<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 1995, or
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) for the
transition period from
to .
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COMMISSION FILE NUMBER 1-9498.
A. Allegheny Ludlum Retirement Savings Plan
B. Allegheny Ludlum Corporation
1000 Six PPG Place
Pittsburgh, PA 15222
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ANNUAL REPORT ON FORM 11-K
FOR THE ALLEGHENY LUDLUM RETIREMENT SAVINGS PLAN
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
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, 1995, 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, 1995, 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.
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Audited Financial Statements
for the
Allegheny Ludlum Retirement Savings Plan
for
Years ended December 31, 1995 and 1994
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
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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: April 9, 1996 By: /s/ Bruce A. McGillivray
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Bruce A. McGillivray
Plan Administrator
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EXHIBIT INDEX
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The following exhibit is filed as part of this Annual Report on
Form 11-K:
Exhibit No.
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23 Consent of Independent Auditors
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration
Statement Number 33-18510 on Form S-8 dated November 13, 1987 and
in Registration Statement Number 33-54787 on Form S-8 dated July
28, 1994 of our report dated March 14, 1996, with respect to the
financial statements and schedules of the Allegheny Ludlum
Retirement Savings Plan included in the Annual Report on Form 11-
K for the year ended December 31, 1995.
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
April 9, 1996
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[Allegheny Ludlum Corporation logo]
April 9, 1996
Jon D. Walton
Vice President -
General Counsel and Secretary
412-394-2836
United States Securities and
Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Allegheny Ludlum Corporation -
Commission File No. 1-9498 -- Form 11-K
Gentlemen:
On behalf of Allegheny Ludlum Corporation (the "Company") and
in accordance with the rules of the Securities and Exchange
Commission, I hereby transmit for filing one complete copy of the
Company's annual report on Form 11-K for the Allegheny Ludlum
Retirement Savings Plan (formerly known as the Allegheny Ludlum
Planned Savings Plan) for the year ended December 31, 1995.
The filing fee in this matter, in the amount of $250, has been
transmitted to the Commission's lockbox depository pursuant to
Regulation S-T.
By copy of this letter, I am forwarding one complete signed
copy and one complete conformed copy of the Form 11-K to the New
York Stock Exchange.
Please note that the Allegheny Ludlum Retirement Savings Plan
is subject to the Employee Retirement Income Security Act of 1974
("ERISA"). In accordance with the instructions to Form 11-K, plan
financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA have been furnished as
part of the annual report in lieu of plan financial statements
prepared in accordance with the provisions of Article 6A of
Regulation S-X. Further, such financial statements and schedules
have been filed under cover of Form SE, as provided in Regulation
Section 232.311 and General Instruction E of Form 11-K.
Very truly yours,
Jon D. Walton
JDW/pat
Enclosures
cc/enc: New York Stock Exchange
Executive and General Offices
Six PPG Place, Pittsburgh, PA 15222-5479
412-394-2800 FAX: 412-394-3010
