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.  Allegheny Ludlum Retirement Savings Plan

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



<PAGE>


                              ANNUAL REPORT ON FORM 11-K
                    FOR THE ALLEGHENY LUDLUM RETIREMENT SAVINGS 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 Allegheny
Ludlum  Retirement  Savings Plan (formerly known as the Allegheny Ludlum Planned
Savings  Plan) for the fiscal  year ended  December  31,  1996,  and the related
schedules  thereto.  The Allegheny Ludlum Retirement  Savings 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

                     Allegheny Ludlum Retirement Savings 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
Personnel  and  Compensation  Committee has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized.


                                           ALLEGHENY LUDLUM RETIREMENT
                                           SAVINGS PLAN



Date:  June 27, 1997                       By: /s/ James L. Murdy
                                               ------------------------------
                                               James L. Murdy
                                               Plan Administrator



<PAGE>


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


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


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

    23           Consent of Independent Auditors - Ernst & Young LLP





                                                                     EXHIBIT 23


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in Registration Statement (Form S-8
No. 333-10225) pertaining to the Allegheny Ludlum Retirement Savings Plan of our
report  dated June 20,  1997,  with  respect  to the  financial  statements  and
schedules of the  Allegheny  Ludlum  Retirement  Savings  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 27, 1997



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