SecProbe.io

March 4, 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. 2 to the Registration Statement on Form S-4 Filed February 22, 2011
  File No. 333-171426    Form 10-K for the Fiscal Year Ended December 31, 2010   Filed February 28, 2011   File No. 001-12001

Dear Mr. Walton:

We have reviewed your response letter date d February 22, 2011 and the above-referenced
filings, and have the following comments.

Amendment No. 2 to the Registration Statement on Form S-4

Interest of Ladish’s Directors a nd Officers in the Merger, page 3
 1. Please quantify the potentia l unissued shares eligib le for issuance under the Ladish Co., Inc.
2010 Restricted Stock Unit Plan.

Where You Can Find More Information, page 97

 2. Please revise this section to incorporate by re ference the Form 8-K and Form 10-K each filed
by Allegheny on February 28, 2011 and the Form  8-K filed by Ladish on February 10, 2011.
See Question 123.05 of the Compliance and Disclo sure Interpretations for Securities Act
Forms.
3. We note that Allegheny’s Form 10-K for the fi scal year ending December 31, 2010 was filed
on February 28, 2011, and that the Form 10-K in corporates by refe rence the Part III
information from the definitive proxy statement,  which Allegheny has not yet filed.  In order
to have a complete Section 10(a) prospectus , you must either file the definitive proxy

Jon D. Walton Allegheny Technologies Incorporated March 4, 2011 Page 2

statement before the Form S-4 is declared effect ive or include the Part III information in an
amended Form 10-K.  We further note that, based on conversations with counsel, Ladish
intends to file its Form 10-K in approximat ely two weeks.  Please note, the Part III
information for Ladish must also be on file befo re the Form S-4 can be declared effective.
See generally Question 123.01 of the Complia nce and Disclosure Interpretations for
Securities Act Forms.
 Exhibit 99.2

4. We note that Baird continues to state that its consent applies only to the current proxy
statement included in the registration statement,  and not to any amendments or supplements
thereto.  Please be advised that in order for the Form S-4 to be declared effective, Baird will have to file an updated consent or  remove such qualifying language.
 Form 10-K for the Fiscal Year Ended December 31, 2010

 Legal Proceedings, page 14

 5. We note your statement that while you believe  that the disposition of any pending legal
matter is not likely to have a material adverse effect on your financial condition or liquidity,
the resolution in any reporting period of one  or more of the legal matters could have a
material adverse effect on your results of ope rations for that period.  For any pending legal
matter that you believe could have a material adverse effect on your results of operations,
please provide the disclosure required by It em 103 of Regulation S-K and ASC 450-20-50.
Please supplementally provide us with draft disclosure showing how  you will present this
information in future filings.
6. We note your disclosure regarding the la wsuit filed by the EPA and the California
Department of Toxic Substance Control filed in the United States District Court for the
Central District of California on January 13, 2011.  With a view toward future filings, please
supplementally advise us as to whether you reasonably believe that such proceeding will result in no monetary sanctions or monetary sanctions of less than $100,000.  To the extent
you reasonably believe that monetary sancti ons may be more than $100,000, please provide
the information required by Item 103 of Re gulation S-K, including relief sought.  See

Instruction 5.C. to Item 103 of Regulation S-K.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
18
 Results of Operations, page 21

 7. We note that there was a sizable increase in th e percent of total reve nue contributed by your
Flat-Rolled Products segment from 2009 to  2010, while there was a corresponding decrease
in the percent of total revenue  contributed by your High Performance Metal segment, despite

Jon D. Walton Allegheny Technologies Incorporated March 4, 2011 Page 3

the fact that revenue increased in both segments .  In future filings, pl ease provide disclosure
identifying the underlying reasons for such chan ges in the contribution of your segments to
total revenue.
8. In future filings, please revise your analysis to quantify the speci fic factors that contributed to
the fluctuations in your line items from pe riod-to-period, and also provide the reasons
underlying such fluctuations where the reasons ar e material and determinable.  For example,
your discussion of the High Performance Metals  segment on page 21 cites increased demand
from the commercial aerospace jet engine market  and medical market, as well as decreased
demand from the chemical processing market a nd nuclear energy market, as all contributing
to the change in sales from 2009 to 2010.  However, you do not quantify the amount
contributed by each of these markets to the chan ge in sales, and do not discuss the reasons
underlying such changes, with the exception of the aerospace market.  Further, you state that
volumes increased for certain of your products , while selling prices  decreased, but do not
provide analysis regarding the reasons underlyi ng the changes in volume and price, including
how such changes contributed to the year-over-y ear increase in sales.  For example, without
further disclosure, it is unclear why there wa s a more competitive pricing environment in
2010, and how this specifically affected base se lling prices. Please supplementally provide us
with draft disclosure for your year-over-y ear segment discussion showing how you will
present this information in future filings. See
 Item 303 of Regulation S-K and SEC Release
No. 33-8350.

Certifications
 9. We note that in paragraph three you refer to “annu al report” rather than  “report” and that you
have deleted the “(s)” from “certifying officer(s)”  in paragraphs four and five.  In future
filings, please file the certifications in exactly  the form set forth in Item 601(b)(31) of
Regulation S-K.
 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 March 4, 2011 Page 4

 You may contact Tricia Arme lin, Staff Accountant, at 202-551-3747, or John Hartz,
Senior Assistant Chief Accountant, at 202-551-36 89 if you have questions regarding comments
on the financial statements and related matters.  Please contact Erin Jaskot, Staff Attorney, at
202-551-3442, or Craig Slivka, Special Counsel , at 202-551-3729 with any other 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