ALLEGHENY INT'L &lt;AG>, FIRST BOSTON SET MERGER

  Allegheny International Inc said it
  has entered into an agreement to merge with an affiliate of
  First Boston Inc's &lt;FPC> First Boston Corp in a transaction
  valued at about 500 mln dlrs.
      Allegheny said the agreement calls for holders of its
  common to receive 24.60 dlrs a share. Holders of the company's
  2.19 dlrs cumulative preference shares will receive 20 dlrs a
  share and those owning its 11.25 dlrs convertible preferred
  will receive 87.50 dlrs a share.
      Allegheny International said the agreement calls for the
  First Boston affiliate to start a cash tender offer for all
  outstanding shares of Allegheny's common, cumulative preferred
  and convertible preferred.
      The company said First Boston has committed to provide all
  financing necessary to acquire such securities in the tender
  offer which is estimated to be about 500 mln dlrs.
      It said the agreement is also subject to the waiver by
  March 13 of certain conditions under the company's existing
  bank credit agreement.
      Allegheny International's statement did not name or
  describe the First Boston affiliate involved in the agreement.
      It did say the offer for the company's stock will be
  conditioned also on the valid tender of securities representing
  at least a majority of the voting power for the election of
  directors of the company and the valid tender of at least two
  third's of the outstanding cumulative preferred and convertible
  preferred shares.
  

