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


1000 Six PPG Place, Pittsburgh, PA                          15222-5479
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(Address of principal executive offices)                    (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class           Name of each exchange on which
     to be so registered           each class is to be registered
     -------------------           ------------------------------

Common Stock, par value $.10       New York Stock Exchange
   per share

If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]

If this Form relates to the registration of a class of debt

securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(g) of the Act:

Item 1. Description of Registrant's Securities to be Registered.

Incorporated by reference to the discussion under the caption "Description of ATI Capital Stock" on page 94 of the Joint Proxy Statement/Prospectus included in the registration statement of the Registrant incorporated by reference as an exhibit hereto.

Item 2. Exhibits.

The following exhibits are incorporated herein by reference:

1. Registrant's Registration Statement on Form S-4, Registration No. 333-8235.

2. Joint Proxy Statement/Prospectus dated July 17, 1996 (incorporated by reference to Exhibit 1).

3. Registrant's Restated Certificate of Incorporation (included as Annex A to Appendix A to Exhibit 1).

4. Registrant's Amended and Restated Bylaws (included as Annex B to Appendix A to Exhibit 1).

5. Annual Reports on Form 10-K of each of the following; provided, that each such Annual Report shall not be deemed to be "filed" with any exchange or otherwise subject to the liabilities of Section 18 of the Act, except to the extent it may already be subject thereto:

(a) Allegheny Ludlum Corporation for the fiscal year ended December 31, 1995; and

(b) Teledyne, Inc. for the fiscal year ended December 31, 1995.

The following exhibit is filed herewith with the New York Stock Exchange:

6. Copy of certificate for the Registrant's Common Stock, par value $.10 per share.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

ALLEGHENY TELEDYNE INCORPORATED

DATE:  July 30, 1996               By:  /s/Jon D. Walton
                                        ------------------------------
                                        Jon D. Walton, Vice President-
                                         General Counsel & Secretary