8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2006

Teledyne Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware	1-15295	25-1843385
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)
12333 West Olympic Boulevard		90064-1021
Los Angeles, California		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (310) 893-1600

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

Item 7.01 Regulation FD Disclosure.

A presentation to investors related to the pending acquisition of Rockwell Scientific Company LLC by Teledyne Technologies Incorporated (“Teledyne”), which will be posted to Investor Information page of Teledyne’s website under the heading “Investor Presentations,” is attached as Exhibit 99.1.

Item 8.01 Other Events.

On July 31, 2006, Teledyne Instruments, Inc. (“Teledyne Instruments”), a wholly-owned subsidiary of Teledyne, entered into an agreement to acquire a majority (51%) interest in Ocean Design, Inc. (“ODI”) for approximately $30 million. The press release announcing the transaction is attached as Exhibit 99.2. As part of the transaction, stockholders of ODI that enter into a stockholders’ agreement prior to the closing of the transaction will have the right to sell their shares to Teledyne Instruments and, after the quarter ended June 30, 2009, Teledyne Instruments will have the right to purchase any remaining shares held by those stockholders, as more fully described in the attached press release.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1	Investor Presentation related to pending acquisition of Rockwell Scientific Company LLC.
Exhibit 99.2	Press Release announcing pending acquisition of majority interest in Ocean Design, Inc.

SIGNATURE

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

TELEDYNE TECHNOLOGIES INCORPORATED
	By:	/s/ Dale A. Schnittjer
	Dale A. Schnittjer
	Senior Vice President and Chief Financial Officer

Dated August 2, 2006

EXHIBIT INDEX

Description

Exhibit 99.1	Investor Presentation related to pending acquisition of Rockwell Scientific Company LLC.
Exhibit 99.2	Press Release announcing pending acquisition of majority interest in Ocean Design, Inc.

EX-99.1

Exhibit 99.1

Presentation to Investors Re: Rockwell Scientific August 1, 2006

This is a brief overview of Teledyne Technologies' proposed acquisition of Rockwell Scientific Company LLC. Viewers are urged to read the Teledyne's periodic reports filed with the Securities and Exchange Commission ("SEC") for a more complete description of Teledyne, its businesses, its strategies and the various risks that the company faces. Various risks are identified in Teledyne's 2005 Annual Report on Form 10-K and its Form 10-Q. Viewers, particularly those interested in investing in Teledyne Technologies, should read these risk factors. Forward-looking statements are generally accompanied by words such as "estimate", "project", "predict", "believes" or "expect", that convey the uncertainty of future events or outcomes. This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, relating to earnings, growth opportunities, pension matters, stock option expense and strategic plans. All statements made in this investor relations presentation that are not historical in nature should be considered forward-looking. Actual results could differ materially from these forward-looking statements. Many factors, including changes in demand for products sold to the defense, semiconductor, communications, commercial aviation and energy exploration markets, funding, continuation and award of government programs, continued liquidity of the company's customers (including commercial aviation customers) and economic and political conditions, could change the anticipated results. In addition, financial market fluctuations affect the value of the pension assets of the company and Rockwell Scientific Company. Global responses to terrorism and other perceived threats increase uncertainties associated with forward-looking statements about the company's businesses. Various responses to terrorism and perceived threats could realign government programs, and affect the composition, funding or timing of the company's programs. Flight restrictions would negatively impact the market for general aviation aircraft piston engines and components. The company continues to take action to assure compliance with the internal controls, disclosure controls and other requirements of the Sarbanes-Oxley Act of 2002. While the company believes its control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected. While Teledyne Technologies' growth strategy includes possible acquisitions, the company cannot provide any assurance as to when, if or on what terms any acquisitions will be made. Acquisitions, including the pending acquisition of Rockwell Scientific Company, involve various inherent risks, such as, among others, the company's ability to integrate acquired businesses and to achieve identified financial and operating synergies. Teledyne Technologies assumes no duty to publicly update or revise any forward-looking statements, whether as a result of new information or otherwise.

