
<PAGE>
                                                                            1995
 
================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                   FORM 10-K
 
(Mark One)
 
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 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 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [no fee required] FOR THE TRANSITION PERIOD
     FROM _________________ TO _________________
 
                        COMMISSION FILE NUMBER 1-9498
 
                         ALLEGHENY LUDLUM CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
              Pennsylvania                                       25-1364894
        (STATE OF INCORPORATION)                              (I.R.S. EMPLOYER
                                                             IDENTIFICATION NO.)
 
1000 Six PPG Place, Pittsburgh, Pennsylvania                      15222-5479
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)
 
       Registrant's telephone number, including area code: 412 - 394-2800
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 

===============================================================================
TITLE OF EACH CLASS                   NAME OF EACH EXCHANGE ON WHICH REGISTERED
- -------------------------------------------------------------------------------
Common Stock, Par Value $0.10 Per share            New York Stock Exchange, Inc.
===============================================================================
 
        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
 
     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.      YES   X      NO    
                                                   -----       -----
     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]
 
     AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF MARCH 6, 1996: $816,099,094. The amount shown is based on the
closing price of the registrant's common stock on the New York Stock Exchange
on that date. Shares of common stock known by the registrant to be beneficially
owned by executive officers or directors of the registrant are not included in
the computation. The registrant, however, has made no determination that such
persons are "affiliates" within the meaning of Rule 12b-2 under the Securities
Exchange Act of 1934.
 
     NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 6, 1996: 66,241,891
 
     DOCUMENTS INCORPORATED BY REFERENCE:
     Selected portions of the 1995 Annual Report--Part I, Part II and Part IV of
     this Report.
     Selected portions of the 1996 Proxy Statement--Part III of this Report.
 
================================================================================
 
<PAGE>
                                     INDEX
 
<TABLE>
<S>             <C>                                                                                           <C>
PART I
     THE COMPANY............................................................................................          3
     Item 1.    BUSINESS....................................................................................          3
     Item 2.    PROPERTIES..................................................................................          8
     Item 3.    LEGAL PROCEEDINGS...........................................................................         10
     Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........................................         10
 
PART II
     Item 5.    MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS........................         11
     Item 6.    SELECTED FINANCIAL DATA.....................................................................         11
     Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............................................         11
     Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................................................         11
     Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE....................................................         11
 
PART III
     Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..........................................         11
     Item 11.   EXECUTIVE COMPENSATION......................................................................         11
     Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT.....................................................................         11
     Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............................................         11
 
PART IV
     Item 14.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULE...................................................         12
SIGNATURES..................................................................................................         13
</TABLE>


This is a refiling of the Form 10-K405 which was originally filed on 
March 20, 1996 at accession number 0000950132-96-000151. 

                                       2
<PAGE>
                                     PART I
 
THE COMPANY
 
     The Company is a Pennsylvania corporation formed in 1979 with its principal
executive offices located at 1000 Six PPG Place, Pittsburgh, Pennsylvania
15222-5479, telephone (412)394-2800. References to the "Company" mean Allegheny
Ludlum Corporation and its subsidiaries and predecessors, unless the context
otherwise requires.
 
     The Company is one of the world's leading manufacturers of specialty
materials and one of the largest domestic producers of stainless steel. The
Company manufactures stainless steel sheet, strip, plate, foil, welded tubing
and stampings; silicon electrical steel sheet and strip; and other specialty
steel and specialty metals alloys, including tool steels, magnetic, thermostatic
and electronic sheet and strip, and high-temperature alloys.
 
ITEM 1. BUSINESS
 
INDUSTRY OVERVIEW
 
     The industry in which the Company operates is generally referred to as the
specialty steel industry, which represents a small but distinct segment of the
steel industry. The term "specialty steel" refers to stainless steels, high
speed and tool steels, high temperature alloys (super alloys), electronic and
thermostatic alloys and electrical steels. As compared with carbon steel,
stainless steel alloys contain elements such as chromium, nickel and molybdenum
to make them corrosion- and heat-resistant; electrical steel contains silicon to
minimize energy loss; and tool steel alloys, which contain more carbon than
stainless steel, include tungsten, molybdenum and other metals to make them both
hard and malleable. Most high temperature alloys, electronic alloys and
thermostatic alloys are not steel by definition and are more properly referred
to as specialty metals.
 
     Unlike high-volume carbon steel producers, specialty steelmakers produce
smaller quantities with special equipment. Because of the need to meet more
exacting technical and metallurgical requirements, stainless and other specialty
steels are made with special processing techniques and generally utilize
different alloying elements such as nickel, ferrochromium, molybdenum, niobium,
titanium and cobalt.
 
     Specialty steel is produced in a variety of forms (sheet, strip, plate,
wire, rod, bar and tubing) and is selected for use in environments that demand
materials having exceptional hardness, toughness, strength, resistance to heat,
corrosion or abrasion or a combination of these characteristics. Common end uses
of specialty steel include automobiles, appliances, communications and
electronics equipment, marine equipment, electric power generating and
distribution equipment, environmental equipment, home utensils and cutlery,
construction products, tools, dies, food and chemical processing equipment,
medical and health equipment and aircraft and defense equipment.
 
     While other materials such as carbon steel, titanium, composites, ceramics,
aluminum and plastic compete in various applications with stainless steel, the
largest part of the specialty steel industry, the Company believes that the
domestic market for stainless steel has been growing over the past twenty years
as a result of the less rapid growth in the price of stainless steel relative to
competitive products and the increasing demand for higher quality products with
greater durability. The Company believes that when total life cycle costs are
fully evaluated, stainless steel is often the least expensive quality
alternative.
 
