SecProbe.io

February 15, 2011

Via U.S. Mail and Facsimile

Jon 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
Amendment No. 1 to Registrati on Statement on Form S-4
Filed February 1, 2011
  File No. 333-171426

Dear Mr. Walton:

We have reviewed your response letter da ted January 31, 2011 and the above-referenced
filing, and have the following comments.

General

1. We note that you have not provided the ac knowledgments requested in our previous
comment letter dated January 21, 2011. In this regard, please provide us with a written
statement from the company acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

2. We note a number of blank spaces throughout th e registration statement.  Please include
all omitted information, other than dates a nd related information that are not yet
determinable, as soon as practicable.  Please note that we may have additional comments
upon review of this information.

Jon D. Walton Allegheny Technologies Incorporated February 15, 2011 Page 2

3. We note your response to comment 3 in our letter dated January 21, 2011, including your
statement that Ladish orally informed Baird of Ladish’s belief that the combined company could realize approximately $30 millio n of incremental annual income by ATI
supplying Ladish with material volumes that  Ladish currently purchases from ATI’s
competitors.  To the extent that such projection was relied upon by Baird in preparing its analysis relating to its fairne ss opinion, please disclose this  projection in your filing.
 Proxy Statement/Prospectus Cover Page/Letter to Shareholders

4. We note that in response to comment 6 in  our letter dated January 21, 2011, you have
disclosed that certain of Ladish’s director s and executive officers have interests in the
merger that are different from, or in addition to, their interests solely  as shareholders of
Ladish.  Please revise your disclosure to clar ify not only that their interests are “different
from, or in addition to,” those of Ladish sh areholders, but that cer tain Ladish directors
and executive officers will directly benefit from the merger.
 Questions and Answers about the Special Meeting, page ii

 Q:  When do the parties expect to complete the merger?, page ii

5. We note that you have added disclosure on page  ii.  However, similar disclosure appears
on page vi.  Please remove  the duplicate disclosure.
 Summary, page 1

Material United States Federal Income Tax Consequences, page 2
6. We note your revised disclosure in response to comment 10 in our letter dated January
21, 2011.  However, we note that your disclosure  “[a]ssum[es] that the mergers, together,
qualify as a “reorganization” with in the meaning of Section 368(a)  of the Code . . ..”  It is
not appropriate to assume any legal conclusion, such as that noted, that underlies the legal
opinion.  The tax treatment in this case depe nds upon the legal conc lusion of whether the
merger qualifies as a reorganization, and counsel  must opine on this ma tter as part of its
tax opinion.   Please see our related comment below.
 Opinion of Ladish’s Financial Advisor, page 2

7. We note your response to comment 15 in our letter dated January 21, 2011.  Please state
clearly that $4.6 million of Baird’s $4.9 milli on fee is contingent upon completion of the
merger.

Jon D. Walton Allegheny Technologies Incorporated February 15, 2011 Page 3

Interests of Ladish’s Directors a nd Officers in the Merger, page 2

8. We note your revisions in res ponse to comment 11 in our letter dated January 21, 2011.
Please further revise your disclosure to quantif y, to the extent possible, the value of each
of the listed benefits that will be receiv ed by the directors and executive officers.
 Retention Pool, page 3

9. We note your revised disclosure stating that each of the execu tive officers of Ladish and
“certain other Ladish employees” are eligible  to receive payments from the retention
pool.  Please revise your disclosure here a nd on page 47 to specify the “certain other
Ladish employees.”

