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):      March 7, 1997



                         ALLEGHENY TELEDYNE 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.
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            William P.  Rutledge  has  resigned as a member of the  registrant's
            Board of Directors effective March 7, 1997. As previously disclosed,
            Mr. Rutledge  resigned his positions as the  registrant's  President
            and Chief  Executive  Officer on February  12,  1997  citing  family
            reasons, and the registrant's Chairman, Richard P. Simmons was named
            President and Chief Executive Officer.

            Douglas   J.   Grant  has   resigned   as  the   registrant's   Vice
            President-Finance  and Deputy  Chief  Financial  Officer,  effective
            immediately,  for personal and family reasons. He continues to serve
            as  the  Vice   President-Finance   for  the  registrant's  Teledyne
            subsidiaries.  James L. Murdy,  Executive Vice President-Finance and
            Administration  and  Chief  Financial  Officer,  now  also serves  
            as the registrant's chief accounting officer.

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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.


                                    ALLEGHENY TELEDYNE INCORPORATED


March 10, 1997                      By:/s/Jon D. Walton
                                       ----------------------------
                                          Jon D. Walton
                                          Vice President, General
                                                Counsel and Secretary

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