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                                                                   Exhibit 10.14

May 20, 1997





Harry B. Watkins
Vice President -
Technical Marketing & Tubular Group
RMI Titanium Company
1000 Warren Avenue
Niles, Ohio  44446-0269

Dear Mr. Watkins:

This Letter Agreement sets forth the basis upon which I have been authorized by
the Board of Directors of RMI Titanium Company ("Company") to continue your
employment in the officer position described in Paragraph 1 below for the
Employment Period (as hereinafter defined). The "Employment Period" shall
initially be the period June 1, 1997 through May 31, 2000; provided, however,
that on June 1, 2000 and each June 1 thereafter, the Employment Period shall
automatically be extended for one additional year unless, not later than the
immediately preceding February 1, either you or the Company shall have given
written notice to the other that you or it does not wish to extend the
Employment Period; and provided further that the Employment Period shall
terminate automatically when you attain age sixty-five (65). In the event this
Letter Agreement is terminated for any reason other than your death, your
obligations as set forth in Paragraph 9 shall survive and be enforceable
notwithstanding such termination. This Letter Agreement supersedes and replaces
in its entirety the Letter Agreement between you and the Company dated January
21, 1997.

         1.       During the Employment Period, you will serve as Vice
                  President, Technical Marketing & Tubular Group, of the
                  Company (or on any other officer position within the
                  Company to which you may hereafter be elected by the
                  Company's Board of Directors), performing all duties and
                  functions appropriate to that office, as well as such
                  additional duties as the Company's Executive Vice
                  President & Chief Financial Officer or Board of Directors
                  may, from time to time, assign to you.  During the
                  Employment Period, you will devote your full time and
                  best efforts to the performance of all such duties.



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Mr. Harry B. Watkins
May 20, 1997
Page 2

         2.       During the Employment Period, the Company will pay you,
                  in equal monthly installments, as compensation for your
                  services an annual salary of $130,000.00.  This annual
                  salary may be increased from time to time in the sole
                  discretion of the Company, but may only be decreased by
                  the Company with your written consent.  Such annual
                  salary, whether increased or decreased, shall constitute
                  your "Base Salary".  In addition, you may be awarded such
                  bonuses as the Board of Directors of the Company
                  determines to be appropriate under the Company's Annual
                  Incentive Compensation Plan or any successor bonus plan.
                  You will also be eligible to participate in the Company's
                  1995 Stock Plan, or any successor stock plan.

         3.       In the event of your death during the Employment Period, your
                  right to all compensation under this Letter Agreement
                  allocable to days subsequent to your death shall terminate and
                  no further payments shall be due to you, your personal
                  representative, or your estate, except for that portion, if
                  any, of your Base Salary that is accrued and unpaid upon the
                  date of your death.

         4.       In the event you become physically or mentally disabled,
                  in the sole judgment of physicians selected by the
                  Company's Board of Directors, such that you cannot
                  perform the duties and functions contracted for pursuant
                  to this Letter Agreement, and should such disability
                  continue for at least 180 consecutive days (or in the
                  judgment of such physicians, be likely to continue for at
                  least 180 consecutive days), the Company may terminate
                  your employment upon written notice to you.  If your
                  employment is terminated because of physical or mental
                  disability, your right to all compensation under this
                  Letter Agreement allocable to days subsequent to such
                  termination shall terminate and no further payments shall
                  be due to you, your personal representative, or your
                  estate, except for that portion, if any, of your Base
                  Salary that is accrued and unpaid upon the date of
                  termination.

         5.       The Company may, upon written notice to you fixing the
                  date of termination, terminate your services during the
                  Employment Period for Cause, (as Cause is defined in
                  Paragraph 7(c) below).  In such event, your right to
                  receive continued compensation under this Letter
                  Agreement will terminate and no further installments will
                  be paid to you, except for that portion, if any, of your
                  Base Salary that is accrued and unpaid upon the date of
                  termination.



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Mr. Harry B. Watkins
May 20, 1997
Page 3

         6.       In addition to your annual Base Salary as set forth in
                  Paragraph 2 above, you will be entitled in each calendar
                  year to a vacation with pay in accordance with the
                  vacation policies of the Company.  You will also be
                  entitled to: (1) participate in all of the Company's
                  existing and future employee benefit programs applicable
                  to officers of the Company in accordance with the terms
                  of such benefit program plan documents; (2) receive one
                  comprehensive physical examination, at Company expense,
                  in each calendar year, such examination to be conducted
                  by the Cleveland Clinic or comparable facility and
                  provided in accordance with terms and conditions
                  comparable to those applicable to medical examinations
                  for USX executive officers; and (3) tax preparation and
                  financial planning advice under terms and conditions
                  comparable to those applicable to USX executive
                  management.

