/ DIANE C. CREEL               Director                       January 14, 2000
-------------------------------
Diane C. Creel


/s/ C. FRED FETTEROLF            Director                       January 14, 2000
--------------------------
C. Fred Fetterolf


/s/ CHARLES J. QUEENAN, JR.      Director                       January 14, 2000
------------------------------
Charles J. Queenan, Jr.







                                     II - 5
<PAGE>






                                  EXHIBIT INDEX

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

  4.1        Restated Certificate of Incorporation of
             the Registrant.

  4.2        Amended and  Restated  Bylaws of the  Registrant  (incorporated  by
             reference to Exhibit 3.2 to the Registrant's Registration Statement
             on Form 10/A-4 filed on November 10, 1999 (File No.
             001-15295)).

  4.3        Form of Rights Agreement Between Teledyne
             Technologies Incorporated and ChaseMellon
             Shareholder Services, L.L.C (incorporated
             by reference to Exhibit 4.2 to the
             Registrant's Registration Statement on
             Form 10/A filed on November 10, 1999 (File
             No. 001-15295)).

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

  23.1       Consent of Ernst & Young LLP, independent auditors

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

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



                                     II - 6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19502}]
{"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": "333-94739", "film-number": "507950"}, "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       (I.R.S. Employer Identification No.)
       incorporation or organization)

           2049 CENTURY PARK EAST
          LOS ANGELES, CALIFORNIA                            90067-3101
  (Address of principal executive offices)                   (Zip Code)

                       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(1) OFFERING PRICE    AGGREGATE          FEE
                                      PER SHARE    OFFERING PRICE
--------------------------------------------------------------------------------

Common Stock, par
value $.01 per share    158,239        $ 5.57(2)    $31,078,241.54      $8,205
                        182,724        $ 8.42(2)
                         20,000        $ 8.58(2)
                        467,500        $ 8.94(2)
                          1,487        $ 9.41(2)
                        179,271        $ 9.57(2)
                          7,031        $ 9.96(2)
                          1,652        $11.50(2)
                        600,025        $13.35(2)
                          1,527        $13.59(2)
                        496,971        $16.95(2)
                          1,527        $17.60(2)
                        632,316        $ 9.50(3)

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

     (1) This Registration  Statement also registers additional securities to be
offered or issued upon  adjustment or changes made to the registered  securities
by reason of any stock  splits,  stock  dividends  or  similar  transactions  as
permitted by Rule 416(a) and Rule 416(b) under the  Securities  Act of 1933,  as
amended.

     (2) Based upon the  exercise  price of the  options in respect of which the
shares may be issued, in accordance with Rule 457(h).

     (3) 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        January        7,       2000.
--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Act of 1933,
as amended (the  "Securities  Act"),  are  incorporated  by reference  into this
Registration  Statement:  (i) the Registration Statement on Form 10, as amended,
filed  with the  Commission  (File No.  001-15295)  (the  "Form  10"),  (ii) the
Registrant's  Current Report on Form 8-K dated as of November 29, 1999 and filed
on December 1, 1999, as amended on December 6, 1999;  and (iii) the  description
of the Registrant's Common Stock contained in the Form 10.

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

ITEM 4.     DESCRIPTION OF SECURITIES.

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

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

                                     II - 1
or investigative,  to which any of them is a party by reason of being a director
or  officer of the  Registrant  if it is  determined  that the  director  or the
officer acted in accordance with the applicable standard of conduct set forth in
such statutory provision. Article EIGHT of the Registrant's Restated Certificate
of  Incorporation  provides  that  any  person  who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of  the  fact  that  such  person  is or was a  director  or an  officer  of the
Registrant or is or was 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.

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

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            None.

ITEM 8.     EXHIBITS.

