Mail Stop 7010

January 13, 2006


Mr. Dale A. Schnittjer
Teledyne Technologies Incorporated
12333 West Olympic Boulevard
Los Angeles, CA 90064-1021


	RE:	Teledyne Technologies Incorporated
      Form 10-K for the year ended January 2, 2005
		Filed March 2, 2005
      File #1-15295


Dear Mr. Schnittjer:

      We have reviewed your response letter dated January 9, 2006
and
have the following additional comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable.
In
some of our comments, we may ask you to provide us with
supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Form 10-K for the year ended January 2, 2005

Critical Accounting Policies, page 46
1. We note in your response to our prior comment two that you
believe
that a discussion of the potential impact of changes in your
assumptions can be determined by reference to other sections of
your
Form 10-K.  Please note that the critical accounting policy
section
should include a full discussion of the impact of your assumptions
on
a stand alone basis.  Cross referencing to other sections in your
document may inhibit transparency.  Therefore, please revise your
disclosure appropriately and provide us with a draft of such
disclosure on a supplemental basis.



Goodwill and Acquired Intangible Assets, page 69
2. We note your response to our prior comment five.  However, it
is
unclear to us whether you considered the notion of implied fair
value
of goodwill in your accounting policy.  Please confirm to us that
your policy complies with the appropriate guidance of SFAS 142.
In
addition, please revise your disclosure appropriately and provide
us
with a draft of such disclosure on a supplemental basis.
3. We note your response to our prior comment six.  Please provide
us
with a more comprehensive and detailed explanation of each factor
you
considered in determining that the components of your operating
segments could be aggregated.  Reference paragraph 30 of SFAS 142
and
EITF Topic D-101.
4. We have reviewed the roll-forward of goodwill that you propose
to
present in future filings.  Please note that changes in goodwill
due
to acquisitions should be separately presented from changes due to
purchase accounting adjustments.  Please revise accordingly and
provide us with a new draft of your proposed disclosure on a
supplemental basis.  Reference Illustration 1 in Appendix C of
SFAS
142.

*    *    *    *

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.



      If you have any questions regarding these comments, please
direct them to Tricia Armelin, Staff Accountant, at (202) 551-3747
or, in her absence, to the undersigned at (202) 551-3768.
      .


							Sincerely,



							John Cash
							Accounting Branch Chief



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Mr. Dale A. Schnittjer
Teledyne Technologies Incorporated
January 13, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE