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, INC. 401(K) 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
$.01 per share       400,000(1)      $9.94(2)      $3,976,000        $1,049.67

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

     (1) This Registration  Statement also registers additional securities to be
offered or issued upon adjustments 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 (the "Securities  Act"). In addition,  pursuant to Rule 416(c) under the
Securities Act of 1933,  this  Registration  Statement  covers an  indeterminate
number of interests to be offered or sold pursuant to the Teledyne,  Inc. 401(k)
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 on November 29, 1999.
--------------------------------------------------------------------------------


<PAGE>

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the  Registrant  or Allegheny  Teledyne
    Incorporated 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
    Registration  Statement  on Form 10, as amended,  filed with the  Commission
    (File No. 001-15295) (the "Form 10"); (ii) the Audited Financial  Statements
    and supplemental  schedules of the Teledyne,  Inc. 401(k) Plan filed as part
    of  the  Allegheny  Teledyne  Incorporated  Annual  Report  on  Form  10-K/A
    (Amendment No. 1) for the year ended  December 31, 1998 (File No.  1-12001);
    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,
    Inc. 401(k) 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
    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

                                      II-1
<PAGE>

    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 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
                  (incorporated  by reference to Exhibit 3.1 to the Registrant's
                  Registration  Statement  on Form 10/A-4  filed on November 10,
                  1999 (File No. 001-15295)).

      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)).

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

      5.2         Teledyne,   Inc.   401(k)  Plan   Internal   Revenue   Service
                  determination letter.

      23.1        Consent of Ernst & Young LLP.

      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 29th
    day of November, 1999.


                                    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   November 29, 1999
  -----------------------      Officer (Principal Executive
  Robert Mehrabian             Officer) and a Director


  /s/ Stefan C. Riesenfeld     Executive Vice President and    November 29, 1999
  -----------------------      Chief Financial Officer
  Stefan C. Riesenfeld         (Principal Financial Officer)


  /s/ Dale A. Schnittzer       Controller (Principal           November 29, 1999
  -----------------------      Accounting Officer)
  Dale A. Schnittzer


  /s/ Robert P. Bozzone        Director                        November 29, 1999
  -----------------------
  Robert P. Bozzone


  /s/ Paul S. Brentlinger      Director                        November 29, 1999
  -----------------------
  Paul S. Brentlinger



                                      II-4
<PAGE>

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

  /s/ Frank V. Cahouet         Director                        November 29, 1999
  -----------------------
  Frank V. Cahouet


  /s/ Thomas A. Corcoran       Director                        November 29, 1999
  -----------------------
  Thomas A. Corcoran


  /s/ Diane C. Creel           Director                        November 29, 1999
  -----------------------
  Diane C. Creel


  /s/ C. Fred Fetterolf        Director                        November 29, 1999
  -----------------------
  C. Fred Fetterolf


  /s/ Charles J. Queenan, Jr.  Director                        November 29, 1999
  ---------------------------
  Charles J. Queenan, Jr.







                                      II-5
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
     Plan  Administrator of the Teledyne,  Inc. 401(k) Plan 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 November 29, 1999.


                                          TELEDYNE, INC. 401(k) PLAN
                                          ADMINISTRATIVE COMMITTEE

                                          By:  /s/ Stefan C. Riesenfeld
                                               ------------------------
                                               Stefan C. Riesenfeld








                                      II-6
<PAGE>


                                  EXHIBIT INDEX

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

        4.1     Restated   Certificate  of   Incorporation   of  the  Registrant
                (incorporated  by reference  to Exhibit 3.1 to the  Registrant's
                Registration Statement on Form 10/A-4 filed on November 10, 1999
                (File No. 001-15295)).

        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)).