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

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

  4.1       Restated Certificate of Incorporation of the Registrant.

  4.2       Amended  and  Restated  Bylaws of the  Registrant  (incorporated  by
            reference to Exhibit 3.2 to the Registrant's  Registration Statement
            Form 10/A-4 filed on November 10, 1999 (File No. 001-15295)).

  4.3       Form of Rights Agreement Between Teledyne Technologies  Incorporated
            and  ChaseMellon  Shareholder  Service,   L.L.C.   (incorporated  by
            reference to Exhibit 4.2 to the Registrant's  Registration Statement
            on Form 10/A filed on November 10, 1999 (File No. 001-15295)).

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

  23.1      Consent of Ernst & Young LLP, independent auditors

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

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

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

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

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

                                      * * *

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

                                     II - 3
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Los Angeles, State of California, on this 14th day of
January, 2000.

                                    TELEDYNE TECHNOLOGIES INCORPORATED

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

      We, the  undersigned  directors  and  officers  of  Teledyne  Technologies
Incorporated  do hereby  constitute  and  appoint  John T. Kuelbs and Melanie S.
Cibik,  or either of them, our true and lawful  attorneys and agents,  to do any
and all acts and  things  in our name and on our  behalf  in our  capacities  as
directors and officers and to execute any and all  instruments for us and in our
names in the capacities  indicated  below,  which said attorneys and agents,  or
either of them,  may deem  necessary or advisable to enable said  corporation to
comply with the Securities Act and any rules,  regulations  and  requirements of
the  Commission,  in  connection  with this  Registration  Statement,  including
specifically,  but without limitation, power and authority to sign for us or any
of us in our names in the  capacities  indicated  below,  any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that said attorneys and agents,  or either of them,  shall 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/ ROBERT MEHRABIAN
------------------------------   President and Chief Executive  January 14, 2000
Robert Mehrabian                 Officer (Principal Executive
                                 Officer) and a Director

/s/ STEFAN C. RIESENFELD         Executive Vice President and   January 14, 2000
------------------------------   Chief Financial Officer
Stefan C. Riesenfeld             (Principal Financial Officer)

/s/ DALE A. SCHNITTJER           Controller (Principal          January 14, 2000
------------------------------   Accounting Officer)
Dale A. Schnittjer               Accounting Officer)

/s/ ROBERT P. BOZZONE            Director                       January 14, 2000
------------------------------
Robert P. Bozzone

                                     II - 4
SIGNATURE                         CAPACITY                    DATE
       ---------                         --------                    ----

/s/ PAUL S. BRENTLINGER          Director                       January 14, 2000
------------------------------
Paul S. Brentlinger

/s/ FRANK V. CAHOUET             Director                       January 14, 2000
-------------------------------
Frank V. Cahouet

/s/ THOMAS A. CORCORAN           Director                       January 14, 2000
-------------------------------
Thomas A. Corcoran

/s/ DIANE C. CREEL               Director                       January 14, 2000
-------------------------------
Diane C. Creel

/s/ C. FRED FETTEROLF            Director                       January 14, 2000
--------------------------
C. Fred Fetterolf

/s/ CHARLES J. QUEENAN, JR.      Director                       January 14, 2000
------------------------------
Charles J. Queenan, Jr.

                                     II - 5
EXHIBIT INDEX

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

  4.1        Restated Certificate of Incorporation of
             the Registrant.

  4.2        Amended and  Restated  Bylaws of the  Registrant  (incorporated  by
             reference to Exhibit 3.2 to the Registrant's Registration Statement
             on Form 10/A-4 filed on November 10, 1999 (File No.
             001-15295)).

  4.3        Form of Rights Agreement Between Teledyne
             Technologies Incorporated and ChaseMellon
             Shareholder Services, L.L.C (incorporated
             by reference to Exhibit 4.2 to the
             Registrant's Registration Statement on
             Form 10/A filed on November 10, 1999 (File
             No. 001-15295)).

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

  23.1       Consent of Ernst & Young LLP, independent auditors

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

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

                                     II - 6