
                                                            Exhibit 5

                    [ALLEGHENY LUDLUM CORPORATION LOGO]

          Jon D. Walton
          Vice President - 
          General Counsel and Secretary
          412-394-2836

                                   April 9, 1996



               Allegheny Ludlum Corporation 
               1000 Six PPG Place
               Pittsburgh, PA  15222-5479

                         Re:  Registration Statement on Form S-8

               Ladies and Gentlemen:

                         I am Vice President - General Counsel and Secretary of
               Allegheny Ludlum Corporation, a Pennsylvania corporation 
               (the "Company") and in such capacity, I have acted as counsel for
               the Company in connection with the Registration Statement on 
               Form S-8 (the "Registration Statement") to be filed with the
               Securities and Exchange Commission in connection with the
               registration pursuant to the Securities Act of 1933, as amended 
               (the "Act") of the issuance of up to 100,000 shares (the 
               "Shares") of Common Stock, par value $0.10 per share, of the 
               Company, pursuant to the 401(k) Savings Account Plan (the
               "Plan").  I am furnishing this opinion for use in accordance with
               Item 601(b)(5) of Regulation S-K promulgated under the Act, for
               filing as Exhibit 5 to the Registration Statement.

                         In preparation for this opinion, I have examined 
               (a) the Plan, (b) the Registration Statement and (c) the 
               corporate documents of the Company.  I am familiar with the 
               proceedings taken by the Company in connection with the 
               authorization, registration, issuance and sale of the Shares 
               pursuant to the Plan.

                         Based on the foregoing, I am of the opinion that the 
               Shares have been duly authorized for issuance and sale pursuant 
               to the Plan, and when issued and delivered by the Company 
               pursuant to the Plan, the Shares will be validly issued, fully 
               paid and nonassessable.
<PAGE>
               Allegheny Ludlum Corporation 
               April 9, 1996 
               Page 2


                         This opinion is rendered as of the date hereof, and I 
               have not undertaken to supplement this opinion with respect to 
               factual matters or changes in the law that may occur hereafter.

                         I consent to the use of this opinion as an Exhibit to 
               the Registration Statement and to the reference to the 
               undersigned in the Registration Statement.

                                        Very truly yours,


                                        /s/ Jon D. Walton
                                        Jon D. Walton

               JDW/pt

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