ACQUISITION
 
     On November 10, 1993, the Company completed its acquisition of Athlone
Industries, Inc., a Delaware corporation ("Athlone"), by means of the merger of
a wholly owned subsidiary of the Company into Athlone. Athlone, through its
Jessop Steel Company ("Jessop" or "Jessop Steel") operations, was primarily a
manufacturer of specialty metals, primarily tool steel and stainless steel and
nickel alloy plate mill plate. See Note 11 of the Notes to the Consolidated
Financial Statements of the Company on page 34 of the 1995 Annual Report to
Shareholders which is incorporated herein by reference.
 
                                       3
<PAGE>
JOINT VENTURE
 
     In February, 1996, the Company announced that it had established a joint
venture company in the People's Republic of China with Shanghai No. 10 Iron and
Steel Works, for the production and sale of precision rolled stainless steel
strip. The Company, which owns 60% of the joint venture company, will provide
technology, engineering, technical and management services. The joint venture
will be known as Shanghai STAL Precision Stainless Steel Limited Company. The
new plant will be located in Shanghai to produce and sell up to 15,000 metric
tonnes of the Company's Precision Rolled Strip/TM/ products. It is expected to
be operational in late 1997.
 
GENERAL
 
     The Company operates in a single business segment, specialty steel. The
Company has three principal product lines, consisting of stainless steel,
silicon electrical steel and other specialty steel alloys (including tool steels
and other specialty metals), which are produced at eleven facilities located in
five states. Stainless steel products are marketed principally in the form of
sheet, strip and plate as well as stampings and welded tubing. Silicon
electrical steel is marketed in the form of sheet and strip. Other specialty
steel alloys are marketed principally as sheet, strip and plate.
 
     The following table sets forth certain information concerning sales of the
Company's principal product lines for the past five fiscal years.
 
<TABLE>
<CAPTION>
                                                            1995      1994      1993      1992      1991
                                                            ----      ----      ----      ----      ---- 
<S>                                                       <C>        <C>        <C>        <C>        <C>
                                                                              (IN MILLIONS)
Stainless Steel.........................................  $1,223.6  $  834.0  $  892.3  $  831.4  $  771.2
Silicon Electrical Steel................................     147.2     141.5     156.0     161.1     172.2
Other Specialty Alloys..................................     123.5     101.4      51.9      43.5      61.2
                                                          --------  --------  --------  --------  --------
     Total Sales........................................  $1,494.3  $1,076.9  $1,100.2  $1,036.0  $1,004.6
                                                          ========  ========  ========  ========  ========
</TABLE>
 
The table reflects the inclusion of the Company's Washington Plant (Jessop)
since the date of its acquisition in November 1993. In April 1994, the United
Steelworkers of America called a strike which lasted ten weeks.
 
     Additional information concerning the Company's sales and operating profit
is set forth under the heading "Selected Financial Data" on page 37 of the
Company's 1995 Annual Report to Shareholders which is incorporated herein by
reference.
 
     The Company's products are sold primarily to distributors and to other
customers within the United States who further process such materials into end
products for resale to others. The Company's backlog of firm orders at the end
of 1995 was $234.0 million (nearly all of which are expected to be filled within
the year), as compared to $301.0 million at the end of 1994.
 
STAINLESS STEEL
 
     Stainless steel products have represented the largest share of the
Company's total sales. In 1995 stainless steel represented approximately 82% of
total sales.
 
     Stainless steel sheet (24" and wider) accounts for the largest portion of
the Company's sales. It is used in a wide variety of consumer and industrial
applications that require easy cleaning and fabricability and corrosion
resistance. Approximately 75% of the Company's stainless steel sheet is sold to
service centers which have slitting, cutting and other processing facilities.
 
     Stainless steel strip (less than 24" wide) is used in a variety of consumer
products and a wide range of automotive components. The Company's products
include its very thin Precision Rolled Strip/TM/ products which range in
thickness from 0.0015" up to 0.015". Approximately 75% of the Company's
stainless steel strip is sold directly to end-use customers, with the
remainder sold to service centers, including the Company's own distributor
outlet for stainless steel strip, ALstrip, Inc. ALstrip, Inc. is a 90% owned
subsidiary with locations in Skokie, Illinois; Exton, Pennsylvania; and
Springfield, Tennessee.
 
     Stainless steel plate (at least .1875" thick and 10" wide) has a variety of
applications, primarily in industrial equipment that requires cleanliness or
corrosion-resistant capabilities such as pollution control scrubbers and
 
- ---------
/TM/Trademark of the Company.
 
                                       4
<PAGE>
other equipment, food processing equipment, pulp and paper equipment, chemical
equipment and power generation equipment. The Company's plate products are sold
in both coil and cut-to-length ("plate mill plate") form. Coil plate is sold to
service center customers who further process the material by roller leveling and
cutting to length before final use or sale. The Company's Washington,
Pennsylvania Plant produces nearly all of the Company's plate mill plate.
However, a small amount of extra-wide plate product is processed by outside
converters. Approximately 95% of the Company's stainless steel plate is sold to
service centers.
 
SILICON ELECTRICAL STEEL
 
     The Company's silicon electrical steel products, primarily grain oriented,
are used generally in applications in which electrical conductivity and magnetic
properties are important and are sold directly to end-use customers. Users of
the Company's silicon electrical steel products include manufacturers of
transformers and communications equipment.
 
OTHER SPECIALTY ALLOYS
 
     The Company also produces tool steel, high temperature alloys, electronic
and thermostatic alloys, and other specialty alloys. These specialty alloys are
used primarily in applications that require high strength, hardness, heat
resistance and special magnetic, electronic or expansion characteristics. During
1994, other specialty alloy sales increased significantly due to the acquisition
of the Washington Plant.
 
RAW MATERIALS
 
     The principal materials used by the Company in the production of its
specialty steel are scrap (including nickel-, chromium- and molybdenum-bearing
scrap), nickel and nickel alloys, ferrochromium, ferrosilicon, molybdenum and
molybdenum alloys, manganese and manganese alloys and other alloying materials.
Certain of these raw materials, such as ferrochromium and nickel, can be
acquired by the Company and its specialty steel industry competitors, in large
part, only from foreign sources. The Company purchases its nickel requirements
principally from producers in Australia, the Dominican Republic, Canada, Norway,
the Commonwealth of Independent States, Columbia, New Caledonia and South
Africa. Ferrochromium is purchased primarily from producers in South Africa,
Zimbabwe, Turkey and the Commonwealth of Independent States. Some of these
foreign sources are located in countries that may be subject to unstable
political and economic conditions which might disrupt supplies or affect the
price of these materials. More than 80% of the world's reserves of ferrochromium
are located in South Africa, Zimbabwe, Albania and Kazakhstan. The Company also
uses large amounts of electricity, particularly in the melt shop in the
Company's Brackenridge Works, and natural gas in the manufacture of its
products; energy costs currently represent approximately 5% of the Company's
revenue dollars.
 
RESEARCH, DEVELOPMENT AND TECHNICAL SERVICES
 
     The Company's research, development and technical service activities are
closely interrelated and are directed toward cost reduction, process
improvement, process control, quality assurance and control, system development,
the development of new manufacturing methods, the improvement of existing
manufacturing methods, the improvement of existing products and the development
of new products where a proprietary position is possible. The Company conducts
its primary research activities at its Technical Center in Natrona Heights,
Pennsylvania.
 
     Expenditures for research, development and technology totaled $46.2 million
in 1995, $36.5 million in 1994, and $41.9 million in 1993. Research and
development expenses related to activities conducted at the Technical Center
were $9.2 million, $8.2 million, and $9.2 million in 1995, 1994, and 1993,
respectively. The Company believes that its investment in technology, research
and development and technical services, as a percent of annual revenue, exceeds
the level of investment by other companies in the steel industry.
 
     The Company owns approximately 170 United States patents, many of which are
also filed under the patent laws of other nations, but does not consider its
business to be materially dependent on any patent or patent rights.
 
COMPETITION AND IMPORTS OF SPECIALTY STEEL
 
     The Company is a leading producer of specialty steel. There are at least
six domestic producers of stainless steel sheet, strip and plate. The Company's
principal domestic competitors are J&L Specialty Steel, Inc.
 
                                       5
<PAGE>
("J&L"), whose principal stockholder is France's Ugine, S.A. ("Ugine"), a
subsidiary of Usinor Sacilor SA, which is Europe's largest steelmaker and 80% of
whose stock was owned by the French government prior to the reported
privatization of that company in 1995; Armco Inc. ("Armco"); Lukens Inc.
("Lukens"), which owns Washington Steel Company; and North American Stainless,
which is owned primarily by Acerinox, S.A. (a Spanish stainless steel producer),
and which in 1993 began shipments from a new finishing facility in Kentucky. In
1995, Swedish-based Avesta Sheffield AB, one of Europe's largest producers of
stainless steel, acquired the Eastern Stainless plate company from Armco, which
has given Avesta Sheffield a stainless melting source for its plate operations
in the United States. With respect to grain-oriented silicon electrical steel
(used in electrical transformers), the Company believes that it and Armco Inc.
are the only two U.S. producers. The Company believes that there are several
other domestic producers of other specialty alloys in flat-rolled form.
 
     In the fourth quarter of 1993, Lukens' Washington Steel Group began to
manufacture and sell stainless steel plate mill products; previously, Washington
Steel produced stainless sheet, strip and coil plate products and Lukens
produced stainless plate mill plate only on a conversion basis. In the past two
years, J&L, Armco, Lukens, and North American Stainless have announced that they
are increasing their capacity to produce stainless steel products. In 1995,
Nucor Corp., a carbon steel minimill, entered the stainless steel market and
produced stainless steel products used primarily in automotive exhaust systems.
 
     The Company faces active competition in the sale of all of its products
from both domestic and foreign competitors. A number of foreign competitors are
government owned and/or subsidized. The principal methods of competition in
specialty steel are price, service, product quality and delivery.
 
     The level of stainless steel imports decreased in the 1995 fiscal year.
Import penetration in 1995 for stainless steel sheet and strip decreased 14% and
was 20% of the domestic market. Import penetration of stainless steel plate
decreased 3% to 15% of the domestic market in 1995.
 
     Imports of silicon electrical steel increased to 23% in 1993, decreased to
20% in 1994 and increased to 21% of the domestic market in 1995. In August 1993,
the Company and others filed trade cases charging that dumping and unfairly
priced and subsidized silicon electrical steel imports are undermining the U.S.
market. In October 1993, the International Trade Commission ruled that imports
of grain-oriented silicon steel from Italy and Japan injure or threaten injury
to domestic producers. Beginning in 1994, importers from these nations were
required to post either cash or bonds of 85% and 31%, respectively, on the value
of imported silicon electrical steel products. Silicon electrical steel also
faces competition from amorphous metals, currently produced in the United States
only by AlliedSignal Inc. In 1994, the Company filed a patent infringement suit
against AlliedSignal in the United States District Court for the Western
District of Pennsylvania. The suit asks for an injunction prohibiting
AlliedSignal from making and selling amorphous electrical alloys in violation
of a patent granted to the Company which covers certain alloy compositions
which provide improved magnetic properties.
 
