
<PAGE>
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D

                 Under the Securities Exchange Act of 1934
                            (Amendment No.          )*
                                          ---------

                          ALLEGHENY LUDLUM CORPORATION
           --------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
           --------------------------------------------------------
                          (Title of Class of Securities)

                                   016900102
           --------------------------------------------------------
                                 (CUSIP Number)
                                 Judith Nelson
                                 Teledyne, Inc.
                 2049 Century Park East, Los Angeles, CA  90067
                                 (310) 277-3311
           --------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  April 1, 1996
           --------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)

   If the  filing  person has  previously filed a  statement on Schedule 13G to
report the  acquisition  which  is the  subject  of this  Schedule 13D,  and is
filing this  schedule  because of Rule 13d-1(b)(3) or (4),  check the following
box / /.

   Check the following box if a fee is being paid with this statement  /X/.  (A
fee is not required only if the reporting person:  (1) has a previous statement
on file  reporting  beneficial ownership of more than five percent of the class
of securities  described in Item 1;  and  (2) has filed no amendment subsequent
thereto  reporting  beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)

   NOTE:  Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

   *The remainder of  this cover  page  shall  be  filled  out  for a reporting
person's  initial  filing on this  form with  respect to the  subject  class of
securities,  and for any  subsequent  amendment  containing  information  which
would alter disclosures provided in a prior cover page.

   The information  required on 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  (however, see
the Notes).


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                               SCHEDULE 13D
CUSIP No. 016900102                                          Page 2 of 2 Pages
          ---------                                              ---  --- 


- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons
         Teledyne, Inc.
         95-2282626
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member                             (a)  / /
     of a Group*                                                       (b)  / /
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Source of Funds*
         00 (See Item 3)
- -------------------------------------------------------------------------------
 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to
     Items 2(d) or 2(e)                                                     / /
- -------------------------------------------------------------------------------
 (6) Citizenship or Place of Organization
         Delaware
- -------------------------------------------------------------------------------
Number of Shares              (7) Sole Voting Power
Beneficially Owned                  
by Each Reporting           --------------------------------------------------
 Person With                  (8) Shared Voting Power
                                    22,252,797
                             --------------------------------------------------
                              (9) Sole Dispositive Power
                                    
                             --------------------------------------------------
                             (10) Shared Dispositive Power
                                    22,252,797
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
         22,252,797
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
                                                                            / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
         33.6%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
         CO
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
       (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                  SCHEDULE 13D


ITEM 1.  SECURITY AND ISSUER.

     This Statement relates to the common stock, par value $0.10 per share ("ALC
Common Stock"), of Allegheny Ludlum Corporation, a Pennsylvania corporation
("ALC").  The principal executive offices of the ALC are located at 1000 Six PPG
Place, Pittsburgh, Pennsylvania 15222-5479.

ITEM 2.  IDENTITY AND BACKGROUND.

(a) - (c), (f).     This Statement is being filed on behalf of Teledyne, Inc., a
Delaware corporation ("TI").  TI's principal business is technology-based
manufacturing.  TI serves worldwide customers with commercial and government-
related aviation and electronic products; specialty metals for consumer,
industrial and aerospace applications; and industrial and consumer products.
TI's principal business and executive principal offices are located at 2049
Century Park East, Los Angeles, California 90067-3101.

     The following information is provided with respect to all executive
officers and directors of TI (the "Associated Persons"), all of whom are U.S.
citizens and the business address of each of whom is in care of TI except where
otherwise noted:

     Frank V. Cahouet, a director of TI, is Chairman and Chief Executive Officer
of Mellon Bank Corporation, a bank holding corporation, and Mellon Bank, N.A., a
banking corporation.  Mr. Cahouet's business address is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.

     Diane C. Creel, a director of TI, is Chief Executive Officer of Earth Tech,
an environmental consulting firm.  Ms. Creel's business address is 100 West
Broadway, Suite 500, Long Beach, California 90802.

     Donald B. Rice is a director, President and Chief Operating Officer of TI.

     George A. Roberts, a director of TI, is a private investor.

     William P. Rutledge is a director, Chief Executive Officer and Chairman of
the Board of Directors of TI.

     Fayez Sarofim, a director of TI, is the Chairman of the Board and President
of Fayez Sarofim & Co., a registered investment adviser.  Mr. Sarofim's business
address is Two Houston Center, Suite 2907, Houston, Texas 77010.


