Washington, D.C. 20549

		þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

		o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

(Title of Plan)

(Name of Issuer of securities held pursuant to the Plan)

(Address of Plan and principal executive offices of Issuer)

 

 

Audited Financial Statements and Supplemental Schedule

Allegheny Technologies Retirement Savings Plan
Years Ended December 31, 2007 and 2006
With Report of Independent Registered Public Accounting Firm

Allegheny Technologies Retirement Savings Plan

Audited Financial Statements
and Supplemental Schedule

Years Ended December 31, 2007 and 2006

Contents

Report of Independent Registered Public Accounting Firm			1
Audited Financial Statements
Statements of Net Assets Available for Benefits			2
Statements of Changes in Net Assets Available for Benefits			3
Notes to Financial Statements			4
Supplemental Schedule
Schedule H, Line 4i—Schedule of Assets (Held at End of Year)			12
Exhibit 23.1

Report of Independent Registered Public Accounting Firm

Allegheny Technologies Incorporated

We have audited the accompanying statements of net assets available for benefits of the Allegheny Technologies Retirement Savings Plan as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2007 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania
June 27, 2008

Allegheny Technologies Retirement Savings Plan

Statements of Net Assets Available for Benefits

		December 31
		2007				2006
Investments at fair value:
Interest in registered investment companies		$	106,140,817			$	107,268,894
Interest in synthetic investment contracts			102,708,168				—
Interest in common collective trusts			54,393,887				121,205
Corporate common stocks			26,473,467				33,589,850
Interest-bearing cash			5,401,079				12,057
Participant loans			2,692,259				2,638,859
Interest in Allegheny Master Trust			—				154,119,073
Non-interest-bearing cash			—				2,131
Total investments at fair value			297,809,677				297,752,069
Other payables, net			—				(55,410	)
Net assets available for benefits at fair value			297,809,677				297,696,659
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			367,655				1,575,123
Net assets available for benefits		$	298,177,332			$	299,271,782

See accompanying notes.

Allegheny Technologies Retirement Savings Plan

Statements of Changes in Net Assets Available for Benefits

		Years Ended December 31
		2007				2006
Contributions:
Employer		$	8,513,597			$	6,979,142
Employee			7,559,816				6,353,677
Total contributions			16,073,413				13,332,819
Investment income:
Net gain from interest in registered investment companies			6,778,082				10,616,318
Net gain from interest in Allegheny Master Trust			6,481,393				7,188,781
Interest income			905,057				186,543
Net realized/unrealized gain (loss) on corporate common stocks			(901,176	)			26,769,300
Net gain from interest in common collective trusts			271,969				13,321
Dividend income			80,587				202,860
Other			923,042				(1,339	)
Total investment income			14,538,954				44,975,784
			30,612,367				58,308,603
Distributions to participants			(31,703,777	)			(20,717,973	)
Administrative expenses and other, net			(3,040	)			(13,381	)
			(31,706,817	)			(20,731,354	)
Net increase (decrease) in net assets available for benefits			(1,094,450	)			37,577,249
Net assets available for benefits at beginning of year			299,271,782				261,694,533
Net assets available for benefits at end of year		$	298,177,332			$	299,271,782

See accompanying notes.

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements

1. Significant Accounting Policies

Use of Estimates and Basis of Accounting

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The financial statements are prepared under the accrual basis of accounting.

Accounting Pronouncement

As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, fully benefit-responsive investment contracts held by a defined contribution plan are required to be reported at fair value in the Plan’s Statement of Net Assets Available for Benefits with a corresponding adjustment to reflect these investments at contract value.

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurement (FAS 157). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Plan management is currently evaluating the effect that the provisions of FAS 157 will have on the Plan’s financial statements.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value except for its benefit-responsive investment contracts, which are valued at contract value (see Note 3). Quoted market prices are used to value investments. Units of registered investment companies are valued at the net asset value of shares held by the Plan at year end. The fair value of the participation units in common collective trusts is based on quoted redemption value on the last business day of the Plan’s year-end. Participant loans are valued at their outstanding balances, which approximate fair value.

