







                                   CONTACT:  Bert Delano
                                             Allegheny Ludlum Corporation
                                             412/394-2813

                                             Rosanne O'Brien
                                             Teledyne, Inc.
                                             310/551-4285

                                             Fred Spar/Adam Weiner
                                             Kekst and Company
                                             212/593-2655

          FOR IMMEDIATE RELEASE

                        ALLEGHENY LUDLUM AND TELEDYNE AGREE TO
                     STRATEGIC COMBINATION VALUED AT $3.2 BILLION

                    Combination To Be Accretive To Both Companies'
                                Earnings And Cash Flow

                         Business, Financial Synergies Total
                            More Than $85 Million Annually


               PITTSBURGH, PA and LOS ANGELES, CALIF., April 1, 1996 -
          Allegheny Ludlum Corporation (NYSE:ALS) and Teledyne, Inc.
          (NYSE:TDY) today announced a strategic merger to maximize
          shareholder value.  The new company will be called Allegheny
          Teledyne Incorporated.  The combined company, with $4 billion in
          annual sales, will be a world-class producer in specialty metals
          and will maintain strong market positions in aviation and
          electronics, industrial, and consumer products businesses.

               Under the terms of the definitive agreement approved today
          by the Boards of Directors of both companies, Allegheny Ludlum
          shareholders will receive one share of Allegheny Teledyne common
          stock for each share of Allegheny Ludlum common stock they own,
          and Teledyne shareholders will receive 1.925 shares of common
          stock in the new entity for each of their Teledyne shares.  The
          terms of the transaction provide Teledyne shareholders with a 27%
          premium based on the close-of-market stock prices for both
          companies on March 29, 1996.  The transaction is expected to be
          tax-free to shareholders and accounted for as a pooling of
          interests.

               Teledyne's strong earnings growth, together with Allegheny
          Ludlum's long history of consistent profitability, is expected to
          result in accretive earnings and cash flow to Allegheny Ludlum
          shareholders as soon as the combination occurs.  When the
          significant business and financial synergies resulting from the
          merger are considered, the transaction is expected to be

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          accretive to the earnings and cash flow of both companies in the
          first full year of combined operations.  It is anticipated that
          the cash flow of this new combination will comfortably allow
          Allegheny Teledyne to pay an annual cash dividend of $.64 per
          share, a 23% increase for Allegheny Ludlum shareholder.

               Richard P. Simmons, Chairman of Allegheny Ludlum, stated,
          "The combination of Allegheny Ludlum with Teledyne is an
          excellent strategic fit both operationally and financially.  Our
          Board strongly believes that this transaction enhances Allegheny
          Ludlum's long-term competitiveness in a manner that serves the
          best interests of Allegheny Ludlum shareholders."

               Arthur H. Aronson, Allegheny Ludlum's President and Chief
          Executive Officer, added, "In specialty metals Teledyne's high-
          quality products, production capabilities and strong distribution
          system provide immediate cross-marketing opportunities worldwide,
          while its engineering and technological expertise presents
          exciting possibilities for new product development.  Teledyne's
          strong aviation and electronics, industrial, and consumer
          products businesses provide Allegheny Ludlum opportunities in
          attractive markets we do not currently serve, while balancing the
          cyclicality of the metals business.

               "We expect the combination to produce synergies of at least
          $85 million per year in pretax earnings and $50 million of after-
          tax cash flow.  These amounts include the utilization of
          Teledyne's pension surplus to fund Allegheny Ludlum's pension and
          retiree medical expenses."

               William P. Rutledge, Teledyne's Chairman and Chief Executive
          Officer, stated, "We are extremely pleased to join forces with
          Allegheny Ludlum.  Our Board's efforts over the past year have
          focused on finding a strategic option which would provide our
          shareholders an immediate increase in value while preserving
          longer-term growth opportunities.  This combination does exactly
          that.  Not only does it provide Teledyne shareholders with an
          immediate premium to the market value of Teledyne's shares, but
          through business and financial synergies it establishes an even
          stronger basis for earnings and cash flow accretion over the long
          term.

               "In addition, this transaction utilizes Teledyne's surplus
          pension assets efficiently and ratifies the progress of our
          business plans.  It strengthens the prospects for long-term
          Profitable Growth for our shareholders."

               Donald B. Rice, President and Chief Operating Officer of
          Teledyne, stated, "With Allegheny Teledyne, Teledyne shareholders
          will gain increased opportunities in specialty metals and will
          participate in a new entity featuring strong earnings, cash flow
          and capital structure.  Shareholders will have a continued stake

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          in the operating improvements and earnings momentum being
          generated by our business plans, and will receive even greater
          benefit from new opportunities to share interrelated technologies
          and skills across Allegheny Teledyne's businesses."

               Following is a table showing combined 1995 revenues by
          continuing business segments:

                                               Amount        Percentage
                                             (millions)

               Specialty Metals              $2,362              58.3
               Aviation & Electronics         1,015              25.0
               Industrial                       347               8.6
               Consumer                         327               8.1
                                             ______             _____
                                             $4,051             100.0

               The combined 1995 net income of the two companies was $274
          million, and the combined net debt-to-market capitalization ratio
          was approximately 14% at year-end.  Based on 1995 sales, the
          defense industry component of the combined company was
          approximately 15%.  Based on close-of-market prices on March 29,
          1996, Allegheny Teledyne would have a combined market
          capitalization of approximately $3.2 billion.

               Allegheny Teledyne will be a holding company headquartered
          in Pittsburgh, Pa.  Its specialty metals operations will be
          headquartered in Pittsburgh, Pa., and its diversified technology
          operations will be headquartered in Los Angeles, Calif.

               Under the definitive agreement, the Board of Directors of
          Allegheny Teledyne will consist of Richard P. Simmons as Chairman
          of the Board and Chairman of the Executive Committee and 14
          additional members, half of whom will be named by Allegheny
          Ludlum and half by Teledyne.  William P. Rutledge will be
          Allegheny Teledyne's President and Chief Executive Officer. 
          Arthur H. Aronson, Allegheny Ludlum's President and Chief
          Executive Officer, and Donald B. Rice, Teledyne's President and
          Chief Operating Officer, will become Executive Vice Presidents of
          Allegheny Teledyne.  In addition, Mr. Aronson will remain
          President and Chief Executive Officer of Allegheny Teledyne's
          Allegheny Ludlum subsidiary, while Dr. Rice will remain President
          and will become Chief Executive Officer of the Teledyne
          subsidiary.

               In connection with the respective approvals of the
          definitive combination agreement, the Board of Directors of
          Allegheny Ludlum received advice from Salomon Brothers, and the
          Board of Directors of Teledyne was advised by Goldman, Sachs &
          Co.


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               The transaction is conditioned on approval by the respective
          companies' shareholders, as well as customary regulatory and
          closing conditions.  Allegheny Ludlum will schedule and hold a
          special shareholders' meeting to consider the combination. 
          Teledyne's annual shareholders' meeting, scheduled for April 24,
          1996 has been postponed.

               Teledyne, Inc. is a federation of technology-based
          businesses serving worldwide customers with commercial and
          government-related aviation and electronics products; high-value
          specialty metals for consumer, industrial and aviation
          applications; and industrial and consumer products.

               Allegheny Ludlum Corporation is a leading producer of a wide
          range of specialty materials including stainless steels, tool
          steels, high technology alloys and grain-oriented silicon steel.

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