     Multilateral steel consensus agreements which are aimed at eliminating
foreign subsidies and foreign market access barriers have not yet been reached.
The Company believes the U.S. government must take action to protect domestic
markets from unfair trade practices by any company or nation which does not have
to meet a profit or capital formation discipline. Therefore, the Company is
urging the U.S. government to reach agreements with foreign governments to
accomplish these objectives.
 
     In addition to competition from other stainless steel producers, other
materials such as carbon steel, titanium, composites, ceramics, aluminum and
plastic compete in various applications with stainless steel.
 
EXPORTS
 
     Revenues from export sales were $87 million, $73 million, and $79 million,
in fiscal years 1995, 1994, and 1993, respectively. Political unrest and the
economic environment in some important export markets and the volatility of
foreign exchange rates make it difficult to predict whether export sales will
continue at the levels reached in the last three years.
 
                                       6
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Executive officers of the Company as of March 6, 1996:
 
<TABLE>
<CAPTION>
NAME                                                  AGE           TITLE AND YEAR ELECTED TO PRESENT POSITION
- ---                                                   ---           ------------------------------------------
<S>                                                   <C>     <C>      
Richard P. Simmons...............................     64      Chairman of the Board ........................... 1986
Robert P. Bozzone................................     62      Vice Chairman of the Board ...................... 1994
Arthur H. Aronson................................     60      President and Chief Executive Officer ........... 1994
James L. Murdy...................................     57      Senior Vice President-Finance and
                                                                Chief Financial Officer ....................... 1988
Robert W. Rutherford.............................     56      Senior Vice President-Commercial ................ 1994
Jack W. Shilling.................................     52      Senior Vice President-Technical ................. 1994
Harry R. Wagner..................................     51      Senior Vice President-Operations ................ 1994
Douglas A. Kittenbrink...........................     40      Vice President-Engineering and Information
                                                                Technology .................................... 1992
Bruce A. McGillivray.............................     62      Vice President-Human Resources .................. 1986
Carl R. Moulton..................................     48      Group Vice President ............................ 1993
Robert S. Park...................................     51      Vice President-Treasurer ........................ 1994
Richard R. Roeser................................     49      Vice President-Controller ....................... 1994
David G. Vietmeier...............................     51      Vice President-Purchasing ....................... 1988
Jon D. Walton....................................     53      Vice President-General Counsel
                                                                and Secretary ................................. 1990
</TABLE>
 
     Prior to 1990, Mr. Simmons also served as Chief Executive Officer of the
Company. Prior to 1994, Mr. Bozzone served as President and Chief Executive
Officer and Mr. Aronson served as Executive Vice President and Chief Operating
Officer of the Company. Messrs. Rutherford, Shilling and Wagner had been Vice
President-Commercial, Vice President-Technical and Vice President-Production,
respectively, prior to 1994. Mr. Kittenbrink was employed in various high level
engineering management and professional positions for over 5 years with Inland
Steel Industries, Inc. before joining the Company in 1992. Mr. Moulton was
President of Jessop Steel Company until he joined the Company upon the Company's
acquisition of Jessop in 1993. Messrs. Park and Roeser had been Treasurer and
Controller, respectively, prior to 1994. Each of the other executive officers of
the Company has held high level managerial or professional positions with the
Company for more than the past five years.
 
EMPLOYEES
 
     As of January 1, 1996, the Company had approximately 6,000 employees of
whom approximately 2,000 were salaried employees. The Company also has
approximately 5,700 retirees.
 
     Approximately 400 employees at the Company's Washington Plant are covered
by a labor contract with the United Steelworkers of America ("USWA") which is
effective through September 30, 1999. Substantially all of the Company's other
production and maintenance employees are covered by a four-year labor contract
between the Company and the USWA which is effective through July 1, 1998.
 
                                       7
<PAGE>
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
 
     The Company (and the industry in which it competes) is subject to
environmental laws and regulations concerning emissions to the air, discharges
to waterways, and the generation, handling, storage, transportation, treatment
and disposal of waste materials, and is also subject to other federal and state
laws and regulations regarding health and safety matters. Each of the Company's
production facilities has permits and licenses allowing and regulating air
emissions and water discharges. The Company believes that it is in substantial
compliance with environmental laws and regulations. The Company estimates that
its capital expenditures for fiscal year 1996 will include $9.3 million for
additional or upgraded environmental control equipment and facilities.
 
     The Company, like most corporations in the steel and metals-producing
industries, expects to spend additional funds to meet the lower levels of
emissions mandated by the Clean Air Act Amendments of 1990 (the "CAA
Amendments"). The Company continues to believe that it will be able to meet the
new requirements while continuing its commitment to attractive new capital
investments.
 
LIMITED PARTNERSHIP INVESTMENTS
 
     The Company, through wholly owned subsidiaries, made commitments to invest
as a limited partner in two Code, Hennessy & Simmons limited partnership
leveraged buyout funds and in the entities that serve as the general partners of
the funds. Investors made commitments to invest approximately $82.5 million when
the first fund was formed in 1989, including $25 million invested or to be
invested by the Company's subsidiary. Investors made commitments to invest $155
million in the second fund, which was formed in December 1993, including $30
million to be invested by the Company. Both funds were formed to originate and
lead investments in middle market companies that are undergoing an ownership
transition. The funds' portfolios include companies that design, manufacture and
distribute consumer and industrial products for a variety of end use
applications.
 
