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Allegheny Technologies Incorporated Corresp

1000 Six PPG Place

Pittsburgh, PA 15222-5479

June 12, 2008

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549-7010

Attn:  Ms. Tracey McKoy and Mr. Dieter King

    RE:

    Allegheny Technologies Incorporated

    Form 10-K for the fiscal year ended December 31, 2007

    Filed February 26, 2008

    Form 10-Q for the fiscal quarter ended March 31, 2008

    Filed May 9, 2008

    Definitive Proxy Statement filed March 25, 2008

    File No. 001-12001

Dear Ms. McKoy and Mr. King:

     This letter sets forth our responses to the letter dated May 30, 2008 by the Staff of the
Securities and Exchange Commission with respect to the Form 10-K for the year ended December 31,
2007, the Form 10-Q for the quarter ended March 31, 2008, and the Definitive Proxy Statement filed
March 25, 2008 (the “Comment Letter”) for Allegheny Technologies Incorporated (the “Company”).

     Set forth below are the Company’s responses to each of the comments in the Comment Letter. For your convenience, the comments are reproduced in bold text below and are numbered
to correspond to the comments in the Comment Letter, and are followed by the Company’s responses.

Form 10-K for the Fiscal Year Ended December 31, 2007

Item 1. Business, page 3

1. In future filings, please address the extent to which any of your segments is dependent on
a single customer, or a few customers, the loss of any one or more of which would have a material
adverse effect on the segment. We note, for example, that your high performance metals segment
serves the aerospace and defense industries — which accounted for approximately 31% of your sales
during fiscal year 2007 — by providing a variety of metals, including alloys for commercial and
military jet engines. Due to consolidation in the aerospace and defense industries, it seems
possible that while there may be fewer customers

Ms. Tracey McKoy

Mr. Dieter King

U.S. Securities and Exchange Commission

June 12, 2008

Page 2

for your products some of those customers may now be purchasing more products from your high performance metals segment. Please see Item
10(c)(1)(vii) of Regulation S-K. In addition, we believe your business section disclosure would be
enhanced if you included more information about the types of customers to which your segments sell
their products and the uses to which those customers put those products. For example, if true, you
could note that your high performance metals segment provides alloys to GE Aviation that are used
to make components for jet engines.

The Company acknowledges this comment and will, in future filings, expand on our disclosures as
applicable.

2. We note your discussion on page 15 of risks associated with government contracts, particularly
the fact that some of your operating companies perform work directly for the U.S. government. In
future filings please address whether any material portion of your business might be subject to
renegotiation of profits or termination of contracts or subcontracts at the election of the U.S. or
other governments. Please see Item 101(c)(1)(ix) of Regulation S-K.

The Company acknowledges the comment and will, in future filings, address in our disclosures any
material portion of our business which is subject to renegotiation of profits or termination of
contracts or subcontracts at the election of the U.S. or other governments.

Item 7. Management’s Discussion and Analysis of Financial Condition..., page 21

Financial Condition and Liquidity, page 37

3. We note your statement on page 37 that you “have no off-balance sheet financing relationships
with variable interest or structured finance entities”. This statement is narrower than the scope
of the off-balance sheet arrangements disclosure requirement contained in Item 303(a)(4) of
Regulation S-K. In future filings, please address all off-balance sheet arrangements contemplated
by Item 303(a)(4) of Regulation S-K.

The Company acknowledges the comment and will, in future filings, amend our disclosure in
accordance with Item 303 (a)(4) of Regulation S-K.

Item 7.A. Quantitative and Qualitative Disclosures About Market Risk, page 48

4. In future filings, please disclose the extent to which financial instruments used to manage
commodity and energy exposures have impacted the corresponding financial
statement line items. Disclose also the extent to which future energy and commodity requirements
are covered by existing financial instruments. Such disclosure is necessary for readers to fully
understand the significance of these activities. If the amounts are immaterial, then please
disclose that fact.

Ms. Tracey McKoy

Mr. Dieter King

U.S. Securities and Exchange Commission

June 12, 2008

Page 3

The Company acknowledges the comment and will, in future filings, expand our disclosures.