Transaction Highlights Agreement to purchase Rockwell Scientific Company LLC (50% owned by each of Rockwell Collins and Rockwell Automation) All cash purchase price of $167.5 million Assumption by Teledyne of approximately $30 million pension surplus Acquisition of LLC interests allows basis step-up and tax benefits Closing subject to customary conditions and regulatory approvals(a) (a) Includes satisfaction of the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976

Rockwell Scientific ("RSC") Overview(a) Sales: $ 114.0 EBITDA: $ 16.6 EBIT: $ 8.6 Major Locations: Thousand Oaks, Calif. Camarillo, Calif. Employees: ~ 415 Active patents ~ 285 and pending applications: x y 59.4 54.6 Defense & Aerospace R&D Services Infrared Imaging Sensors & Subsystems (a) Sales, EBITDA and EBIT reflect performance for RSC's fiscal year ended September 30, 2005. EBITDA and EBIT, as shown, are adjusted to exclude certain expenses. Certain non-GAAP financial measures, such as EBITDA and EBIT, are shown only to assist management and the investment community in analyzing the contemplated transaction 2005 Revenue by Major Division ($ in millions)

RSC Imaging Division Overview Designs and manufactures optical sensors and subsystems for the infrared and visible spectrums A leader in high performance, large format space-based infrared and visible imaging focal plane array (FPA) sensors One of two current suppliers of dual- color, 3rd Generation tactical infrared imaging sensors Infrared sensors utilize proprietary molecular beam epitaxy (MBE) based HgCdTe FPA's and unique read-out integrated circuits Also develops and manufactures military laser eye protection systems

RSC Imaging Division Overview Revenue by Final Customer(a) Revenue by Market(a) Government Government (Sub) Other 56 35 9 Military Astronomy Other 54 40 6 Military Imaging Astronomy Other 2005 Sales of $54.6 million U.S. Gov (Direct Sales) U.S. Gov (Sub) Other Represents approximate final customer and market data based on 2005 sales

R&D Services Segment Overview Electronics division Leader in III-V semiconductor and MEMS technology Focus areas include InP, GaN, SiC, MEMS sensors, mixed signal circuits Materials technology Composites research Electrochemical and optical materials Liquid crystal devices Information sciences Software and algorithms for autonomous systems Modeling and simulation

R&D Services Division Overview Darpa AF Army Other Gov Boeing Collins RA Other 30 10 5 7 20 13 5 10 Revenue by Customer(a) Revenue by Division(a) x y 21.4 22.4 14.8 2005 Sales of $59.4 million Electronics Technology Materials Technology Information Sciences DARPA Air Force Boeing R. Collins U.S. Gov (Direct) Army Other Rockwell Automation Other Represents approximate customer and division sales based on 2005 sales

Rockwell Scientific Acquisition Rationale Environmental and Industrial Instruments Other Commercial Electronics Aerospace Engines & Comp Government Engineering Services Energy Systems Defense Electronics 20 19 16 22 2 21 Defense Electronics Electronic Instruments Imaging Sensors & Subsystems R&D Services Sensor Technology Government Engineering Services Electronics Packaging Complementary Capabilities in Teledyne's Core Businesses Modeling and Simulation Microwave Networked Systems Integration Approximate Existing Teledyne Sales by Major Market Segment IR Systems Mnfg.

Potential Benefits to Teledyne and RSC RSC provides advanced technology related to multiple Teledyne operations Microwave power amps and multipliers High-speed digital/analog electronics Government information technology Composite materials for propulsion systems RSC offers a window (via DARPA, Air Force Research Labs, etc.) into future defense electronics technology and system requirements

Potential Benefits to Teledyne and RSC (Continued) Teledyne may further assist RSC's migration from infrared components to subsystems Teledyne currently packages selected IR detector assemblies for RSC Teledyne's manufacturing excellence capabilities may accelerate RSC's ongoing evolution from prototype manufacturer to component supplier RSC will become a core business of Teledyne

