SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
May 30, 2008

via U.S. mail and facsimile

Patrick Hassey, Chief Executive Officer Allegheny Technologies Incorporated  1000 Six PPG Place Pittsburgh, Pennsylvania   15222-5479
 RE: Allegheny Technologies Incorporated
  Form 10-K for the Fiscal Year Ended December 31, 2007
  Filed February 26, 2008   Form 10-Q for the Fiscal Quarter Ended March 31, 2008
Filed May 9, 2008
  Definitive Proxy Statement
Filed March 25, 2008
  File No. 001-12001
Dear Mr. Hassey:

We have reviewed the above referenced filing and have the following comments.
Where indicated, we think you should revise your  disclosures in future filings in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2007

 Item 1. Business, page 3

1. In future filings, please address the exte nt to which any of your segments is
dependent on a single customer, or a few customers, the loss of any one or more

Patrick Hassey
Allegheny Technologies Incorporated May 30, 2008 Page 2
of which would have a material adverse effect on the segment.  We note, for
example, that your high performance meta ls segment serves the aerospace and
defense industries—which accounted for approximately 31% of your sales during
fiscal year 2007—by providing a variety of metals, including alloys for
commercial and military jet engines.  Due to consolidation in the aerospace and
defense industries, it seems possible that  while there may be fewer customers for
your products some of those customers may now be purchasing more products
from your high performance metals segmen t.  Please see Item 101(c)(1)(vii) of
Regulation S-K.  In addition, we believ e your business sectio n disclosure would
be enhanced if you included more inform ation about the types of customers to
which your segments sell their products a nd the uses to which those customers put
those products.  For example, if true, you could note that your high performance
metals segment provides alloys to GE Av iation that are used to make components
for jet engines.
2. We note your discussion on page 15 of risks associated with government
contracts, particularly the fact that some of your operating companies perform
work directly for the U.S. government.  In future filings please address whether any material portion of your business might  be subject to rene gotiation of profits
or termination of contracts or subcontrac ts at the election of the U.S. or other
governments.  Please see Item 101(c)(1)(ix) of Regulation S-K.

Item 7. Management’s Discussion and Analys is of Financial Condition . . ., page 21

 Financial Condition and Liquidity, page 37

3. We note your statement on page 37 that you “have no off-balance sheet financing
relationships with variable in terest or structured finance entities.”  This statement
is narrower than the scope of the o ff-balance sheet arrangements disclosure
requirement contained in Item 303(a)(4) of Regulation S-K.  In future filings, please address all off-balance sheet arra ngements contemplated by Item 303(a)(4)
of Regulation S-K.

Item 7.A.
 Quantitative and Qualitative Disc losures About Market Risk, p.48
4. In future filings, please disclose the extent  to which financial instruments used to
manage commodity and energy exposu res have impacted the corresponding
financial statement line items. Disclose al so the extent to which future energy and
commodity requirements are covered by ex isting financial instruments. Such
disclosure is necessary fo r readers to fully understand the significance of these
activities. If the amounts are immaterial, then please disclose that fact.

Patrick Hassey
Allegheny Technologies Incorporated May 30, 2008 Page 3  Note 11 – Financial Information for Subsidiary Guarantors, p. 75

5. The December 31, 2007 and 2005 statements of  cash flows report that the parent
generated operating cash flows even  though it has no cash and generates no
revenue. Given the materiality of thes e amounts to consolidated operating cash
flow, please tell us the source of these cash flows. The guidance in paragraph 136
of SFAS 95 regarding the classification of intercompany advances may be
relevant. Note that the re ported cash flow balances should only be impacted by
actual cash transactions o ccurring during the period.

Form 10-Q for the Fiscal Quarter Ended March 31, 2008
 General

6. Please provide us with an expanded desc ription and accounting analysis of the
transactions underlying the $49.6 million recl assification referenced in Note 3.
The existing disclosure addresses a shar e repurchase but it is not clear whether a
repurchase occurred during the March 31, 2007 quarter. Further, it is not clear
why the adjustment caused a decrease in reported financing cash flows instead of
an increase as described in paragraph 19.e. of SFAS 95, if applicable. We note
that this issue appears to also have a material impact on reported December 31,
2007 financing cash flows.

Proxy Statement for 2008 Annua l Meeting of Stockholders
 Compensation Discussion and Analysis, page 26

7. We note that your compensation discussi on and analysis disclosure contains
information about compensation programs available to all of your managerial
employees.  While some of this informati on is applicable to your named executive
officers, some of it is not, such as th e information about your discretionary bonus
plan—for which your executive officers are ineligible.  Your compensation
discussion and analysis disc losure should focus on your named executive officers.
In future filings please focus your compensation discussion and analysis
disclosure on providing clear, concise a nd understandable disclosure of all plan
and non-plan compensation awarded to, earned by, or paid to your named
executive officers.  In addition, please strive  to make this section easier to read
by, for example, eliminating redundancies and omitting discussions that are not
directly related to your named executive o fficers.  Please see Item 402(a) and (b)
of Regulation S-K.
8. We note that throughout your compensation discussion and analysis disclosure
you make reference to your compensa tion committee receiving advice from

Patrick Hassey
Allegheny Technologies Incorporated May 30, 2008 Page 4
outside advisors and other unspecified partie s.  In future filings please identify the
parties from whom your compensation co mmittee receives advice or with which
the committee consults.
9. In future filings, please consider adding illustrations to demonstrate the operation
of the formulas or measures used to de termine the size of pa youts under the equity
and non-equity compensatory plans in which your named executive officers participate.
10. In future filings, please disclose how th reshold, target and maximum targets are
set for the Annual Incentive Plan and the Key Executive Performance Plans and why your compensation committee selected those targets.

Summary Compensation Table, page 39

11. We note your footnote disclosure to the non-equity incentive plan compensation
column in the summary compensation table.  The footnote disclosure does not provide sufficient information to enable an  investor to determine how much of the
total reported amount in the non-equity incentive plan compensation column for
each year was contributed by each plan.  In future filings, please itemize by plan name and dollar amount each of the component s that together c onstitute the dollar
amount reported in the non- equity incentive plan comp ensation column for each
year.

Grants of Plan-Based Awards for 2007, page 41

12. We note that you have not disclosed th e specific numerical  targets for the
performance goals for your 2007 Annual Incentive Plan and your actual
performance with respect to meeting t hose targets.  Similarly, you have not
disclosed the operational goals for your Key Executive Performance Plans or the
performance criteria for your Performan ce/Restricted Stock Program.  As these
targets and goals appear to be material to your decisions regarding the amount of
compensation and awards granted under these plans, you must disclose them, or tell us supplementally why disclosure of  the targets would be likely to cause you
substantial competitive harm.  As noted in Instruction 4 to Item 402(b), this is the
same standard that would apply to requests for confiden tial treatment of
confidential trade secrets or  confidential commercial or financial information
pursuant to Rule 406 under the Securities  Act of 1933, as amended, and Rule 24b-
2 under the Securities Exchange Act of 1934, as amended.  Please note that we
may have additional comments on whether you have met the standards for treating the information confidentially.

*    *    *    *

Patrick Hassey
Allegheny Technologies Incorporated May 30, 2008 Page 5
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence the undersigned Accounting Branch  Chief at (202) 551-3355 if you have
questions regarding comments on the financial statements and related matters. Please
contact Dieter King at (2 02) 551-3338 if you have quest ions concerning comments
related to legal matters.
Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f