         7.       Change of Control Provisions

                  (a)      For purposes of this Letter Agreement, a "Change in
                           Control" of the Company shall mean a change in
                           control of a nature that would be required to be
                           reported by it in response to Item 6(e) of Schedule
                           14A of Regulation 14A promulgated under the
                           Securities Exchange Act of 1934, as amended (the
                           "Exchange Act"), whether or not the Company is then
                           subject to such reporting requirement; provided,
                           that, without limitation, such a change in control
                           shall be deemed to have occurred if:

                           (1)      Any person (within the meaning of that term
                                    as used in Sections 13(d) and 14(d) of the
                                    Exchange Act (a "Person") is or becomes the
                                    "beneficial owner" (as defined in Rule 13d-3
                                    under the Exchange Act), directly or
                                    indirectly, of securities of the Company
                                    representing twenty percent (20%) or more of
                                    the combined voting power of the Company's
                                    then outstanding voting securities;
                                    provided, however, that for purposes of this
                                    Agreement the term "Person" shall not
                                    include (i) the Company or any of its
                                    majority-owned subsidiaries, (ii) a trustee
                                    or other fiduciary holding securities under
                                    an employee benefit plan of the Company or
                                    any of its subsidiaries, (iii) an
                                    underwriter temporarily holding securities
                                    pursuant to an offering of such securities,
                                    or (iv) a corporation owned, directly or
                                    indirectly, by the stockholders of


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Mr. Harry B. Watkins
May 20, 1997
Page 4

                                    the Company in substantially the same
                                    proportions as their ownership of stock of 
                                    the Company, (v) USX Corporation; or

                           (2)      The following individuals cease for any
                                    reason to constitute a majority of the
                                    number of directors then serving on the
                                    Board of Directors of the Company;
                                    individuals who, on the date hereof, are
                                    serving as directors on the Board and any
                                    new director (other than a director whose
                                    initial assumption of office is in
                                    connection with an actual or threatened
                                    election contest, including but not limited
                                    to a consent solicitation, relating to the
                                    election of directors of the Company) whose
                                    appointment or election by the Board or
                                    nomination for election by the Company's
                                    stockholders was approved by a vote of at
                                    least two-thirds (2/3) of the directors then
                                    still in office who either were directors on
                                    the date hereof or whose appointment,
                                    election or nomination for election was
                                    previously so approved, or

                           (3)      There is consummated a merger or
                                    consolidation of the Company or a subsidiary
                                    thereof with any other corporation, other
                                    than a merger or consolidation which would
                                    result in the holders of the voting
                                    securities of the Company outstanding
                                    immediately prior thereto holding securities
                                    which represent immediately after such
                                    merger or consolidation at least 50% of the
                                    combined voting power of the voting
                                    securities of the entity surviving the
                                    merger or consolidation, (or the parent of
                                    such surviving entity) or the shareholders
                                    of the Company approve a plan of complete
                                    liquidation of the Company, or there is
                                    consummated the sale or other disposition of
                                    all or substantially all of the
                                    Corporation's assets.

                  (b)      If any of the events described above constituting a
                           Change in Control of the Company shall have
                           occurred, you shall be entitled to the benefits
                           provided in Paragraph 7(f) hereof upon the
                           termination of your employment during the term of
                           this Letter Agreement unless such termination is
                           (i) because of your death or disability, (ii) by
                           the Company for Cause, (iii) by you other than for
                           Good Reason, or (iv) on or after the date that you


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Mr. Harry B. Watkins
May 20, 1997
Page 5

                           attain age sixty-five (65). In the event your
                           employment with the Company is terminated for any
                           reason prior to the occurrence of a Change in
                           Control, you shall not be entitled to any benefits
                           under this Paragraph 7; provided, however, that if
                           your employment is terminated prior to a Change in
                           Control without Cause at the direction of a person
                           who has entered into an agreement with the Company,
                           the consummation of which will constitute a Change in
                           Control, your employment shall be deemed to have
                           terminated following a Change in Control. Your
                           entitlement to benefits under any of the Company's
                           retirement plans will not adversely affect your
                           rights to receive payments hereunder.

