EXHIBIT 5

                  [Allegheny Teledyne Incorporated Letterhead]


                                                            July 14, 1998



Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, PA  15222-5479

Ladies and Gentlemen:

         Reference is made to the Registration Statement on Form S-8
("Registration Statement") of Allegheny Teledyne Incorporated (the "Company")
related to the registration of $40,000,000 of deferred compensation obligations
(the "Deferred Compensation Obligations") and an indeterminate amount of
interests of participation offered pursuant to the Allegheny Teledyne
Incorporated Executive Deferred Compensation Plan (the "Plan").

         I am Counsel - Corporate and Securities to the Company and, in such
capacity, I have been requested to furnish an opinion to be included as Exhibit
5 to the Registration Statement. In conjunction with the furnishing of this
opinion, I have examined the Company's Restated Certificate of Incorporation and
Amended and Restated By-laws, each as amended to date, the Registration
Statement, the Plan and such other corporate documents and have made such
investigation of matters of fact and law as I have deemed necessary to render
this opinion.

         In making such examination and rendering the opinions set forth below,
I have assumed: (i) the genuineness and authenticity of all signatures on
original documents; (ii) the authenticity of all documents submitted to me as
originals; and (iii) the conformity of originals of all documents submitted to
me as certified, telecopied, photostated or reproduced copies and the
authenticity of all originals of such documents.

         I am admitted to practice law in the Commonwealth of Pennsylvania and
do not purport to be an expert on or to express any opinion on any laws other
than the laws of the Commonwealth of Pennsylvania and the federal securities
laws of the United States of America. The Plan provides that it is to be
construed, governed and administered in accordance with the laws of the State of
Delaware, a State in which I am not admitted to practice. I have assumed for the
purposes of this opinion that the laws of the State of Delaware are identical to
the laws of the Commonwealth of Pennsylvania. I have not examined the laws of
the State of Delaware to determine any differences between the laws of such
State and the laws of the Commonwealth of Pennsylvania. There will be
differences.







Allegheny Teledyne Incorporated
July 14, 1998
Page 2


         In addition, this opinion speaks as of today's date and is limited to
present statutes, regulations and judicial interpretations. I express no opinion
other than as expressly provided below (including without limitation any opinion
on the content of any prospectus). In rendering this opinion, I assume no
obligation to revise or supplement this opinion should the present laws be
changed by legislative or regulatory action, judicial decision or otherwise or
should the Plan be amended or modified.

         Based on the foregoing, I am of the opinion that the Deferred
Compensation Obligations, when issued by the Company in the manner provided
pursuant to the Plan, will be valid and binding obligations of the Company,
enforceable against the Company in accordance with the terms of the Plan,
subject, as to enforcement, (x) to bankruptcy, insolvency, reorganization,
readjustment of debt, arrangement, moratorium, fraudulent conveyance and other
laws of general applicability relating to or affecting creditor's rights
generally, and (y) to general principles of equity, whether such enforcement is
considered in a proceeding at equity or at law.

         I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                            Very truly yours,


                                            /s/ Melanie S. Cibik
                                            Melanie S. Cibik
                                            Counsel - Corporate and Securities