Washington, D.C. 20549

		þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
		FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
		o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
		FOR THE TRANSITION PERIOD FROM                      TO
		COMMISSION FILE NUMBER 1-12001

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

 

 

Audited Financial Statements and Supplemental Schedule
The 401(k) Plan
Years Ended December 31, 2007 and 2006
With Report of Independent Registered Public Accounting Firm

The 401(k) Plan

Audited Financial Statements
and Supplemental Schedule

Years Ended December 31, 2007 and 2006

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 401(k) 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

The 401(k) Plan

Statements of Net Assets Available for Benefits

		December 31
		2007				2006
Investments at fair value:
Interest in common collective trusts		$	83,628,796			$	276,934
Interest in registered investment companies			65,272,968				88,959,173
Interest in synthetic investment contracts			40,466,909				—
Corporate common stocks			34,273,938				38,265,185
Participant loans			10,431,086				8,937,587
Interest-bearing cash			2,128,019				6,770
Interest in Allegheny Master Trust			—				83,711,594
Overdraft			—				(2,764	)
Total investments at fair value			236,201,716				220,154,479
Contribution receivable			463,582				—
Other payables, net			—				(180,621	)
Net assets available for benefits at fair value			236,665,298				219,973,858
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			144,856				572,611
Net assets available for benefits		$	236,810,154			$	220,546,469

See accompanying notes.

The 401(k) Plan

Statements of Changes in Net Assets Available for Benefits

		Years Ended December 31
		2007				2006
Contributions:
Employer		$	7,127,464			$	5,712,993
Employee			17,716,776				14,493,408
Total contributions			24,844,240				20,206,401
Investment income:
Net gain from interest in registered investment companies			5,651,790				7,937,943
Net gain from interest in Allegheny Master Trust			3,786,688				7,197,627
Interest income			1,080,600				550,565
Net unrealized/realized gain (loss) on corporate common stocks			(650,163	)			27,241,550
Net gain from interest in common collective trusts			220,632				16,432
Dividend income			107,703				208,311
Other income			375,082				877
Total investment income			10,572,332				43,153,305
			35,416,572				63,359,706
Distributions to participants			(19,103,361	)			(13,591,061	)
Administrative expenses and other, net			(49,526	)			(48,886	)
			(19,152,887	)			(13,639,947	)
Net increase in net assets available for benefits			16,263,685				49,719,759
Net assets available for benefits at beginning of year			220,546,469				170,826,710
Net assets available for benefits at end of year		$	236,810,154			$	220,546,469

See accompanying notes.

The 401(k) 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 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.

The 401(k) Plan

Notes to Financial Statements (continued)

1. Significant Accounting Policies (continued)

Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. 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 401(k) 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. Qualifying employee contributions are partially matched by the respective employing companies which are affiliates of Allegheny Technologies Incorporated (ATI, the Plan Sponsor), up to the lesser of a maximum of $1,000 annually for each participant, or 50% of participants’ deferrals up to a maximum of 3.5% of total eligible wages (except for Allvac and Wah Chang). For hourly employees of the Casting Service operation, the employing company matches 100% of the employee contributions up to 3.5% of total eligible wages. In addition, for certain Metalworking products union employees annual flat dollar contributions will be paid into the Plan at the end of each year provided the following criteria are met: the employee must have contributed a minimum of 2% of their total earnings for the year into the Plan; the employee must have completed a minimum of 1,000 hours during the calendar year; and the employee must be an active, nonunion employee as of December 31^st of that year. The exceptions to this rule for certain Metalworking Products union employees are that 1.) employees who retire during the calendar year will remain eligible for this contribution, so long as they meet the 1,000-hour rule; such retirees will receive a prorated contribution, based on the number of months they worked in the year; however, an employee who terminates (not retires) prior to December 31^st will not be eligible for this flat dollar contribution, regardless of the number of hours worked, and 2.) hourly bargained employees at the Casting Service operation receive the annual flat dollar contributions notwithstanding the above conditions. For certain union employees of Portland Forge, the matching rate is at 100% but is limited to a maximum matching contribution of $1,000 and the Company will also make contributions of $0.25 per hour worked.

The 401(k) Plan

Notes to Financial Statements (continued)

2. Description of the Plan (continued)

The flat dollar contribution amounts for eligible Casting Service employees are based on the employee’s years of service, as follows:

Years		Annual Amount of Contribution
0 to 4		$	100
5 to 9			500
10 to 14			600
15 to 19			700
20 to 24			800
25 to 29			1,000
30 to 34			1,500
35 or more			2,000

The flat dollar contribution amounts for eligible Allvac and Wah Chang employees are based on the employee’s years of service, as follows:

Years		Annual Amount of Contribution
0 to 4		$	125
5 to 9			625
10 to 14			750
15 to 19			875
20 to 24			1,000
25 to 29			1,250
30 to 34			1,875
35 or more			2,500

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 trustees, 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. Participants are fully vested in their entire participant account balance.

