SecProbe.io

January 21, 2011

Via U.S. Mail and Facsimile

James D. Walton Executive Vice President, Human Resources
Chief Legal and Compliance Offi cer and Corporate Secretary
Allegheny Technologies Incorporated 1000 Six PPG Place Pittsburgh, Pennsylvania 15222
Re: Allegheny Technologies Incorporated
Registration Statement on Form S-4 Filed December 27, 2010
  File No. 333-171426

Dear Mr. Walton:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Registration Statement on Form S-4

General

1. Please note that if you update your financial in formation, and as a result, significance test
thresholds are exceeded, you will need to pr ovide pro forma financial statements and
comparative financial data tables.
2. Please provide us with copies  of all materials prepared by Baird and shared with the
Ladish board of directors and their representa tives.  This includes copies of the board
books and all transcripts and video presentations.

James D. Walton Allegheny Technologies Incorporated January 21, 2011 Page 2

3. Please provide us with all financial projecti ons and forecasts prepared by Ladish that
were used by Baird in preparing the analys is relating to its fairness opinion.  As one
example, we note the disclosure in Baird’s fairness opinion that it reviewed “financial
forecasts concerning the business and operations of [Ladish] as prepared and furnished to
[Baird] for purposes of [Baird’s] analysis by [Ladish’s] management . . . as well as the
contemplated synergies associated with the Me rger as prepared and furnished to [Baird]
for purposes of [Baird’s] analysis by [Ladish’ s] management.”  In addition, we note that
Baird reviewed certain potential pro forma fi nancial effects of the merger that were
prepared by Ladish and furnished to Baird.  Pl ease note that these projections must also
be disclosed in your filing.

4. Please note that all exhibits  and appendices are subject to  our review.  Accordingly,
please file or submit all of your exhibits with you next amendment or as soon as possible.
Please note that we may have comments on th ese exhibits once they are filed, as well as
the related disclosure in the filing.  Please understand that we will need adequate time to
review these materials before  accelerating effectiveness.
 Proxy Statement/Prospectus Cover Page/Letter to Shareholders

5. Please revise your descriptions of the merger to describe the transaction in clear, plain
English. Please state simply that Alleghe ny will acquire you through a merger and you
will cease to be a public company.

6. Because this letter to shareholders also serves as soliciting material, strive for a balanced
presentation.  Where you include the board s’ recommendation here and elsewhere,
disclose with equal prominence that board member s will directly benefit from the merger.
Added

7. Please disclose the total amount of  securities being offered.  See  Item 501(b)(2) of
Regulation S-K.
8. In addition to specifying the date by whic h shareholders must request copies of
documents incorporated by reference into the proxy statement/prospectus, please disclose
that to obtain timely delivery of such in formation, shareholders must request the
information no later than five business days  before the date they must make their
investment decision.  See
 Item 2 of Form S-4.
 Questions and Answers about the Special Meeting, page ii

9. You currently repeat information in your Q&A and Summary secti ons. For example, you
have identical disclosure re garding the United States federal income tax consequences
and potential conflicts of interests for pers ons involved in the merger.  The Q&A should
not repeat any information that appears in the Summary, and the Summary should not
repeat information in the Q&A.  For pur poses of eliminating redundancies and grouping

James D. Walton Allegheny Technologies Incorporated January 21, 2011 Page 3

like information together, please view your  Q&A and Summary as one section. When
revising these sections, please disclose proced ural information about the proposals in the
Q&A (i.e., voting procedures and appraisal ri ghts) and substantive information about the
terms of the merger, includi ng taxation, in the Summary.

Q:  What are the United States federal inco me tax consequences of  the merger?, page iii

10. Please delete the word “generally” from this  disclosure and provide a firm conclusion
regarding the material federal tax consequences to investors.  Please state that this is
counsel’s opinion and identify c ounsel.  Please also comply with this comment on page 2
and see our related comment below rega rding your tax disclosure on page 61.

Q:  Do persons involved in the merger have inte rests that may conflict with mine as a Ladish
shareholder?