     At the end of the first quarter of 1994, the Company voluntarily
contributed its limited partnership interest in the first limited partnership
fund to an irrevocable trust established for the purpose of partially funding
the retiree medical benefit and insurance obligations the Company has to its
employees represented by the United Steelworkers of America. Subsequently
in 1994 and in 1995, the Company voluntarily contributed investments it had
made as a limited partner in the second limited partnership fund, in the amount
of $13.1 million, to the irrevocable trust. Returns from investments in this
trust are being recorded in accordance with Statement of Financial Accounting
Standards No. 106. The Company cannot predict the magnitude or timing of any
future gains or losses related to the investments.
 
ITEM 2. PROPERTIES
 
     The name, location and area of each of the Company's principal
manufacturing plants together with the principal products which they are
equipped to produce as of December 31, 1995, are as follows:
 
<TABLE>
<CAPTION>
                                        AREA IN
PLANT AND LOCATION                    SQUARE FEET                        PRINCIPAL PRODUCTS
- ------------------                    -----------                        ------------------
<S>                                   <C>          <C>
Brackenridge Works
  Brackenridge and Natrona,            2,443,000   Stainless steel and specialty metals strip, sheet and plate,
  Pennsylvania                                     silicon electrical steel strip and sheet, and other specialty
                                                   steel strip and sheet.
West Leechburg Works                   1,415,000   Stainless steel and specialty metals strip and sheet, silicon
  West Leechburg and Bagdad,                       electrical steel strip and sheet, and other specialty steel
  Pennsylvania                                     strip and sheet.
Vandergrift Plant                        966,000   Stainless steel strip and sheet.
  Vandergrift, Pennsylvania
Washington Plant                         615,000   Stainless steel and tool steel plate products.
  Washington, Pennsylvania
Wallingford Plant                        591,000   Stainless steel and specialty metals strip and sheet and other
  Wallingford and                                  specialty steel strip and sheet.
  Waterbury, Connecticut
</TABLE>
 
                                       8
<PAGE>
<TABLE>
<CAPTION>
                                        AREA IN
PLANT AND LOCATION                    SQUARE FEET                        PRINCIPAL PRODUCTS
- ------------------                    -----------                        ------------------
<S>                                   <C>          <C>
Lockport Plant                           282,000   Stainless steel and other specialty metals products.
  Lockport, New York
 
New Castle Plant                         178,000   Stainless steel sheet.
  New Castle, Indiana
 
Claremore Plant                          135,000   Stainless steel welded tubular products.
  Claremore, Oklahoma
</TABLE>
 
     The Brackenridge Plant utilizes four electric furnaces, an argon-oxygen
decarburization (A.O.D.) unit, a continuous caster, annealing lines and rolling
mills in its production. The Natrona Plant has three coreless induction
furnaces, two basic oxygen furnace vessels and ingot casting facilities. The
Lockport Plant has three electric arc furnaces, an AOD vessel, a vacuum
induction melting furnace and electroslag as well as vacuum arc remelting
facilities.
 
     The Vandergrift, Wallingford, West Leechburg, Bagdad and New Castle Plants
have annealing, rolling and slitting facilities. The Claremore Plant utilizes
electric welding facilities in producing tubular products.
 
     The Washington Plant has rolling, annealing and finishing facilities
utilized in the production of plate products.
 
     The Company owns all of the foregoing plants, each of which, with the
exception of the Wallingford and Washington Plants, is subject to mortgages or
similar encumbrances securing borrowings under certain industrial development
authority financings. See Note 4 of the Notes to the Consolidated Financial
Statements on page 27 of the 1995 Annual Report.
 
     While the plants have been constructed at various times over a long period,
many of the buildings have been replaced, remodeled or expanded and additional
buildings have been constructed from time to time. Much of the equipment at the
various plants has likewise been replaced or remodeled and new equipment has
been added at various times. The Company believes that the plants have been
well-maintained and are technologically advanced.
 
     The Brackenridge primary melting and continuous slab casting facilities
have operated at high levels for the past five years. The stainless steel
finishing plants have operated at approximately 85% to 95% of capacity for the
past five years. The Company has increased stainless steel finishing capacity
through process and equipment improvements, computer-assisted scheduling plans,
the installation of new equipment at the Vandergrift Plant and the upgrade and
expansion of the Waterbury Plant in 1993 and 1994. The Company's plants that
primarily produce silicon electrical steels have operated at approximately 50%
to 90% of capacity since 1980 and are currently operating at a rate of
approximately 70%.
 
     The Company conducts its primary research activities at its Technical
Center in Natrona Heights, Pennsylvania. The facility contains state-of-the-art
equipment for a variety of testing and analytical activities relating to the
Company's products and processes. The Company owns this 139,000 sq. ft.
facility.
 
     The Coatesville and Santa Fe Processing Centers, located near Philadelphia,
Pennsylvania and Los Angeles, California, respectively, are warehouses used in
additional processing and distribution of the Company's Jessop plate products.
The Coatesville facility is owned while the Santa Fe facility is leased from a
third party.
 
     The Company's subsidiary, ALstrip, Inc., operates stainless steel strip
processing and distribution centers in Skokie, Illinois, Exton, Pennsylvania,
and Springfield, Tennessee. ALstrip owns all its slitting and cutting equipment
and the Skokie and Springfield facilities outright and leases its Exton facility
from a third party.
 
