ALLEGHENY TELEDYNE INC
S-8 POS, 1998-05-08
SEMICONDUCTORS & RELATED DEVICES
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                                             Registration No. 333-48649
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

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

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

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

                  OREGON METALLURGICAL CORPORATION SAVINGS PLAN
   OREGON METALLURGICAL CORPORATION STOCK COMPENSATION PLAN - UNION EMPLOYEES
                            (Full title of the plan)

                                  JON D. WALTON
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                         ALLEGHENY TELEDYNE INCORPORATED
                               1000 SIX PPG PLACE
                       PITTSBURGH, PENNSYLVANIA 15222-5479
                     (Name and address of agent for service)

                                 (412) 394-2936
          (Telephone number, including area code, of agent for service)



<PAGE>


                                EXPLANATORY NOTE

     This Post-Effective  Amendment No. 1 to the Registration  Statement on Form
S-8 of Allegheny Teledyne Incorporated (the "Registrant") is being filed for the
sole  purpose of revising and filing the  exhibits  listed on the Exhibit  Index
attached hereto.


<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  Form  S-8 and has  duly  caused  this  Post-Effective
Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by
the  undersigned,   thereunto  duly  authorized,  in  the  City  of  Pittsburgh,
Commonwealth of Pennsylvania, on this 7th day of May, 1998.


                                          ALLEGHENY TELEDYNE INCORPORATED


                                          By:  /s/ Jon D. Walton
                                               --------------------------------
                                               Jon D. Walton
                                               Senior Vice President, General
                                                 Counsel and Secretary

     Pursuant to the  requirements  of the Securities  Act, this  Post-Effective
Amendment  No. 1 to Form S-8  Registration  Statement  has  been  signed  by the
following persons in the capacities and on the date(s) indicated:



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

                                   
               *   
     ----------------------                          
     Richard P. Simmons        Chairman, President and Chief     May 7, 1998 
                               Executive Officer and a                          
                               Director                                         
                                                                              
               *   
     ----------------------      
     Robert P. Bozzone         Vice Chairman and a Director      May 7, 1998 
                                                                              
                                                                              
                                                                              
               *                           
     ----------------------
     Arthur H. Aronson         Executive Vice President and      May 7, 1998  
                               a Director                                       
                                                                              
                                                                              
               *               
     ----------------------
     James L. Murdy            Executive Vice President,         May 7, 1998  
                               Finance and Administration                       
                               and Chief Financial Officer                      

               *                                     
     ----------------------
     Dale G. Reid              Vice President - Controller       May 7, 1998  
                               (Principal Accounting Officer)                   
                                                                              
                                                                        
<PAGE>                                                              
                                                                      
        SIGNATURE                   CAPACITY                       DATE
        ---------                   --------                       ----

                                
                                                              
               *
     ----------------------
     Paul S. Brentlinger           Director                       May 7, 1998
                                                                               
               * 
     ----------------------                           
     Frank V. Cahouet              Director                       May 7, 1998   
                                                                                
               *   
     ----------------------                                                   
     Diane C. Creel                Director                       May 7, 1998   
                                                                                
               * 
     ----------------------
     C. Fred Fetterolf             Director                       May 7, 1998   
                                                                                
               *                  
     ---------------------- 
     W. Craig McClelland           Director                       May 7, 1998   
                                                                                
               *                            
     ----------------------
     Robert Mehrabian              Director                       May 7, 1998 
                                
               *
     ----------------------        
     William  G. Ouchi             Director                       May 7, 1998
                               
               *
     ----------------------       
     Charles J. Queenan, Jr.       Director                       May 7, 1998
                                
               *
     ----------------------       
     George A. Roberts             Director                       May 7, 1998
                                   
               *
     ----------------------
     James E. Rohr                 Director                       May 7, 1998
                                  
               *
     ----------------------       
     Fayez Sarofim                 Director                       May 7, 1998  

   
     * /s/ Jon D. Walton        
      ---------------------        Director                       May 7, 1998
     Jon D. Walton, Attorney in
     Fact, pursuant to Power of
     Attorney previously filed as
     part of the Registration
     Statement on Form S-8



<PAGE>




                                  EXHIBIT INDEX

     EXHIBIT NO.               DESCRIPTION                SEQUENTIAL PAGE NUMBER

        23.1            Consent of Ernst & Young LLP.                6

        23.2            Consent of Arthur Andersen LLP.              7







                                                                    Exhibit 23.1



                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of Allegheny  Teledyne  Incorporated  of our report  dated  January 19,
1998,  with  respect  to the  consolidated  financial  statements  of  Allegheny
Teledyne  Incorporated,  previously  incorporated  by reference  into  Allegheny
Teledyne  Incorporated's  Annual  Report on Form 10-K for the fiscal  year ended
December 31, 1997, filed with the Securities Exchange Commission.

                                    /s/ Ernst & Young LLP

Ernst & Young LLP
Pittsburgh, Pennsylvania
March 24, 1998





                                                                    Exhibit 23.2



                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation in
this  Registration  Statement  of our report  dated  January  13,  1996,  on the
consolidated  statements of operations,  shareholders' equity, and cash flows of
Teledyne,  Inc.  for the year  ended  December  31,  1995, which was  previously
incorporated by reference into Allegheny Teledyne  Incorporated's  Form 10-K for
the year ended December 31, 1997.

                                    /s/ Arthur Andersen LLP

Arthur Andersen LLP
Los Angeles, California
March 24, 1998



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