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Page 1 of 4 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7 )
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ALLEGHENY LUDLUM CORPORATION
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(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
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(Title of Class of Securities)
016900 10 2
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(CUSIP Number)
Check the following box if a fee is being paid with this
statement ___.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
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SCHEDULE 13G, Amendment No. 7
CUSIP NO. 016900 10 2 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
Robert P. Bozzone
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
(b) ___
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 5 SOLE VOTING POWER 5,798,656
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 5,798,656
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 0
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,798,656
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
X
-
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2
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12 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13G, Amendment No. 7
CUSIP NO. 016900 10 2 Page 3 of 4 Pages
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Item 4 of Schedule 13G of the undersigned dated February 11,
1988, as amended, is hereby amended in its entirety to read as
follows. (Except as otherwise indicated, share information
herein reflects the 3-for-2 stock split effected July 2, 1990 and
the 2-for-1 stock split effected July 1, 1993.)
Item 4. OWNERSHIP
(a) As of December 31, 1994, Robert P. Bozzone was the
beneficial owner (as that term is defined in Rule 13d-3 under
the Securities Exchange Act of 1934) of 5,798,656 shares of
Common Stock, including 2,156 shares allocated to his account and
held by the Trustee under the savings part of the Allegheny
Ludlum Corporation Retirement Savings Plan.
(b) The shares specified in Item 4(a) represented
approximately 8.2% of the total number of shares of Common Stock
outstanding as of December 31, 1994.
(c) Mr. Bozzone has the sole power to vote or to direct
the voting of, and the sole power to dispose or to direct the
disposition of, all shares reported in Item 4(a). However, such
dispositive power, with respect to the shares held by the
Retirement Savings Plan, is limited in certain respects by the
provisions of said Plan.
(d) Not included in Item 4(a)-(c) are 346,700 shares
of Common Stock owned by the Bozzone Family Foundation
(the "Foundation") as of December 31, 1994, representing
approximately 0.49% of the outstanding shares of Common Stock as
of that date.
The Trust Agreement by which the Foundation was created is
irrevocable, and provides in relevant part that the entire
principal of and income from the assets of the Foundation may be
expended only for the use of such charitable organizations as are
described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended ("the Code"), and which are entitled to
exemption from Federal income tax under Section 501(a) of the
Code, and no part thereof may be paid to or inure to the benefit
of Mr. Bozzone, any member of his family or any other private
shareholder or individual. Although Mr. Bozzone, as trustee of
the Foundation, has the sole power to vote and the sole power to
direct the disposition of said shares, Mr. Bozzone disclaims any
beneficial ownership of said shares; and the filing of this
statement shall not be construed as an admission that Mr. Bozzone
is the beneficial owner of any of said shares for the purposes of
section 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended, or for any other purpose whatsoever.
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SCHEDULE 13G, Amendment No. 7
CUSIP NO. 016900 10 2 Page 4 of 4 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 8, 1995
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Date
/s/ Robert P. Bozzone
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Signature
Robert P. Bozzone
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Name