                  (c)      Termination by the Company of your employment for
                           "Cause" shall mean termination upon (i) the willful
                           and continued failure by you to substantially
                           perform your duties with the Company (other than
                           any such failure resulting from termination by you
                           for Good Reason), after a demand for substantial
                           performance is delivered to you that specifically
                           identifies the manner in which the Company believes
                           that you have not substantially performed your
                           duties, and you have failed to resume substantial
                           performance of your duties on a continuous basis
                           within fourteen (14) days of receiving such demand,
                           (ii) the willful engaging by you in conduct which
                           is demonstrably and materially injurious to the
                           Company, monetarily or otherwise or (iii) your
                           conviction of any felony or conviction of a
                           misdemeanor which impairs your ability
                           substantially to perform your duties with the
                           Company.  For purposes of this paragraph, no act,
                           or failure to act, on your part shall be deemed
                           "willful" unless done, or omitted to be done, by
                           you not in good faith and without reasonable belief
                           that your action or omission was in the best
                           interest of the Company.

                  (d)      For purposes of this Letter Agreement, "Good Reason"
                           shall mean, without your express written consent, the
                           occurrence after a Change in Control of the Company
                           of any one or more of the following:

                           (1)      The assignment to you of duties inconsistent
                                    with your position immediately prior to the
                                    Change in Control;




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Mr. Harry B. Watkins
May 20, 1997
Page 6

                           (2)      A reduction or alteration in the nature of
                                    your position, duties, status or
                                    responsibilities from those in effect
                                    immediately prior to the Change in Control;

                           (3)      The failure by the Company to continue in
                                    effect any of the Company's employee benefit
                                    plans, programs, policies, practices or
                                    arrangements in which you participate (or
                                    substantially equivalent successor or
                                    replacement employee benefit plans,
                                    programs, policies, practices or
                                    arrangements) or the failure by the Company
                                    to continue your participation therein on
                                    substantially the same basis, both in terms
                                    of the amount of benefits provided and the
                                    level of your participation relative to
                                    other participants, as existed immediately
                                    prior to the Change in Control;

                           (4)      The failure of the Company to obtain a
                                    satisfactory agreement from any successor to
                                    the Company to assume and agree to perform
                                    this Letter Agreement;

                           (5)      Any purported termination by the Company of
                                    your employment that is not effected
                                    pursuant to a Notice of Termination
                                    satisfying the requirements of Subparagraph
                                    (e) below, and for purposes of this Letter
                                    Agreement, no such purported termination
                                    shall be effective; and

                           (6)      The Company's requiring you to be based at a
                                    location in excess of fifty (50) miles from
                                    the location where you are based immediately
                                    prior to the Change in Control.

                  (e)      Any termination by the Company for Cause or by you
                           for Good Reason shall be communicated by Notice of
                           Termination to the other party hereto.  For
                           purposes of this Letter Agreement, a "Notice of
                           Termination" shall mean a written notice which
                           shall indicate the specific termination provision
                           in this Letter Agreement relied upon and shall set
                           forth in reasonable detail the facts and
                           circumstances claimed to provide a basis for
                           termination of your employment under the provision
                           so indicated.




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Mr. Harry B. Watkins
May 20, 1997
Page 7

                  (f)      Following a Change in Control of the Company, as
                           defined above, upon termination of your employment
                           you shall be entitled to the following benefits:

                           (1)      If your employment shall be terminated by
                                    the Company for Cause or by you other than
                                    for Good Reason, the Company shall pay you
                                    your full Base Salary through the date of
                                    termination at the rate in effect at the
                                    time Notice of Termination is given, plus
                                    all other amounts to which you are entitled
                                    under any compensation plan of the Company
                                    at the time such payments are due, and the
                                    Company shall have no further obligations to
                                    you under this Agreement.

                           (2)      If your employment terminates by reason of
                                    your death or disability, your benefits
                                    shall be determined in accordance with
                                    Paragraphs 3 and 4 of this Letter Agreement
                                    and the Company's retirement, survivor's
                                    benefits, insurance and other applicable
                                    programs and plans, then in effect.

