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, 2005 and 2004
With Report of Independent Registered Public Accounting Firm

Allegheny Technologies Retirement Savings Plan

Audited Financial Statements
and Supplemental Schedule

Years Ended December 31, 2005 and 2004

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
EX-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, 2005 and 2004, 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, 2005 and 2004, 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, 2005, 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

June 23, 2006
Pittsburgh, Pennsylvania

Allegheny Technologies Retirement Savings Plan

Statements of Net Assets Available for Benefits

		December 31
		2005				2004
Investments:
Interest in Allegheny Master Trust		$	149,610,476			$	150,958,227
Interest in registered investment companies			90,006,536				72,353,735
Corporate common stocks			18,616,407				14,558,530
Participant loans			2,704,914				2,841,346
Interest in common collective trusts			210,363				—
Interest bearing cash			11,193				77,489
Total investments			261,159,889				240,789,327
Employer contribution receivable			330,358				9,300
Employee contributions receivable			211,767				17,290
Other payables, net			(7,481	)			(1,862	)
Net assets available for benefits		$	261,694,533			$	240,814,055

See accompanying notes.

Allegheny Technologies Retirement Savings Plan

Statements of Changes in Net Assets Available for Benefits

		Years Ended December 31
		2005				2004
Contributions:
Employer		$	7,204,742			$	6,392,805
Employee			6,723,272				5,009,391
Total contributions			13,928,014				11,402,196
Investment income:
Net gain from interest in Allegheny Master Trust			8,489,872				10,116,374
Net gain from interest in registered investment companies			7,263,606				8,171,954
Net realized/unrealized gain on corporate common stocks			9,188,964				6,505,273
Dividend income			167,817				173,971
Interest income			148,218				143,140
Net gain from interest in common collective trusts			2,667				742
Other (expense) income			(79,478	)			44,000
Total investment income			25,181,666				25,155,454
			39,109,680				36,557,650
Distributions to participants			(18,219,878	)			(23,969,348	)
Administrative expenses and other, net			(9,324	)			(5,141	)
			(18,229,202	)			(23,974,489	)
Net increase in net assets available for benefits			20,880,478				12,583,161
Net assets available for benefits at beginning of year			240,814,055				228,230,894
Net assets available for benefits at end of year		$	261,694,533			$	240,814,055

See accompanying notes.

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements

December 31, 2005

1. Significant Accounting Policies

Investments are valued as follows:

Bank and insurance investment contracts are included in the financial statements at contract value, (which represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses), because they are fully benefit responsive. 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 Fixed Income Fund until maturity, certain investment contracts provide for adjustments to contract value for withdrawals made prior to maturity.

All other investments are stated at their net asset value, based on the quoted market prices of the securities held in such funds on applicable exchanges.

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.

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

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements (continued)

2. Description of the Plan (continued)

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 Standish Fixed Income Fund.

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., 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.

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.

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements (continued)

3. Investments

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

		December 31
		2005				2004
Standish Fixed Income Fund		$	102,819,541			$	100,151,127
Alliance Capital Growth Pool			27,326,945				26,634,265
Oakmark Balanced Fund			22,283,555				19,881,038
T. Rowe Price Structured Research Common Trust Fund			19,463,990				24,172,835
Allegheny Technologies Incorporated common stock			18,616,407				14,558,530
Dreyfus Emerging Leaders Fund			16,308,754				16,975,167

Certain of the Plan’s investments are in the Allegheny Master Trust, which has three separately managed institutional investment accounts; the T. Rowe Price Structured Research Common Trust Fund (formerly the ATI Disciplined Stock Fund), the Alliance Capital Growth Pool, and the Standish Fixed Income Fund, which were valued on a unitized basis (collectively, the “Allegheny Master Trust”). In May, 2005, Dreyfus was terminated as the manager of the ATI Disciplined Stock Fund and T. Rowe Price Associates, Inc. (“T. Rowe Price”) was appointed. At that time all holdings in the institutional investment account managed by Dreyfus were moved to the institutional investment account managed by T. Rowe Price. T. Rowe Price administered the transition of the holdings by transferring securities in kind to the T. Rowe Price Structured Research Common Trust Fund. Trust investments formerly in the ATI Disciplined Stock Fund are reported as T. Rowe Price Structured Research Common Trust Fund investments for all periods presented.