     The Company's executive offices, located in Pittsburgh, Pennsylvania, and
Western Regional Sales Office, located in Schaumburg, Illinois, are leased from
third parties. The Eastern Regional Sales Office is located at the Wallingford
Plant. These facilities are modern and sufficient for the Company to carry on
its activities.
 
                                       9
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
 
     As previously announced, in June 1995, the U.S. Department of Justice
commenced an action against the Company in the United States District Court for
the Western District of Pennsylvania, asserting, in 64 claims, multiple
violations of the federal Clean Water Act occurring at various times since 1987.
The complaint seeks injunctive relief and assessment of penalties of up to
$25,000 per day of violation. While it is too early to predict the outcome of
the case, the Company believes that any costs or penalties should not be
material to the financial condition of the Company or its results of operation.
 
     The Company is involved in various other lawsuits from time to time arising
in the ordinary course of business and otherwise. In management's opinion, the
outcome of these matters will not have a material adverse effect on the
Company's financial condition.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     None during the fourth quarter of 1995.
 
                                       10

<PAGE>
                                    PART II
 
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
 
     Information required by this item is incorporated by reference from "Common
Stock Data" on page 38 of the 1995 Annual Report.
 
ITEM 6. SELECTED FINANCIAL DATA
 
     Information required by this item is incorporated by reference from
"Selected Financial Data" on page 37 of the 1995 Annual Report.
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
 
     Information required by this item is incorporated by reference from
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 19 to 22 of the 1995 Annual Report.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The Consolidated Financial Statements and Notes to Consolidated Financial
Statements listed in Item 14(a)(1) are incorporated by reference.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE
 
     None.
 
                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     In addition to the information set forth under the caption "Executive
Officers of the Registrant" in Part I of this report, the information concerning
the directors of the Company required by this item is incorporated by reference
from "Nominees for Director" and "Continuing Directors" as set forth in the 1996
Proxy Statement filed by the registrant pursuant to Regulation 14A.
 
ITEM 11. EXECUTIVE COMPENSATION
 
     Information required by this item is incorporated by reference from
"Compensation of Directors," "Executive Compensation," and "Cumulative Total
Shareholder Return," as set forth in the 1996 Proxy Statement filed by the
registrant pursuant to Regulation 14A.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     Information required by this item is incorporated by reference from
"Security Ownership" as set forth in the 1996 Proxy Statement filed by the
registrant pursuant to Regulation 14A.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Information required by this item is incorporated by reference from "Certain
Transactions" as set forth in the 1996 Proxy Statement filed by the registrant
pursuant to Regulation 14A.
 
                                       11
<PAGE>
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
 
(A) EXHIBITS AND FINANCIAL STATEMENT SCHEDULES:
 
     (1) FINANCIAL STATEMENTS
 
     The following consolidated financial statements included on pages 23
through 36 of the 1995 Annual Report are incorporated by reference:
 
          Consolidated Statement of Income--Years Ended
            December 31, 1995, January 1, 1995 and January 2, 1994
          Consolidated Balance Sheets at December 31, 1995 and January 1, 1995
          Consolidated Statement of Cash Flows--Years Ended
            December 31, 1995, January 1, 1995 and January 2, 1994
          Notes to Consolidated Financial Statements
          Report of Ernst & Young LLP, Independent Accountants
 
     The consent to incorporate the Auditors' Report is included herein on page
14.
 
     (2) FINANCIAL STATEMENT SCHEDULES
 
     The following Consolidated Statement Schedule for years ended December 31,
1995, January 1, 1995 and January 2, 1994 is included herein:
 
<TABLE>
<CAPTION>
                                                                                                        PAGE NO.
                                                                                                        --------
<C>         <S>                                                                                         <C>
       II.  Valuation and Qualifying Accounts.......................................................        15
</TABLE>
 
     All other schedules set forth in the applicable accounting regulations of
the Securities and Exchange Commission either are not required under the related
instructions or are not applicable and, therefore, have been omitted.
 
     (3) EXHIBITS
 
     A list of exhibits included in this Report or incorporated by reference is
found in the Exhibit Index beginning on page 16 of this Report and incorporated
by reference.
 
(B) REPORTS ON FORM 8-K FILED IN THE FOURTH FISCAL QUARTER OF 1995:
 
     None.
 
                                       12
<PAGE>
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
 
                                          ALLEGHENY LUDLUM CORPORATION
 
                                                    
     March 20, 1996                                 /s/ A. H. ARONSON
                                          By....................................
                                                      A. H. Aronson
                                          President and Chief Executive Officer
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the Company
and in the capacities and as of the 20th day of March, 1996.
 
       /s/ ARTHUR H. ARONSON                         /s/ C. FRED FETTEROLF     
By..............................              By.............................. 
         Arthur H. Aronson                             C. Fred Fetterolf       
   President and Chief Executive                            Director           
       Officer and Director                                                    
                                                      /s/ THOMAS MARSHALL      
         /s/ JAMES L. MURDY                   By.............................. 
By..............................                        Thomas Marshall        
           James L. Murdy                                   Director           
   Senior Vice President-Finance                                               
    and Chief Financial Officer                     /s/ W. CRAIG MCCLELLAND    
            and Director                      By.............................. 
                                                      W. Craig McClelland      
       /s/ RICHARD R. ROESER                                Director           
By..............................                                               
         Richard R. Roeser                           /s/ RICHARD K. PITLER     
     Vice President-Controller                By.............................. 
                                                       Richard K. Pitler       
         /s/ ROBERT S. PARK                                 Director           
By..............................                                               
           Robert S. Park                                 /s/ ANNE POL         
      Vice President-Treasurer                By.............................. 
                                                            Anne Pol           
         RICHARD P. SIMMONS                                 Director           
By..............................                                               
         Richard P. Simmons                       /s/ CHARLES J. QUEENAN, JR.  
       Chairman of the Board                  By.............................. 
            and Director                            Charles J. Queenan, Jr.    
                                                            Director           
       /s/ ROBERT P. BOZZONE                                                   
By..............................                       /s/ JAMES E. ROHR       
         Robert P. Bozzone                    By.............................. 
     Vice Chairman of the Board                          James E. Rohr         
            and Director                                    Director           
                                                                               
