ALLEGHENY LUDLUM CORP
8-K/A, 1994-04-08
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549



                                   _____



                                 FORM 8-K/A-1




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






Date of earliest event reported:   APRIL 8, 1994


                       ALLEGHENY LUDLUM CORPORATION
            (Exact name of registrant as specified in charter)


       PENNSYLVANIA                   1-9498               25-1364894
(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

                      Exhibit Index Appears on Page 4

<PAGE>

ITEM 5.  OTHER EVENTS

     On April 8, 1994, Allegheny Ludlum Corporation (the "Company") issued
a press release regarding the entry by the United States District Court for
the Western District of Pennsylvania of an order adverse to the Company in
a case filed in 1989 by Allegheny International, Inc. which is being
pursued by Sunbeam-Oster Company, Inc.  A copy of the press release is
attached hereto as Exhibit 99(a) and is incorporated herein by reference in
its entirety.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)  Financial Statements of Business Acquired.  Not applicable.

         (b)  Pro Forma Financial Information.  Not applicable.

         (c)  Exhibits.

              99(a)  Press release dated April 8, 1994































                             Page 2 of 6 Pages

<PAGE>

                                SIGNATURES


     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 LUDLUM CORPORATION



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


Dated:  April 8, 1994































                        Page 3 of 6 Pages

<PAGE>
                              EXHIBIT INDEX


EXHIBIT NUMBER                DESCRIPTION                   PAGE NO.

     99(a)          Press release dated April 8, 1994           5













































                        Page 4 of 6 Pages

<PAGE>

                                                  Exhibit 99(a)


NEWS RELEASE                           [ALLEGHENY LUDLUM CORPORATION LOGO]
                                       Executive and General Offices
                                       Six PPG Place
                                       Pittsburgh, PA  15222-5479

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

FOR RELEASE:  April 8, 1994                         Contact:  Bert Delano
                                                              412/394-2813


Pittsburgh, PA - Allegheny Ludlum Corporation announced today that the 

United States District Court for the Western District of Pennsylvania had 

issued an order adverse to the Company in a case filed in 1989 by Allegheny

International, Inc. which is being pursued by Sunbeam-Oster Company, Inc.  

The case involves claims for reimbursement of various alleged insurance 

coverage costs and recovery of a refund received by Allegheny Ludlum with 

respect to a federal income tax overpayment.  The order, which granted a 

motion for summary judgment filed by Sunbeam-Oster, would require Allegheny

Ludlum to pay approximately $8.0 million to Sunbeam-Oster.  The award 

consists of the amount of the tax refund, the insurance cost claim and 

interest. 



A spokesman for Allegheny Ludlum expressed disbelief at the decision and 

stated that the Company will promptly appeal the ruling.  The Company 

continues to believe that Sunbeam-Oster's 








                        Page 5 of 6 Pages

<PAGE>

claims are without merit and will continue to defend the case vigorously.  

A successful appeal of the District Court's ruling would result in a 

judgment in favor of Allegheny Ludlum or the case proceeding to trial.  



The case arose out of the 1980 management-led buy out of Allegheny Ludlum 

from Allegheny International.  Sunbeam-Oster is the successor to 

Allegheny International following Allegheny International's bankruptcy 

reorganization.  Sunbeam-Oster has claimed that it was entitled to the tax 

refund and insurance reimbursement that is the subject of the litigation 

under the terms of the stock purchase agreement between Allegheny Ludlum 

and Allegheny International.  Allegheny Ludlum maintains that all of the 

claims were extinguished as a result of the 1986 transaction in which 

Allegheny Ludlum redeemed Allegheny International's remaining interest in 

Allegheny Ludlum and Allegheny International released Allegheny Ludlum from

all claims related to the acquisition.



Allegheny Ludlum is a leading producer of a wide range of specialty 

materials including stainless steels, electrical steels and high technology

alloys.  The Company, which reported sales of over $1 billion in 1993, is 

listed on the New York Stock Exchange (Symbol:  ALS).



                                    ###

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