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 has an undivided interest in the Allegheny Master Trust. At December 31, 2005 and 2004, the Plan’s interest in the net assets of the Alliance Capital Growth Pool, the Standish Fixed Income Fund, and the T. Rowe Price Structured Research Common Trust Fund was as follows:

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements (continued)

3. Investments (continued)

		2005				2004
Alliance Capital Growth Pool			68.72	%			69.86	%
Standish Fixed Income Fund			48.33				50.36
T. Rowe Price Structured Research Common Trust Fund			29.37				32.66

Investment income and expenses are allocated to the Plan based upon its pro rata share in the net assets of the Allegheny Master Trust.

The composition of the net assets of the Standish Fixed Income Fund at December 31, 2005 and 2004, was as follows:

		2005				2004
Guaranteed investment contracts:
Canada Life		$	—			$	1,371,538
GE Life and Annuity			5,423,371				8,735,242
Hartford Life Insurance Company			3,957,897				8,250,446
John Hancock Life Insurance Company			3,007,848				4,670,166
Monumental Life Insurance Company			1,017,237				1,017,190
New York Life Insurance Company			4,678,585				6,769,166
Ohio National Life			1,994,712				2,687,551
Pacific Mutual Life Insurance Company			—				5,061,507
Principal Life			1,302,255				1,243,795
Pruco Pace Credit Enhanced			3,699,594				7,132,148
Security Life of Denver			1,511,089				5,972,064
United of Omaha			1,415,656				2,929,738
			28,008,244				55,840,551
Synthetic guaranteed investment contracts:
State Street Bank			15,346,138				—
MDA Monumental BGI Wrap			44,677,978				36,520,489
Bank of America			33,678,591				33,366,628
Rabobank			41,850,313				37,879,291
Union Bank of Switzerland			36,377,616				25,166,696
			171,930,636				132,933,104
Interest in common collective trusts			12,085,541				9,386,961
Other			746,684				670,702
Total net assets		$	212,771,105			$	198,831,318

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements (continued)

3. Investments (continued)

The Standish Fixed Income Fund (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 Allegheny Master Trust. 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 are comprised of government agency bonds, corporate bonds, asset-backed securities (ABOs), and collateralized mortgage obligations (CMOs) with fair values of $169,324,880 and $134,332,201 at December 31, 2005 and 2004, respectively.

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, 2005 and 2004, the interest crediting rates for GICs and Fixed Maturity SICs ranged from 4.15% to 7.08% and 3.87% to 8.05%, respectively.

For the years ended December 31, 2005 and 2004, the average annual yield for the investment contracts in the Fund was 4.59% and 4.89%, respectively. Fair value of the GICs was estimated by discounting the weighted average of the Fund’s cash flows at the then-current, interest-crediting rate for a comparable maturity investment contract. Fair value for the SICs was estimated based on the fair value of each contract’s supporting assets at December 31, 2005 and 2004.

The composition of net assets of the Alliance Capital Growth Pool at December 31, 2005 and 2004, was as follows:

		2005				2004
Investment in pooled separate accounts:
Alliance Equity Fund S.A. #4		$	39,779,750			$	38,135,320
Operating payables			(11,734	)			(11,230	)
Total net assets		$	39,768,016			$	38,124,090

Allegheny Technologies Retirement Savings 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, 2005 and 2004 was as follows:

		2005				2004
Investment in common collective trusts		$	66,391,950			$	71,478
Corporate common stocks			—				72,955,300
Receivables			—				1,085,015
Payables			(126,421	)			(97,126	)
Total net assets		$	66,265,529			$	74,014,667

The composition of the changes in net assets of the Allegheny Master Trust is as follows:

																		T. Rowe Price Structured Research
		Standish Fixed Income Fund								Alliance Capital Growth Pool								Common Trust Fund
		Years Ended December 31
		2005				2004				2005				2004				2005				2004
Investment income (loss):
Interest income		$	9,077,315			$	9,236,594			$	—			$	—			$	—			$	—
Net realized/unrealized gain (loss) on corporate common stocks			(543	)			(1,358	)			(1	)			—				(1,585,846	)			4,352,382
Dividends			—				—				—				—				427,913				1,368,881
Net loss, registered investment companies			(7,739	)			—				—				—				—				—
Net gain, pooled separate accounts			—				—				4,438,949				5,432,718				—				—
Net gain, common collective trusts			443,616				122,717				—				—				4,781,495				8,488
Administrative expenses			(254,334	)			(240,688	)			(129,310	)			(128,988	)			(461,975	)			(551,752	)
Transfers			4,681,472				(1,892,602	)			(2,665,712	)			(2,835,451	)			(10,910,725	)			(9,000,958	)
Net increase (decrease)			13,939,787				7,224,663				1,643,926				2,468,279				(7,749,138	)			(3,822,959	)
Total net assets at beginning of year			198,831,318				191,606,655				38,124,090				35,655,811				74,014,667				77,837,626
Total net assets at end of year		$	212,771,105			$	198,831,318			$	39,768,016			$	38,124,090			$	66,265,529			$	74,014,667

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.

