Registration No. 333-10245

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ALLEGHENY TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)

            DELAWARE                                     25-1792394
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

         1000 SIX PPG PLACE
       PITTSBURGH, PENNSYLVANIA                         15222-5479
(Address of principal executive offices)                 (Zip Code)

ALLEGHENY TECHNOLOGIES INCORPORATED 1996 INCENTIVE PLAN
(Full title of the plan)

JON D. WALTON
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ALLEGHENY TECHNOLOGIES INCORPORATED
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Name and address of agent for service)

(412) 394-2800
(Telephone number, including area code, of agent for service)

 

EXPLANATORY NOTE

The purpose of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-10245) is to note that (i) the Registrant has replaced the Allegheny Teledyne Incorporated 1996 Incentive Plan (the "1996 Plan") with the Allegheny Technologies Incorporated 2000 Incentive Plan (the "2000 Plan") and (ii) the 461,886 shares of the Registrant's Common Stock, par value $.10 per share (the "Common Stock"), that were registered under such Registration Statement but that, as of the date hereof, have not been issued, are carried forward to the Registrant's Registration Statement on Form S-8 filed as of the date hereof (File No. 333-______) with respect to the shares of the Registrant's Common Stock issuable under the 2000 Plan. No further shares will be issued under the 1996 Plan.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a post-effective amendment on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 26th day of September, 2000.

ALLEGHENY TECHNOLOGIES INCORPORATED


By: /s/  T. A. Corcoran
   --------------------------------------
   Thomas A. Corcoran
   Chairman of the Board, President and Chief
     Executive Officer


Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date(s) indicated:

         Signature                        Capacity                                 Date
         ---------                        --------                                 ----
/s/  T. A. Corcoran           Chairman of the Board, President and            September 26, 2000
-------------------------     Chief Executive Officer (Principal
Thomas A. Corcoran            Executive Officer) and a Director


/s/  R. J. Harshman           Vice President-Controller and Acting Chief      September 26, 2000
-------------------------     Financial Officer (Principal Financial
Richard J. Harshman           Officer and Principal Accounting Officer)


/s/  R. P. Bozzone            Vice Chairman of the Board and a Director       September 26, 2000
-------------------------
Robert P. Bozzone

/s/  P. S. Brentlinger        Director                                        September 26, 2000
-------------------------
Paul S. Brentlinger

/s/  F. V. Cahouet            Director                                        September 26, 2000
-------------------------
Frank V. Cahouet

/s/  D. C. Creel              Director                                        September 26, 2000
-------------------------
Diane C. Creel

 

         Signature                       Capacity                                 Date
         ---------                       --------                                 ----
                              Director                                        September 26, 2000
----------------------------
C. Fred Fetterolf

/s/ R. J. Groves              Director                                        September 26, 2000
----------------------------
Ray J. Groves

/s/ G. J. Kourpias            Director                                        September 26, 2000
----------------------------
George J. Kourpias

/s/ W. C. McClelland          Director                                        September 26, 2000
----------------------------
W. Craig McClelland

/s/ J. L. Murdy               Executive Vice President and a Director         September 26, 2000
----------------------------
James L. Murdy

/s/  W. G. Ouchi              Director                                        September 26, 2000
----------------------------
William G. Ouchi

/s/ C. J. Queenan, Jr.        Director                                        September 26, 2000
----------------------------
Charles J. Queenan, Jr.

/s/ J. E. Rohr                Director                                        September 26, 2000
----------------------------
James E. Rohr