Fully benefit-responsive guaranteed investment contracts (GICs) and in synthetic investment contracts (SICs) are stated at contract value which is equal to principal balance plus accrued interest. As provided in the FSP, an investment contract is generally permitted to be valued at contract value, rather than fair value, to the extent it is fully benefit-responsive. Fair value of the GICs is estimated by discounting the weighted average cash flows at the then-current interest crediting rate for a comparable maturity investment contract. Fair value of the SICs is estimated based on the fair value of each contract’s supporting assets at December 31, 2007 and 2006. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements (continued)

1. Significant Accounting Policies (continued)

There are no reserves against contract value for credit risk of the contract issuer or otherwise.

Although it is management’s intention to hold the investment contracts in the Standish Mellon Stable Value Fund until maturity, certain investment contracts provide for adjustments to contract value for withdrawals made prior to maturity.

2. Description of the Plan

The Allegheny Technologies Retirement Savings Plan (the Plan) is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

The purpose of the Plan is to provide retirement benefits to eligible employees through Company contributions and to encourage employee thrift by permitting eligible employees to defer a part of their compensation and contribute such deferral to the Plan. The Plan allows employees to contribute a portion of eligible wages each pay period through payroll deductions subject to Internal Revenue Code limitations. Depending on participants’ years of service, qualifying employee contributions are matched by the respective employing companies, which are Allegheny Technologies Incorporated (ATI, the Plan Sponsor) and affiliates of ATI, up to 4% of participants’ salary. In addition, the respective employing companies contribute 6.5% of participants’ monthly pensionable earnings, as described in the Plan, and in addition contribute $43.34 per month per participant. With respect to participants who are members of the Salaried Union Office & Technical (Local 1196-1) Agreement, the Plan was amended on January 1, 2004, to provide an employer contribution of $0.50 for each hour worked by the participant, and on June 1, 2004, to provide that the employer match and the employer contributions of 6.5% of participants’ monthly pensionable earnings and $43.34 per month were eliminated. The Plan allows participants to direct their contributions, and contributions made on their behalf, to any of the investment alternatives. Unless otherwise specified by the participant, employer contributions are made to the State Street Target Retirement Fund that most closely matches the participant’s 65^th birthday date (e.g., State Street Target Retirement Fund 2020).

Separate accounts are maintained by the Plan Sponsor for each participating employee. Trustee fees and asset management fees charged by the Plan’s trustee, Mellon Bank, N.A., prior to September 1, 2007 and thereafter Mercer Trust Company, for the administration of all funds are charged against net assets available for benefits of the respective fund. Certain other expenses of administering the Plan are paid by the Plan Sponsor.

Participants may make “in-service” and hardship withdrawals as outlined in the plan document.

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements (continued)

2. Description of the Plan (continued)

Active employees can borrow up to 50% of their vested account balances minus any outstanding loans. The loan amounts are further limited to a minimum of $1,000 and a maximum of $50,000, and an employee can obtain no more than three loans at one time. Interest rates are determined based on commercially accepted criteria, and payment schedules vary based on the type of the loan. General purpose loans are repaid over 6 to 60 months, and primary residence loans are repaid over periods up to 180 months. Payments are made by payroll deductions.

Further information about the Plan, including eligibility, vesting, contributions, and withdrawals, is contained in the plan documents, summary plan description, and related contracts. These documents are available from the Plan Sponsor.

3. Investments

Prior to September 1, 2007, certain of the Plan’s investments were in the Allegheny Master Trust, which had three separately managed institutional investment accounts: the T. Rowe Price Structured Research Common Trust Fund, the Alliance Capital Growth Pool, and the Standish Mellon Fixed Income Fund, which were valued on a unitized basis (collectively, the “Allegheny Master Trust”).

On September 1, 2007, as part of a change in the administration of the Plan, including changing the record keeper to Mercer Human Resources from Affiliated Computer Services, Inc., and changing the trustee to Mercer Trust Company from Mellon Bank, N.A., the investment options available to participants under the Plan were changed. Additionally, the Plan liquidated its investment in the Allegheny Master Trust. The Standish Mellon Fixed Income Fund was renamed the Standish Mellon Stable Value Fund.