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

        5.2     Teledyne, Inc. 401(k) Plan Internal
                Revenue Service determination letter.

       23.1     Consent of Ernst & Young LLP.

       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-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20584}]
{"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": "333-91785", "film-number": "99766533"}, "business-address": {"street1": "1000 SIX PPG PLACE", "city": "PITTSBURGH", "state": "PA", "zip": "15222-5479", "phone": "4123942800"}, "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, INC. 401(K) 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
$.01 per share       400,000(1)      $9.94(2)      $3,976,000        $1,049.67

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

     (1) This Registration  Statement also registers additional securities to be
offered or issued upon adjustments 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 (the "Securities  Act"). In addition,  pursuant to Rule 416(c) under the
Securities Act of 1933,  this  Registration  Statement  covers an  indeterminate
number of interests to be offered or sold pursuant to the Teledyne,  Inc. 401(k)
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 on November 29, 1999.
--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the  Registrant  or Allegheny  Teledyne
    Incorporated 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
    Registration  Statement  on Form 10, as amended,  filed with the  Commission
    (File No. 001-15295) (the "Form 10"); (ii) the Audited Financial  Statements
    and supplemental  schedules of the Teledyne,  Inc. 401(k) Plan filed as part
    of  the  Allegheny  Teledyne  Incorporated  Annual  Report  on  Form  10-K/A
    (Amendment No. 1) for the year ended  December 31, 1998 (File No.  1-12001);
    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,
    Inc. 401(k) 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
    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

                                      II-1
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 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
                  (incorporated  by reference to Exhibit 3.1 to the Registrant's
                  Registration  Statement  on Form 10/A-4  filed on November 10,
                  1999 (File No. 001-15295)).

      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)).

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

      5.2         Teledyne,   Inc.   401(k)  Plan   Internal   Revenue   Service
                  determination letter.

      23.1        Consent of Ernst & Young LLP.

      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 29th
    day of November, 1999.

                                    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   November 29, 1999
  -----------------------      Officer (Principal Executive
  Robert Mehrabian             Officer) and a Director

  /s/ Stefan C. Riesenfeld     Executive Vice President and    November 29, 1999
  -----------------------      Chief Financial Officer
  Stefan C. Riesenfeld         (Principal Financial Officer)

  /s/ Dale A. Schnittzer       Controller (Principal           November 29, 1999
  -----------------------      Accounting Officer)
  Dale A. Schnittzer

  /s/ Robert P. Bozzone        Director                        November 29, 1999
  -----------------------
  Robert P. Bozzone

  /s/ Paul S. Brentlinger      Director                        November 29, 1999
  -----------------------
  Paul S. Brentlinger

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

  /s/ Frank V. Cahouet         Director                        November 29, 1999
  -----------------------
  Frank V. Cahouet

  /s/ Thomas A. Corcoran       Director                        November 29, 1999
  -----------------------
  Thomas A. Corcoran

  /s/ Diane C. Creel           Director                        November 29, 1999
  -----------------------
  Diane C. Creel

  /s/ C. Fred Fetterolf        Director                        November 29, 1999
  -----------------------
  C. Fred Fetterolf

  /s/ Charles J. Queenan, Jr.  Director                        November 29, 1999
  ---------------------------
  Charles J. Queenan, Jr.

                                      II-5
Pursuant to the requirements of the Securities Act of 1933, the undersigned
     Plan  Administrator of the Teledyne,  Inc. 401(k) Plan 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 November 29, 1999.

                                          TELEDYNE, INC. 401(k) PLAN
                                          ADMINISTRATIVE COMMITTEE

                                          By:  /s/ Stefan C. Riesenfeld
                                               ------------------------
                                               Stefan C. Riesenfeld

                                      II-6
EXHIBIT INDEX

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

        4.1     Restated   Certificate  of   Incorporation   of  the  Registrant
                (incorporated  by reference  to Exhibit 3.1 to the  Registrant's
                Registration Statement on Form 10/A-4 filed on November 10, 1999
                (File No. 001-15295)).

        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)).

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

        5.2     Teledyne, Inc. 401(k) Plan Internal
                Revenue Service determination letter.

       23.1     Consent of Ernst & Young LLP.

       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-7