                                        3

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     Henry E. Singleton, a director of TI, is a rancher and investor.  Dr.
Singleton's business address is 335 North Maple Drive, Beverly Hills, California
90210.

     Hudson B. Drake is a Senior Vice President of TI.

     Douglas J. Grant is Chief Financial Officer and Treasurer of TI.

     Judith R. Nelson is Secretary and General Counsel of TI.

     Gary L. Riley is Vice President of TI.

(d)  During the last five years, neither TI nor any of the Associated Persons
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).

(e)  During the last five years, neither TI nor, to the knowledge of TI, any of
the Associated Persons has been a party to a civil proceeding of a judicial 
or administrative body of competent jurisdiction as a result of which it, he 
or she is or was subject to a judgment, decree or final order enjoining 
future violations of, or prohibiting or mandating activities subject to, 
federal or state securities laws or finding any violation with respect to 
such laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     Pursuant to each Shareholder Agreement (as defined in Item 4), the 
consideration given by TI in connection with the execution and performance 
thereof was its agreement to enter into the Combination Agreement (as defined 
in Item 4) and incur the obligations set forth therein.

ITEM 4.  PURPOSE OF TRANSACTION.

     THE FOLLOWING SUMMARY OF CERTAIN PROVISIONS OF THE COMBINATION AND THE
SHAREHOLDER AGREEMENTS (AS EACH SUCH TERM IS DEFINED BELOW) IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH AGREEMENTS, COPIES OF WHICH ARE INCLUDED HEREIN AS
EXHIBIT 1 AND EXHIBIT 2, RESPECTIVELY, AND INCORPORATED HEREIN BY REFERENCE.

     On April 1, 1996, TI entered into Shareholder Agreements (individually, a
"Shareholder Agreement" and collectively the "Shareholder Agreements") with each
of Richard P. Simmons, Robert P. Bozzone, Charles J. Queenan, Jr. and Arthur H.
Aronson (individually a "Shareholder" and collectively the "Shareholders") with
respect to an aggregate of 22,252,797 shares (the "Shares") of Common Stock of
ALC, which the Shareholders have individually, as to their Shares, represented
and warranted to TI in their respective Shareholder Agreements that they own or
have the sole right to vote.  The Shareholder Agreements relate to the following
number of Shares: in the case of Mr. Simmons, 16,262,785 Shares; in the case of
Mr. Bozzone, 5,267,035 Shares; in the case of Mr. Queenan, 685,324 Shares; and
in the case of Mr. Aronson, 37,653 Shares.  The Shareholder Agreements were
entered into in connection with the Agreement and Plan of Merger and Combination
dated as of April 1, 1996 (the "Combination Agreement") among XYZ/Power, Inc., a
Delaware corporation the name of which has since been changed to Allegheny
Teledyne Incorporated ("ATI"), ALC and TI.


                                        4

<PAGE>


     The Combination Agreement contemplates, among other things, (i) the 
merger of a to-be-formed subsidiary of ATI with and into TI (the "TI 
Merger"), and (ii) the simultaneous merger of another to-be-formed subsidiary 
of ATI with and into ALC (the "ALC Merger" and, together with the TI Merger, 
the "Combination"). Upon consummation of the ALC Merger, each share of ALC 
Common Stock (other than certain shares described in the Combination 
Agreement) will be converted into one share of the Common Stock of ATI 
(although cash will be paid in lieu of the issuance of fractional shares).  
ALC will be the surviving corporation in the ALC Merger and will become a 
wholly-owned subsidiary of ATI.  At or prior to the effective time of the 
Combination (the "Effective Time"), the Certificate of Incorporation and 
Bylaws of ATI will be amended and restated in their entirety to read as set 
forth in Annexes A and B to the Combination Agreement, respectively.  
Reference is hereby made to the complete text of the provisions of such 
proposed Certificate of Incorporation and Bylaws as set forth in Annexes A 
and B, respectively, to Exhibit 1 to this Schedule 13D. Following the 
Effective Time, ALC Common Stock will be delisted from the New York Stock 
Exchange and will be eligible for termination of registration pursuant to 
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.  
Consummation of the Combination is conditioned upon the approval of the 
shareholders of ALC, as well as other conditions set forth in the Combination 
Agreement.

