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corresp

February 22, 2011

Ms. Pamela A. Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

               Re:

    Allegheny Technologies Incorporated

Amendment No. 1 Registration Statement on Form S-4

Filed February 1, 2011

File No. 333-171426

Dear Ms. Long:

     We are providing this letter in response to the comments of the staff of the Securities and
Exchange Commission (the “Staff”) contained in your letter dated February 15, 2011 regarding
Amendment No. 1 to the Registration Statement on Form S-4 filed by Allegheny Technologies
Incorporated (“ATI”) on December 27, 2010 (File No. 333-171426) (the “Form S-4”). Set forth below
are the Staff’s comments and our responses. We also call to the Staff’s attention that ATI has
filed Amendment No. 2 to the Form S-4 on the date of this letter.

     Pursuant to Rule 418 of the Securities Act of 1933, as amended, the Company requests that,
upon completion of this review, the Staff return to us all supplemental materials provided in
connection with this review.

General

COMMENT NO. 1:

We note that you have not provided the acknowledgments 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 pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 2

    •

    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 the disclosure in the filing; and

    •

    the company may not assert staff comments and 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.

RESPONSE:

     We note that the Staff’s letter dated January 21, 2011 requested that the referenced
statements be provided “in the event [we] request acceleration of the effective date of the pending
registration statement.” We have not requested acceleration of the effective date of the Form S-4
and are not doing so now; however, we have provided the requested acknowledgements at the
conclusion of this letter in accordance with the Staff’s comment.

COMMENT NO. 2:

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

RESPONSE:

     We have included in Amendment No. 2 to the Form S-4 all omitted information other than dates
and related information that are not yet determinable, such as (i) date, time and place of the
special meeting, (ii) the record date for the special meeting, (iii) the mailing date of the proxy
statement/prospectus, (iv) the last practicable date before the date of the proxy
statement/prospectus and (v) certain information to be provided as of the record date or the last
practicable date before the date of the proxy statement/prospectus.

COMMENT NO. 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 million 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 fairness opinion, please
disclose this projection in your filing.

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 3

RESPONSE:

We have revised our disclosure on page 47 of Amendment No. 2 to the
Form S-4 to disclose this projection.

Proxy Statement/Prospectus Cover Page/Letter to Shareholders

COMMENT NO. 4:

We note in response to comment 6 in our letter dated January 21, 2011, you have disclosed that
certain of Ladish’s directors 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 clarify not only that their interests are “different from, or in addition to,”
those of Ladish shareholders, but that certain Ladish directors and executive officers will
directly benefit from the merger.

RESPONSE:

     We have revised our disclosures in Amendment No. 2 to the Form S-4 on the proxy
statement/prospectus cover page, the letter to shareholders and on
pages iii, 3, 16, 37 and 51 to
clarify that certain directors and executive officers of Ladish Co., Inc. (“Ladish”) will directly
benefit from the merger.

Questions and Answers about the Special Meeting, page ii

COMMENT NO. 5:

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

RESPONSE:

     We
have removed the referenced disclosure on page ii of Amendment No. 2 to the Form S-4.

Summary, page 1

Material United States Federal Income Tax Consequences, page 2

COMMENT NO. 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

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 4

“reorganization” within 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 depends upon the legal conclusion of whether the merger qualifies as a
reorganization, and counsel must opine on this matter as part of its tax opinion. Please see our
related comment below.

RESPONSE:

     We have
revised our disclosure on page 70 of
Amendment No. 2 to the Form S-4 to remove the referenced
assumption.

Opinion of Ladish’s Financial Advisor, page 2

COMMENT NO. 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 million fee is contingent upon completion of the merger.

RESPONSE:

     We have revised our disclosure on page 2 of Amendment No. 2 to the Form S-4 to clarify that
$4.6 million of Baird’s $4.9 million fee is contingent upon completion of the merger.

Interest of Ladish’s Directors and Officers in the Merger, page 2

COMMENT NO. 8:

We note your revisions in response to comment 11 in our letter dated January 21, 2011. Please
further revise your disclosure to quantify, to the extent possible, the value of each of the listed
benefits that will be received by the directors and executive officers.

RESPONSE:

     We have revised our disclosure on page 3 of Amendment No. 2 to the Form S-4 to quantify, to
the extent possible, the value of each of the listed benefits that will be received by the
directors and executive officers of Ladish. We also have made conforming changes to the comparable
disclosure on page 52 of Amendment No. 2 to the Form S-4.

Retention Pool, page 3

COMMENT NO. 9:

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

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 5

RESPONSE:

     We
have revised our disclosures on pages 4, 51 and 53 of Amendment No. 2 to the Form S-4 to
clarify that the non-executive officers of Ladish who are eligible to participate in the retention
pool consist of divisional management and other key management employees. Given that the overall
size of the retention pool is disclosed and that these persons are not directors or executive
officers of Ladish, we do not believe that the particular identities of these individuals are
material to Ladish shareholders in making their decision regarding the adoption of the merger
agreement.