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. Parties-in-Interest

Dreyfus Corporation is the manager of the Dreyfus Mutual Funds that are offered as investment options under this Plan. Dreyfus Service Corporation is the funds’ distributor. Dreyfus Corporation and Dreyfus Service Corporation are both wholly owned subsidiaries of Mellon Financial Corporation. Mellon Financial Corporation also owns Mellon Bank, N.A., the trustee for this Plan. T. Rowe Price Associates, Inc. is the manager of the T. Rowe Price Structured Research Common Trust Fund. Therefore, transactions with these entities qualify as party-in-interest transactions.

6. 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.

7. 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.

Allegheny Technologies Retirement Savings Plan

Notes to Financial Statements (continued)

8. 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
		2005				2004
Net assets available for benefits per the financial statements		$	261,694,533			$	240,814,055
Deemed distribution of benefits to participants			(42,340	)			(46,365	)
Net assets available for benefits per the Form 5500		$	261,652,193			$	240,767,690

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2005:

Benefits paid to participants per the financial statements		$	18,219,878
Add: Amounts allocated on Form 5500 to deemed distributions for the year ended December 31, 2005			42,340
Subtract: Amounts allocated on Form 5500 to deemed distributions for the year ended December 31, 2004			(46,365	)
Benefits paid to participants per the Form 5500		$	18,215,853

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

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

December 31, 2005

Description		Units/Shares				Current Value
Registered Investment Companies
Artisan Midcap Funds			120,945.9500			$	3,739,649
Dreyfus Appreciation Fund*			24,660.9870				980,274
Dreyfus Bond Market Index*			274,442.2010				2,763,633
Hartford Midcap Fund			217,352.5130				6,244,538
Lord, Abbett Midcap Funds			272,207.9210				6,100,180
Dreyfus Emerging Leaders Fd*			393,836.1290				16,308,754
MFS Value Fund			141,610.9460				3,278,293
Dreyfus Premier Intl Value Fd*			447,583.2660				8,320,573
Morgan Stanley Small Growth Fund			331,893.924				4,274,794
Allianz NFJ Small Cap Value Funds			222,602.9440				6,437,677
Oakmark Balanced Fund			892,055.8320				22,283,555
Prudential Invt Portfolios Inc Jennison Growth Fd			145,705.4650				2,358,971
							83,090,891
Self-directed accounts
AIM Global Health Care Fund			3,186.2780				96,002
AIM Equity Fds Inc Blue Chip Fund			1,225.8210				14,759
AIM Invesco Energy Fund			1,760.3520				71,488
AIM Technology Fd			98.7900				2,559
Alliance Bernstein Technology Fd			158.2940				8,524
American Advantage Large Cap Value Fund			753.2260				15,019
American Centy Quantitive Eq Fds — Growth Fund Inc			1,789.8440				41,829
American Century Cap — Equity Income Fund			8,756.3430				68,475
America Centy Mut Fds Ultra Twentieth Centy Ultra Fd			353.1060				10,625
Ariel Growth Fd Calvert Ariel Appreciation Fd			406.5400				18,993
Blackrock Fds — Mid Cap Value Eqty Portfolio			3.7950				44
CGM Tr Rlty Fund			1,065.3090				28,966
CGM Tr Focus Fund			208.4900				6,966
Dodge & Cox Stock Fund			26.3400				3,614
Dreyfus 100% US Treas MM Fd*			222,552.0800				222,552
Dreyfus Invt Grade Bd Fds Inter Term Fd*			803.5440				10,084
Dreyfus/Laurel Fds Inc Disciplined Stk Fd*			226.7950				7,650
Dreyfus/Laurel Fds Inc S&P 500 Stk Index Fd*			9,418.5210				244,034
Dreyfus Midcap Value Fd*			248.4750				7,874
Dreyfus Growth & Value Fds Premier Techn Growth Fd*			682.4940				16,769
Dreyfus Technology Growth Fd*			3,495.1640				83,604
Dreyfus Premier Emerging Mkts Fd*			8,030.2870				173,615
Dreyfus Premier Micro Cap Growth Fund*			1,220.6510				27,587
Eaton Vance Growth Tr Worldwide Health Sciences Fd			1,401.0900				16,084