      /s/ PAUL S. BRENTLINGER                        /s/ GEORGE W. TIPPINS     
By..............................              By.............................. 
        Paul S. Brentlinger                            George W. Tippins       
              Director                                      Director           
                                                                               
                                                   /s/ STEVEN C. WHEELWRIGHT   
                                              By.............................. 
                                                     Steven C. Wheelwright     
                                                            Director            

 
                                       13


<PAGE>
        CONSENT TO INCORPORATE AUDITORS' REPORT ON FINANCIAL STATEMENTS
 
     We consent to the incorporation by reference in this Form 10-K of Allegheny
Ludlum Corporation of our report dated January 30, 1996, included in the 1995
Annual Report to Shareholders of Allegheny Ludlum Corporation.
 
     Our audits also included the financial statement schedule of Allegheny
Ludlum Corporation listed in item 14(a). This schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
 
                                                       ERNST & YOUNG LLP
 
Pittsburgh, Pennsylvania
January 30, 1996
 
                                       14
<PAGE>
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
 
                 ALLEGHENY LUDLUM CORPORATION AND SUBSIDIARIES
                           (in thousands of dollars)
 
<TABLE>
<CAPTION>
                                                                 ADDITIONS
                                     BALANCE AT   --------------------------------------                           BALANCE
                                      BEGINNING   CHARGED TO COSTS     CHARGED TO OTHER                            AT END
            DESCRIPTION               OF PERIOD     AND EXPENSES      ACCOUNTS--DESCRIBE    DEDUCTIONS--DESCRIBE  OF PERIOD
            -----------               ---------     ------------      ------------------    --------------------  ---------
<S>                                  <C>          <C>                <C>                    <C>                  <C>
YEAR ENDED
 DECEMBER 31, 1995:
  Allowance for doubtful
   accounts........................   $   3,715       $      95               --                 $      63(2)     $   3,873
                                      ==========      =========                                  =========        ========= 
YEAR ENDED
 JANUARY 1, 1995:
  Allowance for doubtful
   accounts........................   $   3,791       $     145                   --             $    (221)(2)    $   3,715
                                      ==========      =========                                  =========        ========= 
YEAR ENDED
 JANUARY 2, 1994:
  Allowance for doubtful
   accounts........................   $   3,235       $     696            $     300(1)          $    (440)(2)    $   3,791
                                      ==========      =========                                  =========        ========= 
</TABLE>
 
- ---------
(1)  Balance acquired with the purchase of the Jessop Steel operations.
 
(2)  Uncollectible accounts written off, net of recoveries.
 
                                       15
<PAGE>
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER                                            DESCRIPTION                                           REFERENCE
   ------                                            -----------                                           ---------
<S>            <C>                                                                                       <C>
       3(a)    Restated and Amended Articles of Incorporation of the Company...........................       (a)
 
       3(b)    By-Laws, as amended.....................................................................       (b)
 
       4(a)    Indenture dated as of December 15, 1995, between Allegheny Ludlum Corporation and The
                 Chase Manhattan Bank (National Association), as Trustee (relating to $150,000,000
                 6.95% Debentures due December 15, 2025)...............................................       (c)
 
       4(b)    Industrial Revenue Bonds/Capitalized Leases:
 
                     (i)  Allegheny County Industrial Development Authority, 1977 Series A, 6-1/4%
                          Pollution Control Revenue Bonds, $13,000,000, due 2/1/07 (relating to plants
                          in West Leechburg, Brackenridge and Natrona, Pennsylvania);...................       (d)
 
                    (ii)  Allegheny County Industrial Development Authority, 1978 Series A, 7.20%
                          Pollution Control Revenue Bonds, $1,700,000, due 12/1/03 (relating to plants
                          in West Leechburg, Brackenridge and Natrona, Pennsylvania);...................       (d)
 
                   (iii)  Niagara County Industrial Development Agency, 1984, Variable Rate Industrial
                          Development Revenue Bonds, $10,000,000, due 10/1/02 (relating to plant in
                          Lockport, New York);..........................................................       (d)
 
                    (iv)  Allegheny County Industrial Development Authority, 1973 Series A, 6%
                          Industrial Revenue Bonds, $2,700,000, due 2/1/98 (relating to plants in
                          Brackenridge, Natrona, West Leechburg and Bagdad, Pennsylvania);..............       (d)
 
                     (v)  Allegheny County Industrial Development Authority, 1974 Series B, 6.5%
                          Industrial Revenue Bonds, $1,000,000, due 2/1/98 (relating to plants in
                          Brackenridge, Natrona and Bagdad, Pennsylvania);..............................       (d)
 
                    (vi)  Allegheny Valley Development Corporation, 1976 Series A, 4% Industrial Revenue
                          Bonds, $2,024,000, due 5/1/97 (relating to plant in Brackenridge,
                          Pennsylvania);................................................................       (d)
 
