ALLEGHENY TELEDYNE INC
11-K, 1997-06-30
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 11-K


(Mark One)

 X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT --- 
OF 1934 (FEE REQUIRED) for the fiscal year ended December 31, 1996, or

     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITES EXCHANGE
- ---  ACT OF 1934 (NO FEE REQUIRED) for the transition period from

                               to                               .
- -------------------------------  -------------------------------


                  COMMISSION FILE NUMBER 1-12001.

           A.  Teledyne 401(k) Plan

           B.  Allegheny Teledyne Incorporated
               1000 Six PPG Place
               Pittsburgh, PA   15222



<PAGE>


                              ANNUAL REPORT ON FORM 11-K
                          FOR THE TELEDYNE 401(K) PLAN
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996


Pursuant  to the  section  of the  General  Instructions  to Form 11-K  entitled
"Required Information," the Annual Report on Form 11-K for the fiscal year ended
December 31, 1996, consists of the audited financial  statements of the Teledyne
401(k)  Plan for the fiscal  year  ended  December  31,  1996,  and the  related
schedules  thereto.  The  Teledyne  401(k)  Plan  is  subject  to  the  Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),  and in accordance
with Item 4 of the section of the  General  Instructions  to Form 11-K  entitled
"Required   Information,"  the  financial  statements  and  schedules  furnished
herewith  have  been  prepared  in  accordance  with  the  financial   reporting
requirements of ERISA,  in lieu of the  requirements of Item 1-3 of that section
of the General Instructions.



<PAGE>


                          Audited Financial Statements

                                     for the

                              Teledyne 401(k) Plan

                                       for

                      Years ended December 31, 1996 and 1995
                        with Report of independent Auditors

                      have been filed under cover of Form SE
                       pursuant to General Instruction E of
                       Form 11-K and Reg. Section 232.311



<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Administrative  Committee has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                           TELEDYNE 401(K)
                                           PLAN



Date:  June 27, 1997                       By: /s/ Dale G. Reid
                                               ------------------------------
                                               Dale G. Reid
                                               Member, Administrative
                                                 Committee



<PAGE>


                             EXHIBIT INDEX
                             -------------


The following exhibit is filed as part of this Annual Report on Form 11-K:


Exhibit No.
- -----------

    23.1         Consent of Independent Auditors - Ernst & Young LLP

    23.2         Consent of Independent Accountants - Arthur Andersen LLP






                                                                   EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-10227)  pertaining to the Teledyne 401(k) Plan of Allegheny Teledyne
Incorporated  of our report dated June 23, 1997,  with respect to the  financial
statements  and  schedules of the Teledyne  401(k) Plan  included in this Annual
Report (Form 11-K) for the year ended December 31, 1996.



                                          /s/ ERNST & YOUNG LLP
                                          ---------------------
                                          ERNST & YOUNG LLP


Pittsburgh, Pennsylvania
June 23, 1997








                                                                    EXHIBIT 23.2


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public accountants we consent to the incorporation of our report
dated June 27, 1996 included in this Form 11-K,  into the  Company's  previously
filed Registration Statement File No. 33-10227.



                                          /s/ Arthur Andersen LLP
                                          -----------------------
                                          Arthur Andersen LLP


Los Angeles, California
June 26, 1997




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