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

December 31, 2005

Description		Units/Shares				Current Value
Excelsior Funds — Energy & Nat Res Fund			639.4720				15,366
FBR Family Funds — Small Cap Value			29.2330				1,230
Federated Equity Kaufmann Fd			32,023.6460				179,332
Federated Equity Tech Fd			1,402.2790				7,600
Fidelity Invt Tr Japan Small Co Fd			1,221.0420				20,538
Fidelity Invt Tr Diversified Intl Fd			245.4380				7,987
Fidelity Invt Tr Latin Amer Fd			518.1230				16,570
Fidelity Commonwealth Small Cap Stk Fd			1,958.2900				40,106
Fidelity Finl Tr Equity Income II Fund			1,179.2890				26,959
Fidelity Mt Vernon Str Tr Growth Co Fd			289.1680				18,400
Fidelity Mt Vernon Str tr Growth Co Fd			104.3900				1,858
Fidelity Secs Fd Dividend Growth Fd			1,476.4860				42,508
Fidelity Select Portfolios Technology Portfolio			996.7670				62,946
Fidelity Select Portfolios Health Care Portfolio			119.2230				16,225
Fidelity Select Portfolios Nat Gas Portfolio			389.6860				15,128
Fidelity Select Portfolios Developing Commnts Portfolio			682.7420				13,662
Fidelity Select Portfolios Biotechnology Portfolio			123.4440				7,740
Fidelity Select Portfolios American Gold Portfolio			830.8130				27,616
Fidelity Select Portfolios Software & Computer Svcs Portfolio			687.2980				36,076
Fidelity Select Portfolios Brokerage & Inv Mgmt Portfolio			789.8820				54,462
Fidelity Select Portfolios Ele Portfolio			3,276.6590				143,288
Fidelity Select Portfolios Computers Portfolio			3,197.3390				115,360
First Eagle Overseas Fund			2,471.9880				56,955
Firsthand Fds Technology Value Fd			238.0860				7,885
Franklin Invs Secs Conv Secs Fd			158.9880				2,568
Gabelli Gold Fund			744.3280				15,482
Gabelli Intl Growth Fd			1,722.7510				35,540
Gabelli Global Growth Fd AAA			240.5950				4,915
Gabelli Global Ser Fds Conv Secs Fd			786.1850				4,890
Gabelli Growth Fd Sh Ben Int			1,625.2920				46,825
Growth Fd Amer Inc			278.2970				8,335
Harbor Fd Bd Fd			660.1970				7,671
Harding Loevner Fds Emerging Markets Portfolio			455.9210				15,861
Icon Fds Energy Fund			481.8330				15,395
ING Mut Fds Russia Fund			1,054.8980				41,384
Investment Co Amer — Class B			443.2470				13,847
Janus Invt Fd Sh Ben Int			1,979.9460				50,548
Janus Invt Fd Growth & Income Fd			3,266.7280				117,635
Janus Invt Fd Worldwide Fd			1,607.3100				69,661
Janus Invt Fd Twenty Fd			1,068.0730				52,250
Janus Invt Fd Mid Cap Value Fd			1,103.8130				24,637
Janus Invt Fd Global Value Fd			1,523.5290				22,411
Janus Invt Fd Orion Fd			1,881.7340				15,675