Note 11 — Financial Information for Subsidiary Guarantors, p. 75

5. The December 31, 2007 and 2005 statements of cash flows report that the parent generated
operating cash flows even though it has no cash and generates no revenue. Given the materiality of
these amounts to consolidated operating cash flow, please tell us the source of these cash flows.
The guidance in paragraph 136 of SFAS 95 regarding the classification of intercompany advances may
be relevant. Note that the reported cash flow balances should only be impacted by actual cash
transactions occurring during the period.

The parent company is the holding company for the subsidiary and non-guarantor subsidiaries. The
Company routinely settles the intercompany cash and cost allocation amounts on a net basis with its
operating units and subsidiaries. As such, operating cash flows include the net effect of
intercompany activity between the parent, the subsidiary and non-guarantor subsidiaries. The
Company believes this presentation is representative of the transactions between its operating
entities. In future filings, we will expand our disclosures on the basis of presentation to
include a description of how intercompany activity is presented in the condensed statements of cash
flows.

Form 10-Q for the Fiscal Quarter Ended March 31, 2008

General

6. Please provide us with an expanded description and accounting analysis of the transactions
underlying the $49.6 million reclassification referenced in Note 3. The existing disclosure
addresses a share repurchase but it is not clear whether a repurchase occurred during the March 31,
2007 quarter. Further, it is not clear why the adjustment caused a decrease in reported financing
cash flows instead of an increase as described in paragraph 19.e. of SFAS 95, if applicable. We
note that this issue appears to also have a material impact on reported December 31, 2007 financing
cash flows.

The $49.6 million reclassification referenced in Note 3 was the value (cost) in the 2007 first
quarter of stock that was repurchased by the Company from employees to settle the employees’
liability for taxes on share-based compensation that vested under the terms of the Company’s
restricted stock retention award program and the Company’s total shareholder return incentive
compensation program. As permitted under SFAS 123R, amounts acquired represent the statutory
minimum withholding amounts that preserve equity treatment for the associated grants. As part of
the administration of these share-based compensation programs, the Company permits employees to
settle the tax withholding obligation by selling shares of the just-issued equity award back to the
Company. As described in SFAS 95, paragraph 20.a., outlays to reacquire the enterprises’ equity
instruments are a financing activity. This treatment is consistent
with the

Ms. Tracey McKoy

Mr. Dieter King

U.S. Securities and Exchange Commission

June 12, 2008

Page 4

presentation utilized
in the Company’s 2007 Annual Report on Form 10-K. However during the
first three quarters of 2007, the Company had previously classified the repurchase of shares for
employee-owed taxes as an operating activity under the view that the cash paid for employee tax
withholding was an element of payroll tax liability, and therefore an operating activity.

For interim reporting in the statement of cash flows filed in the March 31, 2008 Form 10-Q, this
amount, $49.6 million, was combined with the cash inflow from the cash retained as a result of the
tax deductibility of equity instruments issued under share-based payment arrangements, as described
in SFAS 95, paragraph 19.e. under the line item description “Taxes on share-based compensation,
net”. To clarify the presentation in future filings we will report these two cash flows as
separate line items.

Proxy Statement for 2008 Annual Meeting of Stockholders

Compensation Discussion and Analysis, page 26

7. We note that your compensation discussion and analysis disclosure contains information about
compensation programs available to all of your managerial employees. While some of this
information is applicable to your named executive officers, some of it is not, such as the
information about your discretionary bonus plan — for which your executive officers are
ineligible. Your compensation discussion and analysis disclosure should focus on your named
executive officers. In future filings please focus your compensation discussion and analysis
disclosure on providing clear, concise and understandable disclosure of all plan and non-plan
compensation awarded to, earned by, or paid to your named executive officers. In addition, please
strive to make this section easier to read by, for example, eliminating redundancies and omitting
discussions that are not directly related to your named executive officers. Please see Item 402(a)
and (b) of Regulation S-K.

The Company acknowledges the comment and will, in future filings, focus our compensation discussion
and analysis disclosure on providing clear, concise and understandable disclosure of all plan and
non-plan compensation awarded to, earned by, or paid to our named executive officers. In addition,
the Company will, in future filings, strive to increase the readability of our compensation
discussion and analysis disclosure.

8. We note that throughout your compensation discussion and analysis disclosure you make reference
to your compensation committee receiving advice from outside advisors and other unspecified
parties. In future filings please identify the parties from whom your compensation committee
receives advice or with which the committee consults.