11. Please add disclosure regarding the fact that Ladish’s executive officers will receive
deferred compensation upon consummation of th e merger.  Please also quantify, to the
extent possible, the interests that will be  received by these individuals. Please also
comply with this comment on pages 2, 14 and 43.
Q:  How many votes are required for the approval of each item?, page vi

12. Please revise your disclosure to provide the pe rcentage of outstandi ng shares entitled to
vote that are held by directors, executive o fficers and their affiliat es and the number of
votes required to approve and adopt the merg er agreement.  Please also disclose the
number of votes required to approve and adopt the merger agreement on page 22 under
“Stock Ownership and Voting by Ladish’s Directors and Executive Officers.”  See  Item
3(h) of Form S-4.
Q: Can Ladish terminate the merger agreement in  order to accept a superior proposal to acquire
Ladish?, page vii

13. Please revise your disclosure to specify (1 ) the circumstances under which Ladish may
terminate the merger agreement in order to accept a superior proposal, including that the
“superior proposal” must be unsolicited; a nd (2) the circumstances under which Ladish
will be required to pay a $31 million termina tion fee in order to accept such superior
proposal.  Please also revise your disclosure  elsewhere throughout the prospectus, as
appropriate, including on pages 3 and 13.
Q:  Will the shareholder vote to approve the merger occur before regulatory approval of the
merger?, page vii

14. We note that on January 4, 2011, Ladish issued a press release stati ng that the review
period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had

James D. Walton Allegheny Technologies Incorporated January 21, 2011 Page 4

expired.  Please update your disclosure here , and elsewhere throughout  the prospectus, as
appropriate, including on pages 4, 13 and 45.

Summary, page 1

Opinion of Ladish’s Financial Advisor, page 2
15. Please disclose the amount to be paid to the financial advisor as well as the amount
contingent upon consummation of the proposed merger.
 Litigation Relating to the Merger, page 6

16. Please disclose, if true, that the terminati on fee would not have to be paid should the
merger not occur as a re sult of this litigation.

Litigation Relating to the Merger, page 6
17. Please supplementally provide us with copies of the complaints for the lawsuits brought
by and on behalf of Ladish shareholders in Wi sconsin state court and in the United States
District Court for the Easter District of Wisconsin and update this information
accordingly.
The Rights of Ladish Shareholders Followi ng the Merger Will Be Different, page 6

18. Concisely summarize the material differences between the rights of shareholders holding
stock in a Wisconsin corporat ion versus a Delaware corporation.  Please also comply
with this comment on page 16.
Risk Factors, page 12

 ATI will incur significant transaction and merger-rela ted costs in connection with the merger . . .,
page 15

19. Please revise to also discuss the costs that Ladish will incur, and please quantify the
transaction and merger-related costs for both ATI and Ladish, to the extent possible.

Certain existing indebtedness of Ladish, if not refinanced, amended or repaid . . ., page 16

20. Please quantify the current existing indebtedne ss of Ladish, and discuss any plans to
refinance, amend or repay such indebtedness.   Further, please discuss here, or elsewhere
as appropriate, the Senior Notes Offering conducted by ATI that priced on January 4,
2011 and that will be used by ATI to fund th e cash portion of the merger consideration.

James D. Walton Allegheny Technologies Incorporated January 21, 2011 Page 5

Ladish shareholders will have a significantly reduced ownership a nd voting interest . . ., page 16

21. Please provide a comparison of the percentage ownership that each Ladish shareholder
currently has in Ladish with the percentage ownership they will have in ATI immediately
following the merger.
The Merger, page 24
22. Please revise your disclosure to provide a de tailed discussion of the negotiation of the
material terms of the merger agreement in cluding the structure of  the transaction, the
determination of the exchange ratio (including the decision to use a fixed exchange ratio),
the termination fee, and all other material terms.

Background of the Merger, page 24

23. The discussion in this section should describe in sufficient detail who initiated contact
among the parties, identify all parties present at the meetings, explain the material issues
discussed, and the positions taken by thos e involved in each meeting.  The following
comments provide some examples of where we believe you can enhance your disclosure
in this regard.  Please be advised that these comment ar e not exhaustive and that you
should reconsider the backgr ound section in its entirety wh en determining where to
augment your disclosure.  We may have additional comments.

24. We note your disclosure that ATI and Ladish  have had a long-standing customer/supplier
relationship.  Please revise your disclosu re to further describe the pre-existing
relationship between ATI and Ladish, incl uding quantifying both the length of the
relationship and significance of the purchases  that Ladish has made from ATI, as
discussed on page 24. Please also describe wh at aspects of your hi storical performance
and future prospects led Ladish to consid er entering into strategic alternatives.