                           (3)      If your employment by the Company shall be
                                    terminated (i) by the Company other than for
                                    Cause, your death or disability, or (ii) by
                                    you for Good Reason, you shall be entitled
                                    to the benefits (the "Severance Payments")
                                    provided in Paragraphs 7(f)(3), (i), (ii),
                                    (iii), (iv) and (v) following, which
                                    Severance Payments shall be in lieu of and
                                    cancel any further rights you have to
                                    receive any Base Salary that would be
                                    otherwise due under Paragraph 2 of this
                                    Letter Agreement:

                                    (i)    The Company shall pay you your full
                                           Base Salary through the date of
                                           termination at the rate in effect at
                                           the time Notice of Termination is
                                           given;

                                    (ii)   The Company will pay as severance
                                           benefits to you, not later than the
                                           fifth day following the date of
                                           termination, a lump sum severance
                                           payment (the "Severance Payment")
                                           equal to the product of (1) a
                                           fraction, the numerator of which is
                                           equal to the lesser of (x)
                                           twenty-four (24) or (y) the number of
                                           full and partial months existing
                                           between the date


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Mr. Harry B. Watkins
May 20, 1997
Page 8
                                           of termination and your sixty-fifth
                                           (65th) birthday and the denominator
                                           of which is equal to twelve (12),
                                           and (2) the sum of (x) your annual
                                           Base Salary in effect immediately
                                           prior to the occurrence of the
                                           circumstances giving rise to such
                                           termination, and (y) the amount, if
                                           any, of the arithmetic average of
                                           the annual bonuses awarded to you
                                           under any annual bonus plan of the
                                           Company calculated using the two (2)
                                           years immediately preceding date of
                                           termination;

                                    (iii)  The Options previously issued to you
                                           under any option or incentive plan of
                                           the Company to purchase shares of
                                           Common Stock of the Company (Option
                                           Shares), as well as any previously
                                           unvested shares of Restricted Stock
                                           granted to you, shall irrevocably
                                           vest upon any such termination and
                                           the stock options for such Option
                                           Shares shall become thereafter
                                           uncancellable by the Company;

                                    (iv)   In the event that you become entitled
                                           to the Severance Payments, if any of
                                           the Severance Payments or other
                                           portion of the Total Payments (as
                                           defined below) will be subject to the
                                           tax (the "Excise Tax") imposed by
                                           Section 4999 of the Internal Revenue
                                           Code of 1986, as amended (the
                                           "Code"), the Company shall pay to you
                                           at the time specified below, an
                                           additional amount (the "Gross-Up
                                           Payment") such that the net amount
                                           retained by you, after deduction of
                                           (1) any Excise Tax on the Severance
                                           Payments and such other Total
                                           Payments, and (2) any federal, state
                                           and local income tax, FICA-Health
                                           Insurance tax, and Excise Tax upon
                                           the payment provided for by this
                                           paragraph, shall be equal to the
                                           Severance Payments and such other
                                           total Payments. For purposes of
                                           determining whether any of the
                                           payments will be subject to the
                                           Excise Tax and the amount of such
                                           Excise Tax, (1) any other payments or
                                           benefits received or to be received
                                           by you in connection with a Change in
                                           Control of the Company or your


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Mr. Harry B. Watkins
May 20, 1997
Page 9

                                            termination of employment whether
                                            pursuant to the terms of this Letter
                                            Agreement or any other plan,
                                            arrangement or agreement with the
                                            Company, any person whose actions
                                            result in a Change of Control of the
                                            Company or any person affiliated
                                            with the Company or such person
                                            (together with the Severance
                                            Payment, the "Total Payments") shall
                                            be treated as "parachute payments"
                                            within the meaning of Section
                                            280G(b)(2) of the Code, and all
                                            "excess parachute payments" within
                                            the meaning of Section 280G(b)(1)
                                            shall be treated as subject to the
                                            Excise Tax, except to the extent
                                            that in the opinion of tax counsel
                                            selected by the Company's
                                            independent auditors and acceptable
                                            by you such other payments or
                                            benefits (in whole or in part) do
                                            not constitute parachute payments,
                                            or such excess parachute payments
                                            (in whole or in part) represent
                                            reasonable compensation for services
                                            actually rendered within the meaning
                                            of Section 280G(b)(4) of the Code in
                                            excess of the base amount within the
                                            meaning of Section 280G(b)(3) of the
                                            Code, or are otherwise not subject
                                            to the Excise Tax, (2) the amount of
                                            the Total Payments which shall be
                                            treated as subject to the Excise Tax
                                            shall be equal to the lesser of (A)
                                            the total amount of the Total
                                            Payments or (B) the amount of excess
                                            parachute payments within the
                                            meaning of Section 280G(b)(1) (after
                                            applying clause (1), above), and (3)
                                            the value of any non-cash benefits
                                            or any deferred payment or benefit
                                            shall be determined by the Company's
                                            independent auditors in accordance
                                            with the principles of Sections
                                            280G(d)(3) and (4) of the Code. For
                                            purposes of determining the amount
                                            of the Gross-Up Payment, you shall
                                            be deemed to pay federal income
                                            taxes at the highest marginal rate
                                            of federal income taxation in the
                                            calendar year in which the Gross-Up
                                            Payment is to be made and state and
                                            local income taxes at the highest
                                            marginal rate of taxation in the
                                            state and locality of your residence
                                            on the date of termination, net