     In the Shareholder Agreements, each Shareholder has individually agreed, 
with respect to his Shares, that, until the earlier of the Effective Time or 
the date on which the Combination Agreement is terminated (the earlier 
thereof, the "Expiration Date"), such Shareholder will vote all his Shares at 
any meeting of ALC's shareholders (whether annual or special and whether or 
not an adjourned meeting), or, if applicable, take action by written consent 
(i) for adoption and approval of the Combination Agreement and in favor of 
the ALC Merger and otherwise in favor of the Combination and any other 
transaction contemplated by the Combination Agreement as the same may be 
modified from time to time and (ii) against any action, omission or agreement 
which would or could impede or interfere with, or have the effect of 
discouraging, the Combination, including, without limitation, any Acquisition 
Proposal (as defined in the Combination Agreement and used herein with the 
same meaning) other than the Combination. Pursuant to the Shareholder 
Agreements, each Shareholder has also individually agreed that, in 
furtherance of the transactions contemplated by the Shareholder Agreements 
and by the Combination Agreement, and in order to secure the performance by 
such Shareholder of his duties under his Shareholder Agreement, at TI's 
request such Shareholder will promptly execute an irrevocable proxy to vote,
or, if applicable, to give consent with respect to, all of his Shares in
respect of any of the matters described above in this paragraph.

     Pursuant to the Shareholder Agreements, each Shareholder has also
individually agreed that:  (i) he will not sell, transfer, pledge, hypothecate,
encumber, assign, tender or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the sale, transfer,
pledge, hypothecation, encumbrance, assignment, tender or other disposition of,
any of his Shares or any interest therein (provided that the foregoing shall not
prevent him from transferring his Shares to an entity for estate planning
purposes, provided that he retains sole voting rights over his


                                       5

<PAGE>

Shares or the estate planning entity executes a joinder agreeing to be bound 
by the terms of his Shareholder Agreement); (ii) other than as expressly 
contemplated by his Shareholder Agreement, he will not grant any powers of 
attorney or proxies or consents in respect of any of his Shares, deposit any 
of his Shares into a voting trust, enter into a voting agreement with respect 
to any of his Shares or otherwise restrict the ability of the holder of any 
of his Shares freely to exercise all voting rights with respect thereto;
(iii) he will not, in his capacity as a shareholder of ALC, and he will direct
and use his best efforts to cause his agents and representatives not to,
initiate, solicit or encourage, directly or indirectly, any inquiries or the
making or implementation of any Acquisition Proposal or engage in any
negotiations concerning, or provide any confidential information or data to, or
have any discussions with, any person relating to an Acquisition Proposal, or
otherwise facilitate any effort or attempt to make or implement an Acquisition
Proposal, will immediately cease and cause to be terminated any existing
activities, including discussions or negotiations with any parties, conducted
theretofore with respect to any of the foregoing and will take the necessary
steps to inform his agents and representatives of the obligations described in
this subclause (iii), and will notify TI immediately if any such inquiries or
proposals are received by, any such information is requested from, or any such
negotiations or discussions are sought to be initiated or continued with, him;
and (iv) he will not take any action whatsoever that, based on advice from TI's
or ALC's independent auditors would or could prevent the Combination from
qualifying for "pooling of interests" accounting treatment.

     The Shareholder Agreements, and any proxies given pursuant to the terms
thereof such Shareholder Agreements, will terminate automatically on the
Expiration Date.

     TI and ALC have jointly announced their anticipation that, following the
consummation of the Combination, dividends on the ATI Common Stock will
initially be paid at the annual rate of $.64 per share.

     The Combination Agreement provides that, upon consummation of the
Combination, the Board of Directors of ATI will consist of Richard P. Simmons as
Chairman of the Board an Chairman of the Executive Committee, Arthur H. Aronson,
Robert P. Bozzone, Paul S. Brentlinger, Charles J. Queenan, Jr., Donald B. Rice,
George A. Roberts, William P. Rutledge, Henry E. Singleton, and six additional
directors, three of whom will be named by ALC and three by TI.  Messrs. 
Simmons, Aronson, Bozzone, Brentlinger and Queenan are currently members of 
the Board of Directors of ALC and, if any of them is unable or unwilling to 
act, ALC will have the right to name a substitute.  Drs. Rice, Roberts and
Singleton and Mr. Rutledge are currently members of the Board of Directors of
TI and, if any of them is unable to act, TI will have the right to name a
substitute.