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

December 31, 2005

Description		Units/Shares				Current Value
Janus Invt Fd Contrarian Fund			10,082.5890				152,650
Janus Invt Fd Global Tech Fd			3,219.7150				38,315
Janus Invt Fd Global Life Sciences Fd			1,489.7850				29,870
Janus Invt Fd Olympus Fd			6,019.6490				196,782
Janus Invt Fd Enterprise Fd			2,498.3260				104,705
Janus Invt Fd Mercury Fd			5,610.8300				128,937
Jennison Sector Fds Health Sciences Fd			833.6950				17,308
Lazard Fds Emerging Mkts Portfolio Retail			371.0980				6,676
Loomis Sayles Funds — 1 Bond Fund Retail			1,694.2080				22,923
Lord Abbett Mid Cap Value Fd, Class B			322.7520				6,988
MFS Mid Cap Growth A			1,790.3260				16,435
Marsico Invt Fd Growth & Income Fd			1,136.3640				21,420
Masters Select Fds Intl Fd			1,155.9040				20,205
Matthews Intl Fds Dragon Centy China Fd			362.1450				5,345
Matthews Inc Fds Korea Fd			2,339.2140				14,901
Meridian Fd			216.1990				7,906
New Perspective Fd			613.3540				17,560
Oberwies Fds Micro-Cap Portfolio			892.9610				15,457
PBHG Fds Emerging Growth Fund			3.4510				50
PBGH Fds Technology & Communications Fd			935.1580				11,689
Pimco Fds Pac Invt Mgmt Ser Total Return Fd			181,375.9940				1,904,448
Park Ave Portfolio Guardian Fd			1,472.7650				47,511
Price T Rowe Health Sciences Fd*			523.0070				13,112
Profounds Short Small Cap Inv			2,497.3990				47,575
Profounds Short Real Estate Profound Investor			499.8330				15,005
Profounds Ultra Japan Profound Invs			242.2540				15,659
RS Invt Tr Emerging Growth Fd			2,795.5960				91,081
RS Invt Tr Global Natural Rfs Fd			2,887.6790				94,283
Rowe T Price Appreciation Fd Sh Ben Int*			3,945.4150				79,145
Rowe T Price Mid Cap Growth Fd*			366.8130				19,859
Rowe Price New Era Fd*			235.3680				9,633
Rowe T Price Science & Tech Fd Inc Cap Stk*			3,170.6670				62,050
Rowe T Price Small-Cap Value Fd Inc Cap Stk*			829.5670				30,619
Rowe T Price Real Estate Fd*			667.3560				13,007
Royce Fd Opporunity Fd			107.0760				1,316
Royce Spl Equity Fund			693.9340				12,977
Royce Fd Pennsylvania Mutual Fd			713.6090				7,693
Ryder Ser Tr Dynamic Velocity 100 Fd			581.2700				12,736
Rydex Ser Tr Arktos Fd			1,647.3680				36,802
Scudder Invts Morgan Grenfell Invt Tr High Inc Plus Fd			2,028.7960				15,419
Scudder Technology Fd Sh Ben Int			2,214.1820				25,840
Selected Amern Shs			605.0850				24,349
Stratton Growth Fund			657.3210				29,152
Thrd Ave Tr Formerly Third Ave to 3/17/97 Real Estate Val			408.2810				11,987
US Global Accolade Fds Regent Eastern European Fd			326.9410				12,914

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

December 31, 2005

Description		Units/Shares				Current Value
US Global Investors Global Resources Fund			1,103.2880				15,766
Vanguard Equity Income Fd			604.0300				13,766
Vanguard Fenway Fds Primecap Core Fd			2,111.4790				24,092
Vanguard Wellington Fd			1,955.6630				59,354
Vanguard Windsor Fd II			2,894.1210				90,673
Vanguard Horizon Fds Strategic Equity Fd			735.3750				16,127
Vanguard Index Tr 500 Portfolio			701.1090				80,571
Vanguard Index Tr Value Portfolio			1,813.3160				40,419
Vanguard Index Tr Growth Portfolio			218.8380				6,027
Vanguard Index Tr Small Capitalization Stk Fd			1,201.0450				34,254
Vanguard Index Tr Mid Capitalization Stk Port Inv Sh			1,738.5990				30,652
Vanguard Specialized Portfolio Energy Portfolio			1,194.4370				66,948
Vanguard Specialized Portfolio Gold & Precious			610.5690				14,165
Vanguard Specialized Portfolio Health Care			226.1760				31,540
Wasatch Fds Inc Heritage Growth Fund			1,012.6500				11,483
Washington Mut Invs Fd Inc Cl B			443.3320				13,601
Wells Fargo Fds Tr Advantage Discovery Fd			3,183.0040				65,156
Wells Fargo Fds Advantage Growth Fd			533.0470				11,242
Wells Fargo Fds Tr Advantage Dividend Income Fd			7,454.9350				120,472
							6,915,645
Total registered investment companies						$	90,006,536
Corporate Common Stocks
Allegheny Technologies Incorporated*			515,975.8130			$	18,616,407
Participant loans* (5.0% to 10.5%, with maturities through 2019)						$	2,704,914
Common Collective Trusts
Dreyfus-Short Term Investment Fund*			210,363.2600			$	210,363
Interest bearing cash						$	11,193

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 26, 2006		By:		/s/ Richard J. Harshman   Richard J. Harshman
				Executive Vice President-Finance and
				Chief Financial Officer
				(Principal Financial Officer and Duly
				Authorized Officer)