                   (vii)  Claremore Industrial Development Authority, 1977 Series A, 6.3%
                          Industrial Development Revenue Bonds, $4,150,000, due 11/1/07 (relating to
                          plant in Claremore, Oklahoma);................................................       (d)
 
                  (viii)  Westmoreland County Industrial Development Authority, 1986, Variable Rate
                          Urban Development Action Grant, $775,000, due 1991 through 1996 (relating to
                          plant in West Leechburg, Pennsylvania);.......................................       (d)
 
                    (ix)  Pennsylvania Industrial Development Authority, 1988, 3% Loan, $2,000,000, due
                          1989 through 2004 (relating to plant in Vandergrift, Pennsylvania);...........       (d)
 
                     (x)  Pennsylvania Sunny Day Fund, 1989, 3% Loan, $3,750,000, due 1989 through 2004
                          (relating to plant in Vandergrift, Pennsylvania);.............................       (d)
 
                    (xi)  Westmoreland County Industrial Development Authority, 1989, 3% Loan,
                          $3,000,000, due 1989 through 1999 (relating to plant in Vandergrift,
                          Pennsylvania);................................................................       (d)
 
                   (xii)  Financing Agreement dated as of December 20, 1988 between Green River Steel
                          Corporation and the Commonwealth of Kentucky, acting through the State
                          Property and Buildings Commission and the Economic Development Cabinet
                          (relating to Green River Steel Corporation Plant).............................       (d)
 
     10(a)   Credit Agreement dated June 30, 1995.........................................................     (e)
 
     10(b)   Additional Compensation Plan (1)*............................................................     (f)
 
     10(c)   Key Man Salary Continuation Program (2)*.....................................................     (f)
 
     10(d)   Benefit Restoration Plan*....................................................................     (g)
</TABLE>
 
                                       16
<PAGE>
 
<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER                                            DESCRIPTION                                           REFERENCE
   ------                                            -----------                                           ---------
<S>            <C>                                                                                       <C>
      10(f)    1987 Stock Option Incentive Plan (as amended and restated)*.............................       (c)
 
      10(g)    Performance Share Plan (as amended and restated)*.......................................       (h)
 
      10(h)    Employment Agreement between the Company and A. H. Aronson*.............................       (i)
 
      10(i)    Fee Continuation Plan for Non-Employee Directors*.......................................       (j)
 
      10(j)    Director Share Incentive Plan*..........................................................       (k)
 
      10(k)    Stock Acquisition and Retention Plan*...................................................       (l)
 
      13       Pages 19 through 38 inclusive of the Annual Report for the year ended
                 December 31, 1995 (3).................................................................       (c)
 
      21       Subsidiaries of the Registrant..........................................................       (c)
 
      23       Consent of Ernst & Young LLP............................................................       (c)
 
      27       Financial Data Schedule.................................................................       (c)
</TABLE>
 
- ---------
 
  (a)  A copy of this document, filed as an Exhibit to the Company's Quarterly
       Report on Form 10-Q for the quarter ended July 3, 1994, is hereby
       incorporated herein by reference.
 
  (b)  A copy of this document, filed as an Exhibit to the Company's Annual
       Report on Form 10-K for the year ended January 1, 1995, is hereby
       incorporated herein by reference.
 
  (c)  Filed herewith.
 
  (d)  Copies of these documents are not filed as an Exhibit to this Report
       pursuant to Item 601(b)(4)(iii). The Company will furnish such copies to
       the Commission upon request.
 
  (e)  A copy of this document, filed as an Exhibit to the Company's Quarterly
       Report on Form 10-Q for the quarter ended July 2, 1995, is hereby
       incorporated herein by reference.
 
  (f)  Copies of these documents, filed as Exhibits to the Company's
       Registration Statement on Form S-1 Number 33-12940 as heretofore filed
       with the Securities and Exchange Commission, are incorporated herein by
       reference, the Additional Compensation Plan being filed as Exhibit 10(c)
       to such Registration Statement, and the Key Man Salary Continuation Plan
       being filed as Exhibit 10(e) to such Registration Statement.
 
  (g)  A copy of this document, filed as Exhibit 10(e) to the Company's Annual
       Report on Form 10-K for the year ended December 30, 1990, is hereby
       incorporated herein by reference.
 
  (h)  A copy of this document, filed as Exhibit 10(e) to the Company's
       Quarterly Report on Form 10-Q for the quarter ended July 3, 1994, is
       hereby incorporated herein by reference.
 
  (i)  A copy of this document, filed as Exhibit 10(h) to the Company's Annual
       Report on Form 10-K for the year ended January 2, 1994, is hereby
       incorporated herein by reference.
 
  (j)  A copy of this document, filed as Exhibit 10(j) to the Company's Annual
       Report on Form 10-K for the year ended December 31, 1989, is hereby
       incorporated herein by reference.
 
  (k)  A copy of this document, filed as Exhibit 10(b) to the Company's
       Quarterly Report on Form 10-Q for the quarter ended July 4, 1993, is
       hereby incorporated herein by reference.
 
  (l)  A copy of this document, filed as Exhibit 10(b) to the Company's
       Quarterly Report on Form 10-Q for the quarter ended July 3, 1994, is
       hereby incorporated herein by reference.
 
  (1)  Presently known as the Performance Management System Plan.
 
  (2)  Presently known as the Supplemental Pension Plan for certain key
       employees of the Company.
 
  (3)  Except for those provisions specifically incorporated by reference in
       this report, the 1995 Annual Report shall not be deemed to be "filed"
       with the Securities and Exchange Commission.
 
*Management contract or compensatory plan or arrangement required to be filed as
 an exhibit to this report.
 
                                       17

