Exhibit 10.8


                                 AMENDMENT NO. 3
                                       TO
                       TELEDYNE TECHNOLOGIES INCORPORATED
               1999 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN

                       Effective upon Stockholder Approval

      Effective upon stockholder approval at the 2003 Annual Meeting of
Stockholders of Teledyne Technologies Incorporated (the "Company"), or any
adjournment thereof, Section 1.4 of the Teledyne Technologies Incorporated 1999
Non-Employee Director Stock Company Plan, as amended (the "Plan"), is hereby
amended to read in its entirety as follows:

      1.4. Shares Subject to the Plan. The shares to be offered under the Plan
      shall consist of the Company's authorized but unissued Common Stock or
      treasury shares and, subject to adjustment as provided in Section 5.1
      hereof, the aggregate amount of such stock which may be issued or subject
      to Stock Options issued hereunder shall not exceed 400,000 shares. If any
      Stock Option granted under the Plan shall expire or terminate for any
      reason, without having been exercised or vested in full, as the case may
      be, the unpurchased shares subject thereto shall again be available for
      issuance under the Plan. Stock Options granted under the Plan will not be
      qualified as "incentive stock options" under Section 422 of the Code.

      Capitalized terms used and not otherwise defined in this Amendment No. 3
have the meanings ascribed to such terms in the Plan.