The Merger, page 25
Background of the Merger, page 25
10. We note your revisions in re sponse to comments 22 and 23 in  our letter dated January 21,
2010.  However, your revised disclosure rega rding the terms of the merger agreement
merely lists those terms that were discu ssed throughout the negotiations, but does not
provide a detailed discussion of the actual negotiations, including th e parties present at
the meetings, the material issues discussed, and the positions taken by those involved in
each meeting.  For example, we note that you have not added any disclosure regarding
the details of the negotiations of the no-solicitation provision  agreed to by Ladish, the
ability of Ladish to accept  an unsolicited superior pr oposal, the circumstances under
which Ladish may terminate the merger agreem ent, and the obligation of Ladish to pay a
termination fee.  In particular, we note th at one of your directors dissented due to the
restrictions in the merger agreement regarding Ladish’s ability to ne gotiate an alternative
business combination transaction.  Pleas e revise your disclosure accordingly.
 11. We note your revisions in res ponse to comment 28 in our letter dated January 21, 2011.
Please revise your disclosure to provide a dditional details regard ing the significance of
recent trends in Ladish’s stock price, the poten tial synergies anticipated  to result from the
proposed merger, and the potential pro forma im pact of the merger on ATI’s earnings per
share, including the impact of  the range of potential merger  consideration on whether the
transaction would be ac cretive or dilutive to ATI’s pro forma earnings per share and over
what time periods.  In your revised disclosu re, please disclose what in particular was
discussed regarding such topi cs, including whether potential s ynergies, cost savings or
the potential pro forma impact of the merger on ATI’s earnings per sh are were quantified.

12. We note your revisions in res ponse to comment 31 in our letter dated January 21, 2011.
In particular, we note your disclosure that in early September 2010, Mr. Vroman
informed Mr. Hassey that Ladish’s board in tended to contact one or more potential
bidders that had indicated an interest in a strategic transaction with Ladish.  Please
disclose the number of other potential bidders that had indicated such an interest, and

Jon D. Walton Allegheny Technologies Incorporated February 15, 2011 Page 4

why the Ladish board contacted only a repres entative of Bidder X, but did not contact
any of the other potential bidders.
13. Please revise your disclosure on page 29 to cl arify why a merger with ATI was perceived
to have a “better strategic f it” and “greater opportunities fo r synergies” than a merger
with Bidder X.
 Ladish’s Reasons for the Merger; Recommendation of the Ladish Board of Directors, page 32

 14. We note your revisions in re sponse to comment 40 in our letter dated January 21, 2011,
including that Ladish’s long-te rm strategic plan was “subjec t to significant risks” and
“did not support a valuation of Ladish in excess of the merger consideration.”  Please
revise your disclosure to provide sufficient detail regard ing the long-term strategic plan
so that investors can evaluate why the pl an supported the board’s recommendation for the
merger.
15. We note your revisions in res ponse to comment 38 in our letter dated January 21, 2011.
In particular, we note that John Splude dissent ed from the board’s determination that the
proposed merger agreement and transactions cont emplated thereby were advisable, fair to
and in the best interests of Ladish partially because of the restrictions on Ladish’s ability
to negotiate with a third part y in connection with a “takeo ver proposal.”  Please clarify
what you mean by “takeover proposal.”  If you ar e referring to the restrictions regarding
Ladish’s ability to negotiate an alternative transaction or accept a superior proposal, as
you reference elsewhere in the prospectus, pleas e revise your disclosure  to use consistent
terminology.
 Opinion of Ladish’s Financial Advisor — R obert W. Baird & Co. Incorporated, page 34

16. We note your revisions in res ponse to comment 43 in our letter dated January 21, 2011.
Please revise the first sentence of your first fu ll paragraph on page 37 to state that it is
Baird’s belief  that the opinion may not be relied upon, used for any other purpose or
disclosed to any other party wit hout its prior written consent.
 Valuation of Ladish, page 37

17. Please revise your disclosure to include a discussion of the valuation multiples as
provided to the Ladish board on page 8 of Baird’s November 16, 2010 Presentation to the
Board of Directors.
18. We note that in response to comment 48 in  our letter dated January 21, 2011, you state
that Baird did not provide detail regarding unl evered free cash flow to Ladish’s board.
However, we note your disclosure  that Baird performed its di scounted cash flow analysis
utilizing Ladish’s projected unlevered free cas h flows, and also note the discounted cash
flow analysis that was provided to the La dish board on page 21 of the November 16,

Jon D. Walton Allegheny Technologies Incorporated February 15, 2011 Page 5

2010 Presentation to the Board of Directors.  In order for shareholde rs to understand the
current disclosure regarding the discounted  cash flow analysis, please disclose the
projected unlevered free cash fl ows used in such analysis.
 Valuation of ATI, page 41

