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                                                                EXHIBIT 10.4


                        ALLEGHENY TELEDYNE INCORPORATED

                           FEE CONTINUATION PLAN FOR

                             NON-EMPLOYEE DIRECTORS

                           (AS AMENDED AND RESTATED)

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                        ALLEGHENY TELEDYNE INCORPORATED

                FEE CONTINUATION PLAN FOR NON-EMPLOYEE DIRECTORS

1.  Purpose

     The purpose of this Fee Continuation Plan for Non-Employee Directors (the
"Plan") of Allegheny Teledyne Incorporated (the "Company") is to provide for
fee continuation payments for any person, including a retired officer or
employee of the Company, who meets a minimum service requirement as a
non-employee Director of the Company and meets other eligibility requirements
set forth herein. The existence of this Plan will better enable the Company to
attract and retain individuals of exceptional ability to serve as non-employee
Directors of the Company.

     The Plan was originally adopted by the Board of Directors of Allegheny
Ludlum Corporation ("ALC") effective January 1, 1990, and prior to the
combination of the businesses of ALC and Teledyne, Inc. The Company desires to
assume the Plan and to amend and restate the Plan, effective January 1, 1997.
The Plan as in effect prior to this amendment and restatement shall apply only
to eligible non-employee Directors who retired prior to January 1, 1997.


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2.  Administration

     The Plan shall be administered by the Vice President, General Counsel and
Secretary of the Company who shall have authority to adopt rules and
regulations from time to time for carrying out the Plan and to interpret,
construe, and administer its provisions. The decisions of the Vice President,
General Counsel and Secretary shall be final and binding upon all parties.

3.  Eligibility; Years of Service

     A. Each person who is a non-employee member of the Board of Directors of
the Company shall become a Participant in the Plan as of the date such person
commences service as a non-employee Director, provided, however, that a
Participant shall be eligible to receive benefits under this Plan only upon
meeting the conditions set forth in Section 3.B.

     B. Each Participant who has attained five (5) or more Years of Service
shall be eligible to receive payments under the Plan.

     C. For the purposes of this Plan, "Years of Service" shall be the number
of years, whether or not consecutive, of the Participant's service as a
non-employee Director, up to a maximum of ten (10) years. A Participant who is
a Director on January 1, 1997 shall receive credit for all periods of service
as a Director of ALC or Teledyne, Inc. prior to August 15, 1996.

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4.  Cash Payments

     Fee continuation payments shall be payable in cash to a Participant
beginning the calendar quarter after the termination of service as a Director
or, if applicable, to a Participant's spouse or other designated beneficiary or
estate beginning the calendar quarter after the termination of service as a
Director, and shall continue at the rate of one year of benefit for each Year
of Service. The benefit shall be in an amount equal to the annual retainer fee
for Directors in effect immediately prior to the termination of such
Participant's service as a Director.

5.  Disqualification

     An individual shall be disqualified from participating in this Plan at any
time if he or she takes any action that is deemed to be contrary to the best
interest of the Company.

6.  Amendment and Termination of Plan

     The Board of Directors may from time to time amend, modify, suspend, or
terminate this Plan, provided however that no such amendment, modification,
suspension, or termination shall reduce or in any manner adversely affect any
Participant's rights with respect to benefits that are payable or may become
payable under Section 4 as of the date of such amendment, modification,
suspension, or termination.

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7.  Miscellaneous

     This Plan shall not be construed as conferring any rights upon any
Director to continue as a Director for any period of time, or at any particular
rate of compensation.

     The right to receive fee continuation payments shall be a claim against
the general assets of the Company as an unsecured general creditor. The Company
may, in its absolute discretion, establish one or more trusts or reserves which
may be funded, by reference to the Company's fee continuation payment
obligations hereunder or otherwise.

     The right to fee continuation payments under this Plan shall not be
assigned, anticipated, alienated, sold, transferred, pledged, or encumbered in
any manner.

     If any individual ceases to be a Director of the Company before completing
five (5) Years of Service, all liability of the Company under this Plan shall
terminate. 

     This Plan shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania, excluding any choice of law
provisions which may indicate the application of the laws of another
jurisdiction.


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