UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 27, 2006
 
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation)		   1-15295
(Commission File Number)		   25-1843385
(I.R.S. Employer Identification No.)
         
12333 West Olympic Boulevard
Los Angeles, California
(Address of principal executive offices)		   90064-1021
(Zip Code)

Registrant’s telephone number, including area code: (310) 893-1600


Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
o
   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    
o
   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    
o
   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    
o
   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))
 
 

Item 7.01. Regulation FD Disclosure.
On January 27, 2006 Teledyne Technologies Incorporated completed its acquisition of Benthos, Inc. following the requisite approval of Benthos’ shareholders at a special meeting held on January 27, 2006.


A Press Release issued by Teledyne on January 27, 2006, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits
(c)   Exhibits
          Exhibit 99.1 Press release dated January 27, 2006.

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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.

         
  TELEDYNE TECHNOLOGIES INCORPORATED
 		  
  By:   /s/ Dale A. Schnittjer    
    Dale A. Schnittjer   
    Senior Vice President and Chief Financial Officer   
 
Dated: January 31, 2006

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EXHIBIT INDEX

Description
Exhibit 99.1     Teledyne Technologies Incorporated Press Release dated January 27, 2006

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Exhibit 99.1
(Logo Omitted)
Teledyne Technologies Incorporated
12333 West Olympic Boulevard
Los Angeles, CA 90064-1021
News Release
 
Teledyne Completes Acquisition of Benthos

LOS ANGELES — January 30, 2006 — Teledyne Technologies Incorporated (NYSE: TDY) announced today that it has completed its acquisition of Benthos, Inc. (Nasdaq: BTHS) following the requisite approval of Benthos’ shareholders at a special meeting held on January 27.

Under the terms of the transaction, Teledyne will pay $17.50 in cash per common share of Benthos. The aggregate consideration for the outstanding Benthos shares was approximately $40.6 million (including payments for the settlement of outstanding stock options) or approximately $31.1 million taking into account Benthos’ net cash at September 30, 2005.


Teledyne funded the acquisition primarily from borrowings under its $280 million credit facility.

Teledyne Technologies is a leading provider of sophisticated electronic components, instruments and communication products, systems engineering solutions, aerospace engines and components and on-site gas and power generation systems. Teledyne Technologies has operations in the United States, the United Kingdom, Mexico and Canada. For more information, visit Teledyne Technologies’ website at www.teledyne.com.

Forward-Looking Statements Cautionary Notice
This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, with respect to an acquisition. Actual results could differ materially from these forward-looking statements. Many factors, including the company’s ability to integrate the acquisition and achieve potential synergies, could change anticipated results.

     
Investor
  Jason VanWees
Contact:
  (310) 893-1642
 
   
Press
  Robyn McGowan
Contact:
  (310) 893-1640