19. We note your revisions in re sponse to comments 46 and 49 in  our letter dated January 21,
2011.  Please further revise your disclosure to include the fi nancial characteristics that
were used to select the companies used in the Selected Publicly Traded Company
Analysis (for both the valuation of Ladish and the valuation of AT I) and the acquisitions
used in the Selected Acquisiti on Analysis.  If there were co mpanies and/or acquisitions
that met the selection criteria that were excluded from the analysis, please identify them and explain why they were excluded.
 Pro Forma Merger Analysis, page 42

20. We note your response to comment 51 in our letter dated January 21, 2011, and that you
have not included disclosure of the analysis or results of the cert ain pro forma financial
impacts so as not to include potentially mi sleading information.  However, we note that
on page 35 of Baird’s November 16, 2010 Presen tation to the Board of Directors, Baird
presented both a Transaction EPS Impact and its analysis supporti ng its conclusion that
the proposed transaction would be dilutive to the combined company’s diluted EPS in
fiscal 2011.  Given that such an alysis was presented to the Ladish Board of Directors,
please include such analysis and the results of  your analysis in your disclosure, including
the assumptions you relied on in preparing the analysis.

Litigation Related to the Merger, page 51

21. Please revise your description of the litigat ion related to the me rger to include a
materially complete description of such li tigation.  In particular, please provide the
material details of the allegations of the co mpliant, including why the plaintiffs believe
that the consideration the Ladish shareholde rs will receive is inadequate and why the
Ladish directors breached their fiduciary du ties in negotiating and approving the merger
agreement.  Please also specify that the plai ntiff in the Wisconsin state court case also
alleges that the Form S-4 is materially deficien t, and clarify that the allegations relating to
Sections 14(a) and 20(a) of the Exchange Act brought by the plaintiff in the United States
District Court for the Eastern District of Wisconsin involve similar claims relating to a
materially deficient Form S-4.

Jon D. Walton Allegheny Technologies Incorporated February 15, 2011 Page 6

The Merger Agreement, page 52

22. We note your response to comment 60 in our le tter dated January 21, 2011 that there are
no separate standalone conditions  to completion of the merger.  In this case, please revise
your disclosure on page 55 stating that “the re are separate standalone conditions to
completion of the merger relating to the abse nce of any material adverse effect.”
 Material U.S. Federal Income Tax Consequences, page 65

23. As noted in comment 63 in our letter dated January 21, 2010, your disclosure must
clearly set forth counsels’ opinions regarding each material tax consequence being opined
upon.  In particular, we note that the entire  tax discussion is qualified by the assumption
that the merger qualifies as a “reorganizati on” within the meaning of Section 368(a) of
the Code.  As noted above, the tax trea tment of the merger depends upon the legal
conclusion of whether the merger qualifie s as a reorganization, and counsel must
therefore opine on this matter as  part of its tax opinion.  We  note your disclosure on page
2 that it is a condition to the obligations of the parties that each pa rty will receive an
opinion of counsel to the effect that the me rgers will qualify as a reorganization.  To the
extent that this condition may be waived, you must file an executed opinion of counsel
before effectiveness opining on the qualific ation of the merger as a reorganization.
However, if this condition is a non-waivable condition , you are permitted to file the tax
opinions as an exhibit in a post-effective amendment, provided that the prospectus
discusses the substance of the opinion that will be provide d at closing.  Please advise and
revise accordingly.
 Exhibit 99.2

24. We note that Baird continues to state that its consent applies only to the current proxy
statement included in the registration stat ement, and not to any amendments or
supplements thereto.  Please be advised that in order for you to become effective, Baird
will have to file an updated consent or rem ove such qualifying language from its opinion.

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copi es of the amendment to  expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested information. Detailed cove r letters greatly facili tate our review. Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.

Jon D. Walton Allegheny Technologies Incorporated February 15, 2011 Page 7

Please contact Erin Jaskot, Staff Attorne y, at 202-551-3442, or Craig Slivka, Special
Counsel, at 202-551-3729 with any questions.

Sincerely,

Pamela A. Long Assistant Director
   cc:   Ronald D. West, Esq. ( via facsimile at (412) 355-6501)
K&L Gates LLP  Mark T. Plichta, Esq. ( via facsimile at (414) 297-4900)
Foley & Lardner  Wayne E. Larsen ( via facsimile at (414) 747-2602)
Ladish Co., Inc.