The Allegheny Master Trust was established for the investment of assets of the Plan, and several other ATI sponsored retirement plans. Each participating retirement plan had an undivided interest in the Allegheny Master Trust. Investment income and expenses are allocated to the Plan based upon its pro rata share in the net assets of the Allegheny Master Trust. At December 31, 2006, the Plan’s interest in the net assets of the Alliance Capital Growth Pool, the Standish Mellon Fixed Income Fund, and the T. Rowe Price Structured Research Common Trust Fund held within the Allegheny Master Trust was as follows:

		2006
Alliance Capital Growth Pool			66.87	%
Standish Mellon Fixed Income Fund			47.42
T. Rowe Price Structured Research Common Trust Fund			28.41

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements (continued)

3. Investments (continued)

The composition of the net assets of the Standish Mellon Fixed Income Fund held within the Allegheny Master Trust at December 31, 2006 was as follows:

Guaranteed investment contracts:
Principal Life		$	1,368,618
New York Life Insurance Company			895,330
			2,263,948
Synthetic guaranteed investment contracts:
Monumental Life			60,286,128
Rabobank			53,011,207
Union Bank of Switzerland			39,206,620
Bank of America			28,662,260
State Street Bank			21,292,911
IXIS Financial Products, Inc.			4,030,074
			206,489,200
Interest in common collective trusts			24,622,702
Total net assets at fair value			233,375,850
Wrap contracts at fair value			(49,959	)
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			3,381,661
Total net assets		$	236,707,552

The Plan retained the Standish Mellon Fixed Income Fund, renamed as the Standish Mellon Stable Value Fund (the Fund), as an investment option in a separate account subsequent to liquidating the Plan’s interest in the Allegheny Master Trust. The investments held by Standish Mellon Stable Value Fund are separately reported in 2007. The Fund invests in guaranteed investment contracts (GICs) and actively managed structured or synthetic investment contracts (SICs). The GICs are promises by a bank or insurance company to repay principal plus a fixed rate of return through contract maturity. SICs differ from GICs in that there are specific assets supporting the SICs and these assets are owned by the Plan. The bank or insurance company issues a wrapper contract that allows participant-directed transactions to be made at contract value. The assets supporting the SICs were comprised of government agency bonds, corporate bonds, asset-backed securities (ABOs), and collateralized mortgage obligations (CMOs).

Interest crediting rates on the GICs in the Fund are determined at the time of purchase. Interest crediting rates on the SICs are either: (1) set at the time of purchase for a fixed term and crediting rate, (2) set at the time of purchase for a fixed term and variable crediting rate, or (3) set at the time of purchase and reset monthly within a “constant duration.” A constant duration contract may specify a duration of 2.5 years and the crediting rate is adjusted monthly based upon quarterly rebalancing of eligible 2.5 year duration investment instruments at the time of each resetting; in effect the contract never matures. At December 31, 2007 and 2006, the interest crediting rates for GICs (2006 only) and Fixed Maturity SICs ranged from 4.30% to 5.32% and 4.30% to 5.34%, respectively.

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements (continued)

3. Investments (continued)

Average yields for all fully benefit-responsive investment contracts for the years ended December 31, 2007 and 2006 were as follows:

		Years Ended December 31
		2007				2006
Average yields:
Based on actual earnings			4.72	%			4.75	%
Based on interest rate credited to participants			4.57	%			4.64	%

The following presents investments that represent 5% or more of the Plan’s net assets:

		December 31
		2007				2006
American Funds Growth Fund of America		$	27,110,712			$	—
Allegheny Technologies Incorporated common stock			26,473,467				33,589,850
State Street Global Asset Advisors S&P500 Fund			19,990,877				—
Barclays Global Investors Asset-Backed Securities Index Fund**			18,663,527				—
American Funds Europacific Growth Fund			17,228,050				—
Alliance Bernstein Small Mid Cap Value Fund			16,372,049				—
Barclays Global Investors Intermediate Term Credit Bond Index Fund**			15,852,204				—
MSIF Small Company Growth Fund			15,492,580				—
Standish Mellon Fixed Income Fund*			—				112,238,253
Oakmark Balanced Fund			—				23,835,020
Alliance Capital Growth Pool*			—				22,952,871
T. Rowe Price Structured Research Common Trust Fund*			—				20,503,072
Dreyfus Emerging Leaders Fund			—				15,412,702

Investments in SICs at contract value that represent 5% of more of the Plan’s net assets were as follows:

		December 31
		2007				2006
Rabobank Constant Duration SIC		$	25,321,764			$	—
Monumental Life Ins. Co. Constant Duration SIC			24,895,256				—
Union Bank of Switzerland Fixed Maturity SIC			17,324,923				—

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements (continued)

3. Investments (continued)

The composition of net assets of the Alliance Capital Growth Pool at December 31, 2006 was as follows:

Investment in pooled separate accounts:
Alliance Equity Fund S.A. #4		$	34,335,972
Operating payables			(10,572	)
Total net assets		$	34,325,400

The composition of net assets of the T. Rowe Price Structured Research Common Trust Fund at December 31, 2006 was as follows:

Interest in common collective trusts		$	72,210,981
Payables			(34,228	)
Total net assets		$	72,176,753

The composition of the changes in net assets of the Allegheny Master Trust for the year ended December 31, 2006 is as follows:

										T. Rowe Price
		Standish Mellon				Alliance Capital				Structured Research
		Fixed Income Fund				Growth Pool				Common Trust Fund
Investment income (loss):
Interest income		$	9,196,721			$	—			$	—
Net realized/unrealized gain on corporate common stocks			6,246				—				11,900
Net loss, pooled separate accounts			—				(283,791	)			—
Net gain, common collective trusts			851,445				—				10,226,870
Administrative expenses			(242,636	)			(98,140	)			(403,225	)
Transfers			14,124,671				(5,060,685	)			(3,924,321	)
Net increase (decrease)			23,936,447				(5,442,616	)			5,911,224
Total net assets at beginning of year			212,771,105				39,768,016				66,265,529
Total net assets at end of year		$	236,707,552			$	34,325,400			$	72,176,753

Interest, realized and unrealized gains and losses, and management fees from the Allegheny Master Trust are included in the net gain from interest in Allegheny Master Trust on the statements of changes in net assets available for benefits for the year ended December 31, 2006.

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements (continued)

4. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated August 4, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.

5. Plan Termination

Although it has not expressed any intent to do so, the employing companies have the right under the Plan to discontinue their contributions at any time and to terminate their respective participation in the Plan subject to the provisions of ERISA. However, no such action may deprive any participant or beneficiary under the Plan of any vested right.

6. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risk such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

7. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

		December 31
		2007				2006
Net assets available for benefits per the financial statements		$	298,177,332			$	299,271,782
Deemed distribution of benefits to participants			(138,106	)			(157,053	)
Net assets available for benefits per the Form 5500		$	298,039,226			$	299,114,729

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements (continued)

7. Reconciliation of Financial Statements to Form 5500 (continued)

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2007.

Benefits paid to participants per the financial statements		$	31,703,777
Add: Amounts allocated on Form 5500 to deemed distributions for the year ended December 31, 2007			138,106
Subtract: Amounts allocated on Form 5500 to deemed distributions for the year ended December 31, 2006			(157,053	)
Benefits paid to participants per the Form 5500		$	31,684,830

Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394     Plan: 004

Schedule H, Line 4i-Schedule of Assets (Held at End of Year)

December 31, 2007

Description		Units/Shares				Current Value
Registered Investment Companies
Alliance Bernstein Small Mid Cap Value Fund						$	16,372,049
American Funds Europacific Growth Fund							17,228,050
American Funds Growth Fund of America							27,110,712
MFS Value Fund							10,413,881
Lord, Abbott Mid Cap Value Fund							6,990,439
MSIF Small Company Growth Fund							15,492,580
Western Asset Core Plus Bond Fund							6,330,453
Putnam Money Market Fund							774,092
							100,712,256
Self-directed accounts
Aim Global Health Care Fund Investor Class							111,724
Aim Technology Fund Investor Class							3,022
American Beacon International							21,429
American Beacon Large Cap Value Fund							52,390
American Century Equity Growth Fund							49,373
American Century Real Estate Fund							52,418
Ariel Appreciation Fund							20,836
Baron Asset Fund							14,293
Baron Growth Fund							6,540
Cash Balance Liability							(243	)
CGM Focus Fund							10,944
CGM Realty Fund							43,641
Dodge & Cox International Fund							57,712
Dodge & Cox Stock Fund							3,931
Dreyfus Basic S&P 500 Index							6,425
Dreyfus Disciplined Stock Fund Class R							9,642
Dreyfus Intermediate Term							10,004
Dreyfus Mid-Cap Value Fund							9,172
Dreyfus Premier Enterprise Fund							33,285
Dreyfus Premier Technology Growth							47,735
DWS High Income Plus Fund Class S							14,707
Excelsior value & Restructuring Fund							6,203
FBR Focus Fund							1,613
Federated Kaufmann Fund Class K							249,403
Fidelity Advisor Latin America Fund							28,752
Fidelity Aggressive Growth Fund							2,404
Fidelity Canada Fund							53,283
Fidelity Dividend Growth Fund							15,982
Fidelity Equity Income II Fund							32,030
Fidelity Growth Company							24,167

Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394     Plan: 004
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)

December 31, 2007

Description		Current Value
Fidelity International			104,793
Fidelity Latin America Fund			118,745
Fidelity Leveraged Company Stock Fund			90,903
Fidelity Nordic Countries Fund			51,300
Fidelity Select Biotechnology Fund			5,240
Fidelity Select Electronics Fund			17,666
Fidelity Select Gold Fund			63
Fidelity Select Health Care Fund			19,155
Fidelity Select Portfolio Computer Fund			17,606
Fidelity Select Software Fund			55,829
Fidelity Select Technology Portfolio FD			39,239
Fidelity Small Cap Independence Fund			49,310
Fidelity Spartan 500 Index Fund			81,199
Fidelity Spartan Int’l Index Fund			75,448
Franklin Convertible Secs Fund Class A			2,894
Gamco Global Growth Fund Class AAA			6,509
Gamco Growth Fund Class AAA			46,620
Growth Fund of America Class B			10,106
Harbor International Fund Investor Class			47,631
Janus Contrarian Fund			230,526
Janus Enterprise Fund			116,652
Janus Fund			41,756
Janus Global Life Sciences Fund			35,889
Janus Global Opportunities Fund			27,935
Janus Global Technology Fund			50,424
Janus Growth & Income Fund			112,382
Janus Mid Cap Value Fund Investor Shares			30,505
Janus Orion Fund			264,644
Janus Research Fund			160,232
Janus Twenty Fund			50,600
Janus Worldwide Fund			72,141
Jennison Health Sciences Fund Class Z			21,992
Jensen Portfolio Class J			43,893
Lazard Emerging Markets Portfolio			37,603
Loomis Sayles Bond Fund Retail			22,297
Lord Abbett Mid Cap Value Fund Class B			7,785
Marsico Growth Fund			82,072
Masters Select International Fund			30,661
Matthews China Fund			65,220
Meridian Growth Fund			9,651
MFS Mid Cap Growth Fund Class A			18,387
Midas Fund			46
Mutual Series Discovery Class Z			20,327
Old Mutual Columbus Circle Technology & Comm. Fund Class Z			15,963

Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394     Plan: 004
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)

December 31, 2007

Description		Current Value
Old Mutual Emerging Growth Fund Class Z			62
Pimco All Asset Fund			5,729
Pimco All Asset Fund Class D			22,536
Pimco Commodity Real Return			14,205
Pimco Total Return Fund Class D			139,124
Royce Opportunity Fund			1,532
Royce Pennsylvania Mutual Fund			9,073
Royce Special Equity Fund			15,494
RS Core Equity Fund Class A			44,947
RS Emerging Growth Fund Class A			39,789
Rydex 1.25x Strategy			6,247
Short Real Estate Profund			43,172
Short Small Cap Profund Service			29,576
Stratton Multi Cap Fund			34,886
T Rowe Price Blue Chip Growth			12,763
T Rowe Price Capital Appreciation			112,322
T Rowe Price Equity Income Fund			41,193
T Rowe Price Growth Stock			16,555
T Rowe Price Health Sciences			30,814
T Rowe Price International			10,469
T Rowe Price Latin America			57,529
T Rowe Price Media & Telecommunications			12,294
T Rowe Price Mid Cap Growth			24,951
T Rowe Price New Era			34,880
T Rowe Price Real Estate			5,865
T Rowe Price Science & Technology			69,697
T Rowe Price Small-Cap Value			35,545
Third Avenue Real Estate Value Fund			11,362
Third Avenue Value Fund			13,662
Ultra Emerging Markets Profund			3,570
US Government Plus Fund Profund			37,533
Vanguard 500 Index Fund Investor Shares			81,294
Vanguard Energy Fund			143,996
Vanguard Equity Income Fund			17,411
Vanguard Growth Index Fund Investor			7,396
Vanguard Health Care Fund			36,514
Vanguard International Value			138,518
Vanguard Mid-Cap Stock Index Fund			174,560
Vanguard Precious Metals and Mining			59,894
Vanguard Primecap Core Fund Investor			15,275
Vanguard Small Cap Index Fund			10,159
Vanguard Strategic Equity Fund			17,956
Vanguard Total International Stock			6,113
Vanguard Wellington Fund			73,927

Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394     Plan: 004
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)

December 31, 2007

Description		Current Value
Vanguard Windsor Fund			14,537
Vanguard Windsor II Fund			109,603
Wasatch Heritage Growth Fund			12,643
Wasatch Strategic Growth Fund			7,480
Wells Fargo Advantage Dividend			145,821
Wells Fargo Advantage Growth			15,432
Self-Directed Accounts			5,428,561
Total Registered Investment Companies		$	106,140,817
Corporate Common Stock
Allegheny Technologies Incorporated*		$	26,473,467
Participant loans* (5.00% to 9.75%, with maturities through 2020)		$	2,692,259
Interest bearing cash
Mellon Stable Value Fund		$	3,554,455
Natixis Financial			1,846,624
		$	5,401,079
Common Collective Trusts
Mellon Stable Value Fund		$	2,139,824
SEI Fund			954,368
State Street Global Advisors Target Retirement Income Fund			2,666,142
State Street Global Advisors Target Retirement Income Fund 2010			2,018,095
State Street Global Advisors Target Retirement Income Fund 2015			6,752,128
State Street Global Advisors Target Retirement Income Fund 2020			8,719,711
State Street Global Advisors Target Retirement Income Fund 2025			4,561,874
State Street Global Advisors Target Retirement Income Fund 2030			3,432,462
State Street Global Advisors Target Retirement Income Fund 2035			883,555
State Street Global Advisors Target Retirement Income Fund 2040			463,266
State Street Global Advisors Target Retirement Income Fund 2045			956,185
State Street Global Advisors S&P 500 Index Fund			19,990,877
State Street Global Advisors MSCI ACWI Ex-US Fund			855,400
		$	54,393,887
Fixed Maturity Synthetic Contracts:
Credit Cards, CCIT 03-A6 A6		$	914,088
Rate Redu Bonds, COMED 98-1 A7			307,175
Fannie Mae, FNR 2002-74 LC			420,380
Freddie Mac, FHR 2627 BU			1,550,088
Freddie Mac, FHR 2640 TL			910,799
Freddie Mac, FHR 2715 ND			994,099
Freddie Mac, FHR 2760 EB			918,867

Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394     Plan: 004
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)

December 31, 2007

Description		Current Value
Freddie Mac, FHR 2786 PC			461,026
Freddie Mac, FHR 2865 PQ			1,364,046
Freddie Mac, FHR 2866 XD			1,364,012
Freddie Mac, FHR 2870 BD			920,974
Freddie Mac, FHR 2888 OW			646,752
GNMA Project Loans, GNR 06-51 A			1,079,749
Rate Redu Bonds, PSNH 01-1 A2			191,950
Bank of America, N.A. Wrap contract			(14,418	)
Bank of America, N.A. Fixed Maturity Synthetic Contract 03-040			12,029,587
Rate Redu Bonds, DESF 01-1 A3			176,831
Freddie Mac, FHR 2539 PR			176,337
Rabobank Wrap contract			(95	)
Rabobank Fixed Maturity Synthetic Contract ATI020101			353,073
Auto, BASAT 06-G1 A4			1,389,082
CMBS, CD 05-CD1 A2 FX			462,245
Rate Redu Bonds, CNP 05-1 A2			1,399,329
Freddie Mac, FHR 2631 LB			870,086
Freddie Mac, FHR 2681 PC			1,385,964
Freddie Mac, FHR 2778 KR			456,834
Freddie Mac, FHR 2981 NB			1,059,177
CMBS, MLMT 05-CIP1 A2			1,837,527
CMBS, MLMT 05-CKI1 A2			925,764
State Street Bank Wrap contract			(39,475	)
State Street Bank Fixed Maturity Synthetic Contract 105028			9,746,533
CMBS, BSCMS 05-T18 A2			684,430
CMBS, BSCMS 99-WF2 A2			1,124,895
CMBS, BSCMS 03-T12 A2			837,637
CMBS, CASC 98-D7 A1B			1,108,686
Credit Cards, COMET 03-A4 A4			1,369,470
Credit Cards, CCCIT, 03-A3 A3			1,153,717
CMBS, DLJCM 98-CF2 A1B			829,422
Freddie Mac, FHR 2663 ML			1,614,200
Freddie Mac, FHR 2763 PC			1,211,638
Freddie Mac, FHR 2921 NV			683,280
Freddie Mac, FHR 2934 OC			928,194
CMBS, HFCMC 99-PH1 A2			781,161
CMBS, JPMCC 05-LDP2 A2			910,465
Credit Cards, MBNAS 03-A1 A1			1,146,289
CMBS, MSC 99-CAM1 A4			327,431
Auto, NALT 06-A A4			1,855,010

Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394     Plan: 004
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)

December 31, 2007

Description		Current Value
Auto, VWALT 06-A A4			695,796
Union Bank of Switzerland Wrap contract			63,202
Union Bank of Switzerland Fixed Maturity Synthetic Contract 2970			17,324,923
Total Fixed Maturity Synthetic Contracts		$	39,454,116
Constant Duration Synthetic Contracts:
Barclays Global Investors, 1-3 Year Government Bond Index Fund		$	1,615,948
Barclays Global Investors, Asset-Backed Sec Index Fund			7,308,948
Barclays Global Investors, Comm Mortgage-Backed Sec Fund			2,497,004
Barclays Global Investors, Int Term Credit Bond Index Fund			6,208,016
Barclays Global Investors, Int Term Government Bond Index Fund			2,010,246
Barclays Global Investors, Long Term Government Bond Index Fund			131,055
Barclays Global Investors, Mortgage-Backed Sec Index Fund			5,003,879
Barclays Global Investors, Money Market Fund For EBT			7
Monumental Life Ins. Co. Wrap contract			120,153
Monumental Life Ins. Co. Constant Duration Synthetic Contract MDA00413TR			24,895,256
Barclays Global Investors, 1-3 Year Government Bond Index Fund			1,640,306
Barclays Global Investors, Asset-Backed Sec Index Fund			7,418,991
Barclays Global Investors, Comm Mortgage-Backed Sec Fund			2,534,814
Barclays Global Investors, Int Term Credit Bond Index Fund			6,301,410
Barclays Global Investors, Int Term Government Bond Index Fund			2,040,904
Barclays Global Investors, Long Term Government Bond Index Fund			131,145
Barclays Global Investors, Mortgage-Backed Sec Index Fund			5,079,249
Rabobank Wrap contract			174,945
Rabobank Constant Duration Synthetic Contract ATI060301			25,321,764
Barclays Global Investors, 1-3 Year Government Bond Index Fund			870,126
Barclays Global Investors, Asset-Backed Sec Index Fund			3,935,587
Barclays Global Investors, Comm Mortgage-Backed Sec Fund			1,344,540
Barclays Global Investors, Int Term Credit Bond Index Fund			3,342,778
Barclays Global Investors, Int Term Government Bond Index Fund			1,082,440
Barclays Global Investors, Long Term Government Bond Index Fund			70,568
Barclays Global Investors, Mortgage-Backed Sec Index Fund			2,695,301
Barclays Global Investors, Money Market Fund For EBT			4
State Street Bank Wrap contract			63,343
State Street Bank Constant Duration Synthetic Contract 107073			13,404,687
Total Constant Duration Synthetic Contracts		$	63,621,707

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the administrators of the Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

		ALLEGHENY TECHNOLOGIES INCORPORATED
		ALLEGHENY TECHNOLOGIES RETIREMENT SAVINGS PLAN
Date: June 30, 2008		By:		/s/ Dale G. Reid
				Dale G. Reid
				Vice President-Controller, Chief Accounting Officer and Treasurer
				(Principal Accounting Officer and Duly Authorized Officer)