The 401(k) 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 $500 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 document, 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 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 were allocated to the plans based upon their pro rata share in the net assets on the 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:

T. Rowe Price Structured Research Common Trust Fund			57.55	%
Standish Mellon Fixed Income Fund			17.24
Alliance Capital Growth Pool			5.66

The 401(k) 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 the 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.

The 401(k) Plan

Notes to Financial Statements (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 as of December 31, 2007 and 2006:

		December 31
		2007				2006
State Street Global Advisors S&P 500 Fund		$	42,745,307			$	—
Allegheny Technologies Incorporated common stock			34,273,938				38,265,185
Alliance Bernstein Small Mid Cap Value Fund			14,466,840				—
American Funds Growth Fund of America			13,146,382				—
American Funds Europacific Growth Fund			12,365,187				—
T. Rowe Price Structured Research Common Trust Fund*			—				41,540,492
Standish Mellon Fixed Income Fund*			—				40,802,429
Oakmark Balanced Fund			—				27,551,951
Prudential Jennison Growth Fund, Class A Shares			—				10,838,836

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 401(k) Plan

Notes to Financial Statements (continued)

3. Investments (continued)

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:

		Standish Mellon								T. Rowe Price Structured Research
		Fixed Income Fund				Alliance Capital 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.

4. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated July 12, 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 the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan, as amended, is qualified and the related trust is tax-exempt.

The 401(k) Plan

Notes to Financial Statements (continued)

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		$	236,810,154			$	220,546,469
Deemed distribution of benefits to participants			(83,739	)			(33,234	)
Net assets available for benefits per the Form 5500		$	236,726,415			$	220,513,235

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		$	19,103,361
Add: Amounts allocated on Form 5500 to deemed distributions for the year ended December 31, 2007			83,739
Less: 2006 deemed distributions per Form 5500 recorded in financial statements as a distribution in 2006			(33,234	)
Benefits paid to participants per the Form 5500		$	19,153,866

The 401(k) Plan
EIN: 25-1792394 Plan: 098

Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2007

Description		Current Value
Registered Investment Companies
Alliance Bernstein Small Mid Cap Value Fund		$	14,466,840
American Funds Europacific Growth Fund			12,365,187
American Funds Growth Fund of America			13,146,382
MFS Value Fund			4,457,924
Lord, Abbott Mid Cap Value Fund			5,522,497
MSIF Small Company Growth Fund			5,545,286
Western Asset Core Plus Bond Fund			9,170,507
Putnam Money Market Fund			429,439
		$	65,104,062
Self-directed accounts:
Cash Balance Liability		$	(24	)
Dreyfus Mid Cap Value Fund			1,756
Dreyfus Premier Emerging Markets Fund			4,931
Dreyfus Premier Technology Growth Fund Class A			3,086
Longleaf Partners International			54,375
Oakmark International Fund			2,107
Rydex Dynamic OTC 2X Strategy Fund			244
Vanguard Health Care Fund			44,501
Vanguard Primecap Fund			47,883
Vanguard Windsor II Fund			9,239
Wells Fargo Advantage Specialized Tech Fund Class Z			808
			168,906
Total registered investment companies		$	65,272,968
Corporate Common Stock
Allegheny Technologies Incorporated common stock*		$	34,273,938
Interest-Bearing Cash
Mellon Stable Value Fund		$	1,400,451
Natixis Financial			727,568
		$	2,128,019
Common Collective Trusts
Mellon Stable Value Fund		$	843,089
SEI Fund			376,020
State Street Global Advisors Target Retirement Income Fund			4,087,263
State Street Global Advisors Target Retirement Income Fund 2010			7,313,748
State Street Global Advisors Target Retirement Income Fund 2015			8,538,853
State Street Global Advisors Target Retirement Income Fund 2020			6,428,273
State Street Global Advisors Target Retirement Income Fund 2025			5,198,759
State Street Global Advisors Target Retirement Income Fund 2030			2,786,763
State Street Global Advisors Target Retirement Income Fund 2035			2,292,663
State Street Global Advisors Target Retirement Income Fund 2040			1,234,822
State Street Global Advisors Target Retirement Income Fund 2045			946,030
State Street Global Advisors S&P 500 Index Fund			42,745,307

The 401(k) Plan
EIN: 25-1792394 Plan: 098
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2007