Teledyne Technologies Strategy Operational Excellence Initiatives Margin Expansion Focused Acquisitions Organic Growth Revenue Enhancement Achieve High Quality Revenue and EPS Growth

Teledyne Acquisition Strategy 1 1 2 5 3 4 Acquired Revenue(a) 2001 2002 2003 2004 2005 2006 Acquired Revenue 16.3 28 39.3 139.2 54.1 24 7 114 35 # of Deals (a) Represents approximate annual revenue prior to acquisition Focused Acquisitions Teledyne Benthos Teledyne KW Microwave ($ in millions) Rockwell Scientific (Pending) Ocean Design, Inc. (Pending)

EX-99.2

Exhibit 99.2

12333 West Olympic Boulevard

Los Angeles, CA 90064-1021

NewsRelease

Teledyne to Acquire Majority Stake
in Ocean Design, Inc.

LOS ANGELES – August 1, 2006 – Teledyne Technologies Incorporated (NYSE:TDY) announced today that its subsidiary, Teledyne Instruments, Inc., has entered into an agreement to acquire a majority interest in Ocean Design, Inc. (ODI) for approximately $30 million. ODI, headquartered in Daytona Beach, Fla., is a leading manufacturer of subsea, wet-mateable electrical and fiber-optic interconnect systems used in offshore oil and gas production, oceanographic research, and military applications. The closing of the transaction is subject to various conditions.

For a period of twenty business days following the closing of Teledyne Instruments’ investment in ODI, the stockholders of ODI that execute a stockholders’ agreement prior to the closing will have the option to sell their shares to Teledyne Instruments at a price per share equal to Teledyne Instruments’ initial investment in ODI. The ODI stockholders will also have the option to sell their shares to Teledyne Instruments following the end of each quarter through the quarter ended March 31, 2009, at a formula-determined price per share that is based on ODI’s EBITDA and net debt or cash as of the applicable quarter-end. All shares not sold to Teledyne Instruments following the quarter ended March 31, 2009, will be purchased by Teledyne Instruments following the quarter ended June 30, 2009, at a price based on the same formula, at which time Teledyne Instruments will own all of the ODI shares held by the participating stockholders.

ODI’s electrical connectors and cable systems are designed to operate at full ocean depths, and are used to reliably deliver power and communications to wellhead control systems on the ocean floor. ODI’s wet-mate fiber-optic connectors and cables provide high-speed bidirectional data transmission for control and data acquisition systems used for production, as well as for reservoir and riser monitoring. ODI’s interconnect systems are designed to permit connections to be made underwater by remotely operated vehicles, a requirement that has become essential as operations have moved into ever deeper waters. ODI’s connectors and cables are also used in oceanographic applications, undersea defense and telecommunications systems.

“ODI’s products are closely related to both our expanding line of undersea acoustic instruments and to our military high-voltage connectors and cables,” said Robert Mehrabian, Chairman, President and Chief Executive Officer of Teledyne. “In the offshore oil and gas market, ODI’s strong position in production complements our existing capabilities in exploration, exemplified by the hydrophones and streamer cables manufactured by Teledyne Benthos and Teledyne Geophysical Instruments, as well as the acoustic current-profiler instruments manufactured for offshore drilling platforms by Teledyne RD Instruments.”

“We also anticipate that ODI will benefit from Teledyne’s broad capabilities and presence in the defense electronic subsystems market, including navigation, sensor and telemetry systems for unmanned underwater vehicles.”

“Both ODI and Teledyne will be able to take advantage of shared technological capabilities in military high voltage and fiber optic connectors, cables and subsystems and provide a broader sub system solution to our existing customers,” said Mike Read, CEO and President of ODI.

Teledyne Technologies is a leading provider of sophisticated electronic components, instruments and communication products, systems engineering solutions, aerospace engines and components and on-site gas and power generation systems. Teledyne Technologies has operations in the United States, the United Kingdom, Mexico and Canada. For more information, visit Teledyne Technologies’ website at www.teledyne.com.

Investor Contact:	Jason VanWees
	(310) 893-1642
Press Contact:	Robyn McGowan
	(310) 893-1640