SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
March 12, 2010

via U.S. mail and facsimile

Patrick Hassey, Chief Executive Officer   Allegheny Technologies, Inc. 1000 Six PPG Place Pittsburgh, Pennsylvania 15222-5479
 RE: Allegheny Technologies, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed February 25, 2010   File No. 1-12001
Dear Mr. Hassey:

We have reviewed the above referenced filings 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, 2009

 Management’s Discussion and Analysis of Financial Condition . . . , page 17

 High Performance Metals, page 21 and Flat-Rolled Products, page 25

1. We note your disclosure that you have en tered into long-term agreements with
Rolls-Royce plc, GE Aviation and The Boeing Company as well as long-term supply agreements with certain customer s.  These agreements appear to be
material to your business but do not appear  to have been publicly filed with your

Mr. Hassey
Allegheny Technologies, Inc. March 12, 2010 Page 2
reports.  Please tell us why you believe  you are not required to file these
agreements.  Please refer to Item 601(b )(10) of Regulation S-K generally and
Item 601(b)(10)(ii)(B ) specifically.

2008 Compared to 2007, page 25

2. Please fully explain to us how the significant 2008 4th quarter decline in raw
materials prices (pp. 29-30) impacted your December 31, 2008 lower of cost or
market analysis.  Please also demonstr ate to us how your reserve accounting is
consistent with SAB 5:BB.

Controls and Procedures, page 80
 Disclosure Controls and Procedures, page 80

3. In future filings, please include a refere nce to the rule that defines the term
“disclosure controls and procedures” (i .e., Rule 13a-15(e) or Rule 15d-15(e)
under the Securities Exchange Act of 1934, as amended).  Please refer to Item 307 of Regulation S-K.

Exhibits, Financial Statements and Fi nancial Statement Schedules, page 83

4. We note your use of the following disclaim er with respect to  the certifications
required by Rule 13a-14(a) or Rule 15d-14( a) under the Securities Exchange Act
(i.e., Exhibits 31.1 and 31.2):

“The Exhibit attached to this Form 10-K shall not be deemed “filed” for
the purposes of Section 18 of the S ecurities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to liability under that section, nor
shall it be deemed incorporated by reference in an y filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.”

This disclaimer is inappropriate, as th e certifications required by Rule 13a-14(a)
or Rule 15d-14(a) are considered to be pa rt of your annual report on Form 10-K.
In future filings, please refrain from us ing this or any similar disclaimer in
connection with thes e certifications.
 Exhibit 10.10 and Exhibit 10.18

5. We note that neither the Credit Agreemen t filed as Exhibit 10.1 to your Form
10-Q filed on August 2, 2007 nor the First Amendment to Credit Agreement filed
as Exhibit 10.1 to your Form 8-K file d on June 3, 2009 contain any of the
corresponding schedules and exhibits.  Pl ease file complete copies of these

Mr. Hassey
Allegheny Technologies, Inc. March 12, 2010 Page 3
agreements, including all of their sc hedules and exhibits, with your next
Exchange Act report.
 Exhibits 31.1 and 32.2

6.  We note that in paragraphs two and thr ee you refer to “annual report” rather than
“report.”  In future filings, please provid e certifications that set forth the exact
language of paragraphs two and three as  presented in Item 601(b)(31) of
Regulation S-K.
*    *    *    *

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 comme nts 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 Al Pavot at (202) 551-3738, or th e undersigned Accounting Branch Chief at
(202) 551-3355 if you have questions regard ing comments on the financial statements

Mr. Hassey
Allegheny Technologies, Inc. March 12, 2010 Page 4  and related matters. Please contact Chambr e Malone, Staff Attorn ey, at (202) 551-3262
with any legal related questions.
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