On May 27, 2009, Allegheny Technologies Incorporated (the "Company") executed and delivered an underwriting agreement (the "Senior Notes Underwriting Agreement"), by and among the Company and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. on behalf of themselves and the other underwriters named therein (the "Senior Notes Underwriters"), relating to the issuance and sale of $350,000,000 aggregate principal amount of the Company's 9.375% Senior Notes due 2019 (the "Senior Notes"). The offering and sale of the Senior Notes are expected to be completed on June 1, 2009. Under the terms of the Senior Notes Underwriting Agreement, the Company has agreed to indemnify the Senior Notes Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), or to contribute payments that the Senior Notes Underwriters may be required to make because of any of those liabilities. The Senior Notes will be issued pursuant to a base indenture expected to be dated as of June 1, 2009, between the Company and The Bank of New York Mellon, N.A., as trustee, as supplemented by a supplemental indenture expected to be dated as of June 1, 2009. A copy of the Senior Notes Underwriting Agreement is filed herewith as Exhibit 1.1.
On May 27, 2009, the Company executed and delivered an underwriting agreement (the "Convertible Notes Underwriting Agreement"), by and among the Company and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. on behalf of themselves and the other underwriters named therein (the "Convertible Notes Underwriters"), relating to the issuance and sale of $350,000,000 aggregate principal amount of the Company's 4.25% Convertible Senior Notes due 2014 (the "Convertible Notes"). The Company has granted the Convertible Notes Underwriters a 30-day option to acquire up to an additional $52,500,000 aggregate principal amount of Convertible Notes. The offering and sale of the Convertible Notes are expected to be completed on June 2, 2009. Under the terms of the Convertible Notes Underwriting Agreement, the Company has agreed to indemnify the Convertible Notes Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute payments that the Convertible Notes Underwriters may be required to make because of any of those liabilities. The Convertible Notes will be issued pursuant to a base indenture expected to be dated as of June 1, 2009, between the Company and The Bank of New York Mellon, N.A., as trustee, as supplemented by a supplemental indenture expected to be dated as of June 2, 2009. A copy of the Convertible Notes Underwriting Agreement is filed herewith as Exhibit 1.2.
The foregoing is not a complete discussion of the Senior Notes Underwriting Agreement or the Convertible Notes Underwriting Agreement. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Senior Notes Underwriting Agreement and the Convertible Notes Underwriting Agreement attached to this Current Report as Exhibits 1.1 and 1.2, respectively, which are incorporated herein by reference. Item 8.01. Other Events.

On May 27, 2009, the Company announced the respective pricings of its offerings of Senior Notes and Convertible Notes. The Company's press release announcing the respective pricings of

its offerings of Senior Notes and Convertible Notes is set forth in its entirety and filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 1.1     Underwriting Agreement dated May 27, 2009, among Allegheny
                Technologies Incorporated and Citigroup Global Markets Inc. and J.P.
                Morgan Securities Inc., as representatives of the several
                underwriters named therein.

Exhibit 1.2     Underwriting Agreement dated May 27, 2009, among Allegheny
                Technologies Incorporated and J.P. Morgan Securities Inc. and
                Citigroup Global Markets Inc., as representatives of the several
                underwriters named therein.

Exhibit 99.1    Press release dated May 27, 2009.