SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2004


Allegheny Technologies Incorporated
(Exact name of registrant as specified in its charter) 

           Delaware                  1-12001                25-1792394
--------------------------------  ----------------      ----------------------
(State or other jurisdiction      (Commission           (IRS Employer
 of incorporation)                File Number)          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


Item 5. Other Events

On July 27, 2004, Allegheny Technologies Incorporated issued a press release in which it announced that, in connection with the previously announced sale of 12,000,000 shares of common stock, the underwriters have exercised their over-allotment option and will purchase from the Company an additional 1,800,000 shares. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7. Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99.1 Press Release dated July 27, 2004 (filed herewith).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALLEGHENY TECHNOLOGIES INCORPORATED 


By:    /s/ Jon D. Walton
       ------------------------------------------------------
       Jon D. Walton
       Executive Vice President, Human Resources,
       Chief Legal and Compliance Officer

Dated: July 27, 2004


EXHIBIT INDEX

Exhibit 99.1 Press Release dated July 27, 2004 (filed herewith).

Exhibit 99.1

Underwriters Exercise Over-Allotment Option on Allegheny Technologies Common Stock Offering

PITTSBURGH--(BUSINESS WIRE)--July 27, 2004--Allegheny Technologies Incorporated (NYSE:ATI) announced today that, in connection with the previously announced sale of 12,000,000 shares of common stock, the underwriters have exercised their over-allotment option and will purchase from Allegheny Technologies an additional 1,800,000 shares at $17.50 per share. This completes the recent common stock offering whereby a total of 13,800,000 shares were sold with net proceeds to Allegheny Technologies of approximately $230 million, after taking into account expenses associated with the transaction.

JPMorgan and Citigroup acted as joint book-running managers for the common stock offering with Banc of America Securities and Merrill Lynch acting as co-managers.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale or an offer to buy these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

A final prospectus supplement dated July 22, 2004, relating to these securities was filed with the Securities and Exchange Commission. Copies of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained from J.P. Morgan Securities Inc., Prospectus Department, One Chase Manhattan Plaza, Floor 5B, New York, NY 10081 or Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 8th Floor, 140 58th Street, Brooklyn, NY 11220.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainties and changes in circumstances. Actual results may differ materially from those expressed or implied in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Allegheny Technologies' filings with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.

Allegheny Technologies Incorporated is one of the largest and most diversified specialty materials producers in the world with revenues of approximately $1.9 billion in 2003. The Company has approximately 9,000 full-time employees world-wide and its talented people use innovative technologies to offer growing global markets a wide range of specialty materials. High-value products include nickel-based and cobalt-based alloys and superalloys, titanium and titanium alloys, specialty steels, super stainless steel, exotic alloys, which include zirconium, hafnium and niobium, tungsten materials, and highly engineered strip and Precision Rolled Strip(R) products. In addition, we produce commodity specialty materials such as stainless steel sheet and plate, silicon and tool steels, and forgings and castings. The Allegheny Technologies website can be found at www.alleghenytechnologies.com.

CONTACT:
Allegheny Technologies Incorporated
Dan L. Greenfield
412-394-3004