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. 8 )
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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.<PAGE>
SCHEDULE 13G, Amendment No. 8
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 5,269,244
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 5,269,244
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 0
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,269,244
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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
7.9
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12 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13G, Amendment No. 8
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, 1995, Robert P. Bozzone was the
beneficial owner (as that term is defined in Rule 13d-3 under
the Securities Exchange Act of 1934) of 5,269,244 shares of Common Stock,
including 2,209 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
7.9% of the total number of shares of Common Stock outstanding as of
December 31, 1995.
(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 143,700 shares
of Common Stock owned by the Bozzone Family Foundation
(the "Foundation") as of December 31, 1995, representing approximately
0.21% 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.
<PAGE>
SCHEDULE 13G, Amendment No. 8
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 12, 1996
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Date
/s/ Robert P. Bozzone
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Signature
Robert P. Bozzone
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Name