The Merger, page 25

Background of the Merger, page 25

COMMENT NO. 10:

We note your revisions in response to comments 22 and 23 in our letter dated January 21, 2011.
However, your revised disclosure regarding the terms of the merger agreement merely lists those
terms that were discussed through the negotiations, but does not provide a detailed discussion of
the actual negotiations, including the 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 proposal,
the circumstances under which Ladish may terminate the merger agreement, and the obligations of
Ladish to pay a termination fee. In particular, we note that one of your directors dissented due
to the restrictions in the merger agreement regarding Ladish’s ability to negotiate an alternative
business combination transaction. Please revise your disclosure accordingly.

RESPONSE:

     We have revised our disclosures on pages 32-34 of Amendment No. 2 to the Form S-4 to provide
additional detail in accordance with the Staff’s comment.

COMMENT NO. 11:

We note your revisions in response to comment 28 in our letter dated January 21, 2011. Please
revise your disclosure to provide additional details regarding the significance of recent trends in
Ladish’s stock price, the potential synergies anticipated to result from the proposed merger, and
the potential pro forma impact 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 accretive or
dilutive to ATI’s pro forma earnings per share and over what time periods. In your revised
disclosure, please disclose what in particular was discussed regarding such topics, including

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 6

whether potential synergies, cost savings or the potential pro forma impact of the merger on ATI’s
earnings per share were quantified.

RESPONSE:

     We have revised our disclosures on page 28 of Amendment No. 2 to the Form S-4 to provide
additional detail in accordance with the Staff’s comment.

COMMENT NO. 12:

We note your revisions in response 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 intended to contact one or more potential bidders that had indicate an interest
in a strategic transaction with Ladish. Please disclose the number of other potential bidders that
had indicated such an interest, and why the Ladish board contacted a representative of Bidder X,
but did not contact any of the other potential bidders.

RESPONSE:

     We have revised our disclosure on page 30 of Amendment No. 2 to the Form S-4 to indicate that
no potential bidders other than ATI and Bidder X had made an offer, or provided a written
indication of interest in, Ladish.

COMMENT NO. 13:

Please revise your disclosure on page 29 to clarify why a merger with ATI was perceived to have a
“better strategic fit” and “greater opportunities for synergies” than a merger with Bidder X.

RESPONSE:

     We have revised our disclosure on page 31 of Amendment No. 2 to the Form S-4 to clarify why
Ladish perceived to have a better strategic fit and greater opportunities for synergies than a
merger with Bidder X.

Ladish’s Reasons for the Merge; Recommendation of the Ladish Board of Directors, page 32

COMMENT NO. 14:

We note your revisions in response to comment 40 in our letter dated January 21, 2011, including
Ladish’s long-term strategic plan was “subject 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 regarding the long-term strategic plan so that investors can evaluate why
the plan supported the board’s recommendation for the merger.

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 7

RESPONSE:

     We have revised our disclosure on page 35 of Amendment No. 2 to the Form S-4 to provide
additional detail regarding Ladish’s long-term strategic plan.

COMMENT NO. 15:

We note your revisions in response to comment 38 in our letter dated January 21, 2011. In
particular, we note that John Splude 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 Ladish partially because of the restrictions on Ladish’s ability to negotiate with a
third party in connection with a “takeover proposal.” Please clarify what you mean by “takeover
proposal.” If you are 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, please revise your disclosure to use consistent terminology.

RESPONSE:

     We have revised our disclosure on page 37 of Amendment No. 2 to the Form S-4 to use
terminology that is consistent with the terminology used on pages 3 and 15.

Opinion of Ladish’s Financial Advisor — Robert W. Baird & Co. Incorporated, page 34

COMMENT NO. 16:

We note your revisions in response to comment 43 in our letter dated January 21, 2011. Please
revise the first sentence of your first full 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 without its prior written consent.

RESPONSE:

     We
have revised our disclosure on page 40 of Amendment No. 2 to the Form S-4 to state that it
is Baird’s belief that its opinion may not be relied upon, used for any other purpose or disclosed
to any other party without its prior written consent.

Valuation of Ladish, page 37

COMMENT NO. 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.

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 8

RESPONSE:

     We
have revised our disclosure on page 41 to include a discussion of the valuation
multiples as provided to the Ladish board of directors on page 8 of Baird’s November 16, 2010
presentation to the Board of Directors.

COMMENT NO. 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 unlevered free cash flow to Ladish’s board. However, we note your
disclosure that Baird performed its discounted cash flow analysis utilizing Ladish’s projected
unlevered free cash flows, and also note the discounted cash flow analysis that was provided to the
Ladish board on page 21 of the November 16, 2010 Presentation to the Board of Directors. In order
for shareholders to understand the current disclosure regarding the discounted cash flow analysis,
please disclose the projected unlevered free cash flows used in such analysis.

RESPONSE:

     We
have revised our disclosure on pages 44-45 of Amendment No. 2 to the Form S-4 to provide the
referenced projected unlevered free cash flows.

Valuation of ATI, page 41

COMMENT NO. 19:

We note your revisions in response to comments 46 and 49 in our letter d