     Upon consummation of the Combination, William P. Rutledge, who is currently
Chairman of the Board and Chief Executive Officer of TI, will be President and
Chief Executive Officer of ATI.  Arthur H. Aronson, ALC's President and Chief
Executive Officer, and Donald B. Rice, Teledyne's President and Chief Operating
officer, will become Executive Vice Presidents of ATI.  In addition, Mr. Aronson
will remain President and Chief Executive Officer of ATI's ALC subsidiary, and
Dr. Rice will 


                                        6

<PAGE>

remain President and will become Chief Executive Officer of ATI's
TI subsidiary.  James L. Murdy, currently Senior Vice President-Finance and
Chief Financial Officer of ALC, and Jon D. Walton, currently Vice President-
General Counsel and Secretary of ALC, will hold the same positions,
respectively, with ATI.

     Except as set forth above and except as further provided in the Shareholder
Agreements and the Combination Agreement, neither TI nor any of the Affiliated
Persons has any plans or proposals which relate to or would result in:

     (a)  the acquisition by any person of additional securities, or the
disposition of securities, of ALC;

     (b)  an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving ALC or any of its subsidiaries;

     (c)  a sale or transfer of a material amount of assets of ALC or any of its
subsidiaries;

     (d)  any change in the present board of directors or management of ALC,
including any plans or proposals to change the number or terms of directors or
to fill any existing vacancies on the board;

     (e)  any material change in the present capitalization or dividend policy
of ALC;

     (f)  any other material change in ALC's business or corporate structure;

     (g)  changes in ALC's charter, bylaws, or instruments corresponding thereto
or other actions which may impede the acquisition of control of ALC by any
person;

     (h)  causing a class of securities of ALC to be delisted from and national
securities exchange or to cease to be authorized to be quoted on the National
Association of Securities Dealers Automated Quotation System;

     (i)  a class of equity securities of ALC becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or

     (j)  any action similar to any of those enumerated above.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

     (a)  As a result of execution of the Shareholder Agreements, TI may be 
deemed to have beneficial ownership of 22,252,797 shares of ALC Common Stock, 
representing approximately 33.7% of the issued and outstanding shares of 
Common Stock of ALC (as set forth in the Combination Agreement).  To TI's 
knowledge, none of the Associated Persons in their individual capacities 
beneficially owns any shares of ALC Common Stock.


                                        7

<PAGE>

     (b)  As a result of execution of the Shareholder Agreements, TI may be 
deemed to have shared voting and dispositive powers with respect to the 
Shares. To TI's knowledge, none of the Associated Persons in their individual 
capacities has voting or dispositive powers with respect to any shares of ALC
Common Stock.

     (c)  Neither TI nor, to TI's knowledge, any of the Associated Persons has
effected any transactions relating to the ALC Common Stock within the past
sixty days.

     (d)  Except as has been reported in filings made by any of the Shareholders
under Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended, no person other than the Shareholders is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares.

     (e)  Not Applicable.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.

     Except for the Shareholder Agreements, the Combination Agreement, and
certain Stockholder Agreements that have been entered into by certain of the
Associated Persons with respect to the voting and disposition of the shares of
the Common Stock of TI, as reported in TI's current report on Form 8-K dated
April 3, 1996, neither TI nor any of the Associated Persons has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of ALC, including, but not limited to
transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT 1.     Agreement and Plan of Merger and Combination, dated as of April
               1, 1996, by and among XYZ/Power, Inc. (now called Allegheny
               Teledyne Incorporated), Allegheny Ludlum Corporation and
               Teledyne, Inc.

EXHIBIT 2.     Form of Shareholder Agreement, dated as of April 1, 1996, by and
               between Teledyne, Inc. and each of Richard P. Simmons, Robert B.
               Bozzone, Charles J. Queenan, Jr. and Arthur H. Aronson (including
               Annex A:  Form of Irrevocable Proxy).


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<PAGE>



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.


                                   TELEDYNE, INC., a
                                   Delaware corporation

     April 9, 1996                 By: /s/ Judith R. Nelson
- -------------------------              ---------------------------
Date                                   Name: Judith R. Nelson
                                       Title: Secretary


                                        9

<PAGE>


                                  EXHIBIT INDEX


EXHIBIT        DESCRIPTION                                       PAGE


EXHIBIT 1.     Agreement and Plan of Merger and Combination, dated as of April
               1, 1996, by and among XYZ/Power, Inc. (now called Allegheny
               Teledyne Incorporated), Allegheny Ludlum Corporation and
               Teledyne, Inc.

EXHIBIT 2.     Form of Shareholder Agreement, dated as of April 1, 1996, by and
               between Teledyne, Inc. and each of Richard P. Simmons, Robert B.
               Bozzone, Charles J. Queenan, Jr. and Arthur H. Aronson (including
               Annex A:  Form of Irrevocable Proxy).


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