Description		Current Value
State Street Global Advisors MSCI ACWI Ex-US Fund			837,206
		$	83,628,796
Fixed Maturity Synthetic Contracts:
Credit Cards, CCIT 03-A6 A6		$	360,150
Rate Redu Bonds, COMED 98-1 A7			121,027
Fannie Mae, FNR 2002-74 LC			165,629
Freddie Mac, FHR 2627 BU			610,733
Freddie Mac, FHR 2640 TL			358,854
Freddie Mac, FHR 2715 ND			391,674
Freddie Mac, FHR 2760 EB			362,033
Freddie Mac, FHR 2786 PC			181,644
Freddie Mac, FHR 2865 PQ			537,433
Freddie Mac, FHR 2866 XD			537,419
Freddie Mac, FHR 2870 BD			362,863
Freddie Mac, FHR 2888 OW			254,820
GNMA Project Loans, GNR 06-51 A			425,420
Rate Redu Bonds, PSNH 01-1 A2			75,628
Bank of America, N.A. Wrap contract			(5,682	)
Bank of America, N.A. Fixed Maturity Synthetic Contract 03-040			4,739,645
Rate Redu Bonds, DESF 01-1 A3			69,671
Freddie Mac, FHR 2539 PR			69,477
Rabobank Wrap contract			(37	)
Rabobank Fixed Maturity Synthetic Contract ATI020101			139,111
Auto, BASAT 06-G1 A4			547,297
CMBS, CD 05-CD1 A2 FX			182,124
Rate Redu Bonds, CNP 05-1 A2			551,334
Freddie Mac, FHR 2631 LB			342,813
Freddie Mac, FHR 2681 PC			546,068
Freddie Mac, FHR 2778 KR			179,992
Freddie Mac, FHR 2981 NB			417,315
CMBS, MLMT 05-CIP1 A2			723,984
CMBS, MLMT 05-CKI1 A2			364,750
State Street Bank Wrap contract			(15,553	)
State Street Bank Fixed Maturity Synthetic Contract 105028			3,840,124
CMBS, BSCMS 05-T18 A2			269,665
CMBS, BSCMS 99-WF2 A2			443,208
CMBS, BSCMS 03-T12 A2			330,028
CMBS, CASC 98-D7 A1B			436,821
Credit Cards, COMET 03-A4 A4			539,570
Credit Cards, CCCIT, 03-A3 A3			454,563
CMBS, DLJCM 98-CF2 A1B			326,791
Freddie Mac, FHR 2663 ML			635,993
Freddie Mac, FHR 2763 PC			477,384
Freddie Mac, FHR 2921 NV			269,212
Freddie Mac, FHR 2934 OC			365,708
CMBS, HFCMC 99-PH1 A2			307,777
CMBS, JPMCC 05-LDP2 A2			358,722

The 401(k) Plan
EIN: 25-1792394 Plan: 098
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2007

Description		Current Value
Credit Cards, MBNAS 03-A1 A1			451,636
CMBS, MSC 99-CAM1 A4			129,007
Auto, NALT 06-A A4			730,872
Auto, VWALT 06-A A4			274,143
Union Bank of Switzerland Wrap contract			24,901
Union Bank of Switzerland Fixed Maturity Synthetic Contract 2970			6,826,001
Total Fixed Maturity Synthetic Contracts		$	15,544,881
Constant Duration Synthetic Contracts:
Barclays Global Investors, 1-3 Year Government Bond Index Fund		$	636,682
Barclays Global Investors, Asset-Backed Sec Index Fund			2,879,718
Barclays Global Investors, Comm Mortgage-Backed Sec Fund			983,817
Barclays Global Investors, Int Term Credit Bond Index Fund			2,445,952
Barclays Global Investors, Int Term Government Bond Index Fund			792,035
Barclays Global Investors, Long Term Government Bond Index Fund			51,636
Barclays Global Investors, Mortgage-Backed Sec Index Fund			1,971,523
Barclays Global Investors, Money Market Fund For EBT			3
Monumental Life Ins. Co. Wrap contract			47,338
Monumental Life Ins. Co. Constant Duration Synthetic Contract MDA00413TR			9,808,704
Barclays Global Investors, 1-3 Year Government Bond Index Fund			646,279
Barclays Global Investors, Asset-Backed Sec Index Fund			2,923,075
Barclays Global Investors, Comm Mortgage-Backed Sec Fund			998,714
Barclays Global Investors, Int Term Credit Bond Index Fund			2,482,749
Barclays Global Investors, Int Term Government Bond Index Fund			804,114
Barclays Global Investors, Long Term Government Bond Index Fund			51,671
Barclays Global Investors, Mortgage-Backed Sec Index Fund			2,001,219
Rabobank Wrap contract			68,927
Rabobank Constant Duration Synthetic Contract ATI060301			9,976,748
Barclays Global Investors, 1-3 Year Government Bond Index Fund			342,829
Barclays Global Investors, Asset-Backed Sec Index Fund			1,550,617
Barclays Global Investors, Comm Mortgage-Backed Sec Fund			529,747
Barclays Global Investors, Int Term Credit Bond Index Fund			1,317,051
Barclays Global Investors, Int Term Government Bond Index Fund			426,480
Barclays Global Investors, Long Term Government Bond Index Fund			27,804
Barclays Global Investors, Mortgage-Backed Sec Index Fund			1,061,941
Barclays Global Investors, Money Market Fund For EBT			1
State Street Bank Wrap contract			24,962
State Street Bank Constant Duration Synthetic Contract 107073			5,281,432
Total Constant Duration Synthetic Contracts		$	25,066,884
Participant loans* (4.00% to 9.50%, with maturities through 2022)		$	10,431,086

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
		THE 401K 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)