The Company acknowledges the comment and will, in future filings, identify the parties from whom
our Personnel and Compensation Committee (“Committee”) receives advice or with which the Committee
consults, if applicable.

Ms. Tracey McKoy

Mr. Dieter King

U.S. Securities and Exchange Commission

June 12, 2008

Page 5

9. In future filings, please consider adding illustrations to demonstrate the operation of the
formulas or measures used to determine the size of payouts under the equity and non-equity
compensatory plans in which your named executive officers participate.

The Company acknowledges the comment and will, in future filings, consider adding illustrations to
demonstrate the operation of the formulas or measures used to determine the size of payouts under
the equity and non-equity compensatory plans in which our named executive officers participate.

10. In future filings, please disclose how threshold, target and maximum targets are set for the
Annual Incentive Plan and the Key Executive Performance Plans and why your compensation committee
selected those targets.

The Company acknowledges the comment and will, in future filings, disclose how threshold, target
and maximum targets are set for the Annual Incentive Plan and the Key Executive Performance Plans
and why the Committee selected those targets.

Summary Compensation Table, page 39

11. We note your footnote disclosure to the non-equity incentive plan compensation column in the
summary compensation table. The footnote disclosure does not provide sufficient information to
enable an investor to determine how much of the total reported amount in the non-equity incentive
plan compensation column for each year was contributed by each plan. In future filings, please
itemize by plan name and dollar amount each of the components that together constitute the dollar
amount reported in the non-equity incentive plan compensation column for each year.

The Company acknowledges the comment and will, in future filings, itemize by plan name and dollar
amount each of the components that together constitute the dollar amount reported in the non-equity
incentive plan compensation column for each year.

Grants of Plan-Based Awards for 2007, page 41

12. We note that you have not disclosed the specific numerical targets for the performance goals
for your 2007 Annual Incentive Plan and your actual performance with respect to meeting those
targets. Similarly, you have not disclosed the operational goals for your Key Executive
Performance Plans or the performance criteria for your Performance/Restricted Stock Program. As
these targets and goals appear to be material to your decisions regarding the amount of
compensation and awards granted under these plans, you must disclose them, or tell us
supplementally why disclosure of the targets would be likely to cause you substantial competitive
harm. As noted in Instruction 4 to Item 402(b), this is the same standard that

Ms. Tracey McKoy

Mr. Dieter King

U.S. Securities and Exchange Commission

June 12, 2008

Page 6

would apply to
requests for confidential treatment of confidential trade secrets or confidential commercial or
financial information pursuant to Rule 406 under the Securities Act of 1933, as amended, and Rule
24b-2 under the Securities Exchange Act of 1934, as amended. Please note that we may have
additional comments on whether you have met the standards for treating the information
confidentially.

We address the Staff’s comments with respect to each of our 2007 Annual Incentive Plan, Key
Executive Performance Plan and Performance/Restricted Stock Program separately below.

2007 Annual Incentive Plan.

We supplementally advise the Staff that for our 2007 Annual Incentive Plan, the Operating Earnings
target, which had a 40% weighting, had threshold, target and maximum targets of $725 million,
$1,005 million and $1,165 million, respectively, and that our 2007 actual operating earnings were
$1,230 million. In addition, the Operating Cash Flow target, which had a 30% weighting, had
threshold, target and maximum targets of $345 million, $426 million and $563 million, respectively,
and that our 2007 actual operating cash flows were $778 million. The remaining performance targets
for our 2007 Annual Incentive Plan, as disclosed on page 22 of our 2008 Definitive Proxy Statement,
were inventory turns, yield improvements, lost time incidents, recordable incidents, delivery
performance and quality/complaints (the “Other AIP Targets”). The Company does not believe that it
is required to disclose the Other AIP Targets because they are both proprietary, competitively
sensitive information and not material to an understanding of our 2007 Annual Incentive Plan
awards. We believe that the non-materiality of the Other AIP Targets under our 2007 Annual
Incentive Plan constitutes an independent and sufficient basis for omitting disclosure of these
performance targets, and that the showing required by Instruction 4 to Item 402(b) of Regulation
S-K (“Instruction 4”) is not applicable to information that is not material. Moreover, the Other
AIP Targets are not individually material to an understanding of our 2007 Annual Incentive Plan
awards because none of them is weighted more than 5% for any named executive officer. In future
proxy statements, we intend to disclose both o