SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 11-K


(Mark One)

 X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT --- 
OF 1934 (FEE REQUIRED) for the fiscal year ended December 31, 1996, or

     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITES EXCHANGE
- ---  ACT OF 1934 (NO FEE REQUIRED) for the transition period from

                               to                               .
- -------------------------------  -------------------------------


                  COMMISSION FILE NUMBER 1-12001.

           A.  Teledyne Savings and Retirement Supplement Plan

           B.  Allegheny Teledyne Incorporated
               1000 Six PPG Place
               Pittsburgh, PA   15222





                              ANNUAL REPORT ON FORM 11-K
                 FOR THE TELEDYNE SAVINGS AND RETIREMENT SUPPLEMENT PLAN
                       FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996


Pursuant  to the  section  of the  General  Instructions  to Form 11-K  entitled
"Required Information," the Annual Report on Form 11-K for the fiscal year ended
December 31, 1996, consists of the audited financial  statements of the Teledyne
Savings and  Retirement  Supplement for the fiscal year ended December 31, 1996,
and  the  related  schedules  thereto.   The  Teledyne  Savings  and  Retirement
Supplement  Plan is subject to the Employee  Retirement  Income  Security Act of
1974, as amended ("ERISA"),  and in accordance with Item 4 of the section of the
General Instructions to Form 11-K entitled "Required Information," the financial
statements  and  schedules  furnished  herewith have been prepared in accordance
with the financial reporting  requirements of ERISA, in lieu of the requirements
of Item 1-3 of that section of the General Instructions.





                          Audited Financial Statements

                                     for the

                  Teledyne Savings and Retirement Supplement Plan

                                       for

                      Years ended December 31, 1996 and 1995
                        with Report of independent Auditors

                      have been filed under cover of Form SE
                       pursuant to General Instruction E of
                       Form 11-K and Reg. Section 232.311





                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Trust  Administrative  Committee has duly caused this annual report to be signed
on its behalf by the undersigned thereunto duly authorized.


                                           TELEDYNE SAVINGS AND RETIREMENT
                                           SUPPLEMENT PLAN



Date:  June 27, 1997                       By: /s/ Douglas J. Grant
                                               ------------------------------
                                               Douglas J. Grant
                                               Member, Trust Administrative
                                                 Committee





                             EXHIBIT INDEX
                             -------------


The following exhibit is filed as part of this Annual Report on Form 11-K:


Exhibit No.
- -----------

    23.1         Consent of Independent Auditors - Ernst & Young LLP

    23.2         Consent of Independent Accountants - Arthur Andersen LLP






                                                                   EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 2-52617) pertaining to the Teledyne Savings & Retirement Supplement Plan
of Allegheny  Teledyne  Incorporated  of our report  dated June 23,  1997,  with
respect to the  financial  statements  and  schedules of the Teledyne  Savings &
Retirement  Supplement  Plan  included in this Annual Report (Form 11-K) for the
year ended December 31, 1996.



                                          /s/ ERNST & YOUNG LLP
                                          ---------------------
                                          ERNST & YOUNG LLP


Pittsburgh, Pennsylvania
June 23, 1997








                                                                   EXHIBIT 23.2


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of our
report  dated  June 27,  1996  included  in this Form 11-K,  into the  Company's
previously filed Registration Statement File No. 2-52617.



                                          /s/ Arthur Andersen LLP
                                          -----------------------
                                          Arthur Andersen LLP


Los Angeles, California
June 26, 1997