25. We note that in May 2009, L. Patrick Hassey contacted Kerry L. Woody to suggest that
ATI and Ladish consider a poten tial strategic combin ation.  Please discuss in more detail
why contact was initiated at that time, in cluding why ATI decide d to pursue a business
transaction at that point in time.
26. Please revise your disclosure to discuss th e details of the August 30, 2009 conversation
between Mr. Hassey and Mr. Woody, includi ng the strategic reasons and potential
benefits of combining the companies.

27. We note your disclosure on page 25 that fo llowing the retirement of Mr. Woody, the
Ladish board concluded that, due to mana gement changes and the current economic
climate, it was not an appropriate time to explore a strategic combination with ATI.
Please expand your disclosure to discuss why the Ladish board came to this conclusion,
including why the management changes and current economic climate would make such a business combination unfavorable.

James D. Walton Allegheny Technologies Incorporated January 21, 2011 Page 6

28. Please expand your disclosure regarding the Oc tober 6, 2009 meeting of  ATI’s board.  In
particular, please provide the details relating to the following discus sions that took place
at the meeting:

• The significance of recent tre nds in Ladish’s stock price;

• The strategic rationale for the merger;

• The potential synergies anticipated to  result from the proposed merger;

• The potential pro forma impact of the merger on ATI’s earnings per share; and

• The relative contributions of ATI and Ladi sh to various financial metrics of the
combined company, including whether the bo ard reviewed any financial analysis
or projections that were pr epared by management, a financial advisor, or another
third party.

29. We note your disclosure that on October 13, 2009, ATI proposed that the form of
consideration for the proposed merger would be ATI stock. Please disclose the reasons
why an all-stock merger was originally proposed.
30. Please revise your disclosure regarding the November 6, 2009 contact between Mr.
Vroman and Mr. Hassey to disclose why Ladish ’s long-term strategic plan for growth and
expansion caused the Ladish board to conclude  that it was not an appropriate time to
pursue a business combination.

31. Please disclose whether the interest e xpressed by Bidder X on March 25, 2010 in a
business combination with Ladish was unsol icited.  In addition, we note that during
meetings of the Ladish board in August 2010, the board discussed othe r potential partners
for a business combination.  Please revise your  disclosure to discuss whether any other
potential partners were contacted, and the re asons for not pursuing those other potential
partners.

32. We note your disclosure that in April 2010, ATI retained Cred it Suisse Securities (USA)
LLC as its financial advisor.  However, there is no other disclosure about the role played
by Credit Suisse.  Please advise us  as to Credit Suisse’s role as financial advisor for ATI.
We may have additional comments based on your response.
33. We note that at the May 4, 2010 meeting of th e Ladish board, representatives of Baird
discussed with the Ladish board Baird’s pre liminary valuation analyses.  Please ensure
that your disclosure provides a materially complete summary of the materials that were provided to the Ladish board, including all of the information required by Item 1015(b)
of Regulation M-A.  Please also provide us with a supplemental copy of such materials as
requested in our comment above.

James D. Walton Allegheny Technologies Incorporated January 21, 2011 Page 7

34. With respect to your disclosure at the bottom of  page 26, please revise your disclosure to
identify the alternative structures and forms of consideration that were discussed in the
conversations between ATI and Ladish, incl uding the reasons fo r not pursuing such
alternatives.  Please also clar ify the role of the financia l advisors during this time.

35. We note that, as disclosed on page 27, the offers made by both Bidder X and ATI were
“essentially equal.”  Please disclose why Ladish decided to try to convince ATI, as
opposed to Bidder X, to mate rially increase its offer.

36. We note your disclosure in the last paragr aph on page 27 that Mr . Hassey proposed that
Mr. Vroman ask the Ladish boa rd of directors whether it w ould view favorably an offer
of $48.00 per share of Ladish common stock, paid  one half in shares of ATI and one half
in cash.  Please disclose how Mr. Hassey determined that this proposed offer was
appropriate, and how the Ladish board of dir ectors determined that such an offer was
favorable.

37. Please revise your disclosure regarding th e November 4, 2010 meeting of the Ladish
board to describe the presentation made by re presentatives of ATI regarding ATI’s plans
for the combined company.

38. Please disclose the name of the director th at dissented from the board’s determination
that the proposed merger agreement and transactions contemplated thereby were
advisable, fair to and in the best interests of