ALLEGHENY TELEDYNE INC
8-K, 1998-03-17
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                    FORM 8-K


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported):  March 13, 1998



                         ALLEGHENY TELEDYNE INCORPORATED
             (Exact name of registrant as specified in its charter)



            DELAWARE           1-12001                 25-1792394
(State or other jurisdiction  (Commission       (IRS Employer
      of incorporation)       File Number)       Identification No.)


           1000 SIX PPG PLACE,  PITTSBURGH,  PENNSYLVANIA 15222-5479 (Address of
  principal executive offices) (Zip code)



Registrant's telephone number, including area code:  412-394-2800

                                Page 1 of 6 Pages

<PAGE>




Item 5.     Other Events.

            On March 13, 1998,  Allegheny Teledyne  Incorporated  issued a press
release, a copy of which is filed as Exhibit 99.1 hereto.

Item 7.     Financial Statements, Pro Forma Financial Information and
            Exhibits.

      (a)   Not applicable.

      (b) Not applicable.

      (c)  Exhibits.  The  following  exhibit  is filed as part of this  Current
Report on Form 8-K:

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

Press Release dated March 13, 1998                99.1



                                Page 2 of 6 Pages
<PAGE>



                                    SIGNATURE
                                    ---------

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

                                    Allegheny Teledyne Incorporated



Date:  March 17, 1998         By:         /s/Jon D Walton
                                          ------------------------------
                                          Senior Vice President-General
                                            Counsel and Secretary

                                Page 3 of 6 Pages
<PAGE>



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

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

 99.1       Press Release dated March 13, 1998


                                Page 4 of 6 Pages




                                                                    Exhibit 99.1

NEWS RELEASE                                                      [LOGO]
                                                      1000 Six PPG Place
                                              Pittsburgh, PA  15222-5479

                             Contact:  Bill Acton (media)
                                       412/394-2872
                                       Dan Greenfield (financial)
                                       412/394-3004
                                       Gary Stechmesser (financial)
                                       412/394-2861

                 ALLEGHENY TELEDYNE COMMENTS ON EARNINGS OUTLOOK

Pittsburgh,  PA,  March 13, 1998 - Allegheny  Teledyne  Incorporated  (NYSE:ALT)
announced  today that earnings before special items for the quarter ending March
31, 1998 are unlikely to reach analysts' estimates that average $0.45 per share.

Continuing  weakness in commodity  stainless steel prices despite steady demand,
combined with a shortfall in  aerospace-related  metals shipments largely caused
by a major equipment outage at an important customer, will hold earnings back in
the first quarter.

In the quarter the company also expects non-recurring  restructuring charges and
transaction costs from its recently announced acquisitions. The acquisitions are
expected to add annualized revenues in excess of $750 million.

This news release  contains  forward-looking  statements  related to anticipated
revenues,  earnings and costs. Actual results could differ materially from those
projected in the forward-looking  statements.  Additional information concerning
factors  that  could  cause  actual  results  to differ  materially  from  those
projected  in the  forward-looking  statements  is  contained  in the  company's
filings with the  Securities  and Exchange  Commission,  including its report on
Form 10-K for the year ended December 31, 1996.

                                Page 5 of 6 Pages
<PAGE>

Allegheny  Teledyne  Incorporated is a group of  technology-based  manufacturing
companies with significant  concentration in specialty  metals,  complemented by
aerospace  and  electronics,   industrial,  and  consumer  products.   Allegheny
Teledyne's website can be found at http://www.alleghenyteledyne.com.

                                      # # #


                                Page 6 of 6 Pages



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