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Mr. Harry B. Watkins
May 20, 1997
Page 10

                                            of the maximum reduction in federal
                                            income taxes which could be obtained
                                            from deduction of such state and
                                            local taxes. In the event that the
                                            Excise Tax is subsequently
                                            determined to be less than the
                                            amount taken into account hereunder
                                            at the time of termination of your
                                            employment, you shall repay to the
                                            Company at the time that the amount
                                            of such reduction in Excise Tax is
                                            finally determined the portion of
                                            the Gross-Up Payment attributable to
                                            such reduction (plus the portion of
                                            the Gross-Up Payment attributable to
                                            the Excise Tax and federal and state
                                            and local income tax imposed on the
                                            Gross-Up Payment being repaid by you
                                            if such repayment results in a
                                            reduction in Excise Tax and/or a
                                            federal and state and local income
                                            tax deduction) plus interest on the
                                            amount of such repayment at the rate
                                            provided in Section 1274(b)(2)(B) of
                                            the Code. In the event that the
                                            Excise Tax is determined to exceed
                                            the amount taken into account
                                            hereunder at the time of the
                                            termination of your employment
                                            (including by reason of any payment
                                            the existence or amount of which
                                            cannot be determined at the time of
                                            the Gross-Up Payment), the Company
                                            shall make an additional Gross-Up
                                            Payment in respect of such excess
                                            (plus any interest payable with
                                            respect to such excess) at the time
                                            that the amount of such excess is
                                            finally determined.

                                            The payments provided for in the
                                            paragraph above shall be made not
                                            later than the fifth day following
                                            the date of termination; provided,
                                            however, that if the amounts of such
                                            payments cannot be finally
                                            determined on or before such day,
                                            the Company shall pay to you on such
                                            day an estimate as determined in
                                            good faith by the Company of the
                                            minimum amount of such payments and
                                            shall pay the remainder of such
                                            payments (together with interest at
                                            the rate provided in Section
                                            1274(b)(2)(B) of the Code) as soon
                                            as the amount thereof can be
                                            determined but in no event later
                                            than the thirtieth day


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Mr. Harry B. Watkins
May 20, 1997
Page 11

                                           after the date of termination. In
                                           the event that the amount of the
                                           estimated payments exceeds the
                                           amount subsequently determined to
                                           have been due, such excess shall
                                           constitute a loan by the Company to
                                           you payable on the fifth day after
                                           demand by the Company (together with
                                           interest at the rate provided in
                                           Section 1274(b)(2)(B) of the Code);

                                    (v)    The Company shall also pay to you all
                                           legal fees and expenses incurred by
                                           you as a result of such termination
                                           of employment (including all such
                                           fees and expenses, if any, incurred
                                           in contesting or disputing any such
                                           termination or in seeking to obtain
                                           or enforce any right or benefit
                                           provided by this Letter Agreement or
                                           in connection with any tax audit or
                                           proceeding to the extent attributable
                                           to the application of Section 4999 of
                                           the Code to any payment or benefit
                                           provided hereunder); and

                                    (vi)   For a twenty-four (24) month period
                                           after date of termination, the
                                           Company will arrange to provide you
                                           at the Company's expense with life,
                                           disability, accident and health
                                           insurance benefits substantially
                                           similar to those which you were
                                           receiving immediately prior to the
                                           Notice of Termination; but benefits
                                           otherwise receivable by you pursuant
                                           to this paragraph shall be reduced to
                                           the extent comparable benefits are
                                           actually received by you during the
                                           twenty-four (24) month period
                                           following your termination, and any
                                           such benefits actually received by
                                           you shall be reported to the Company.

                  (h)      You shall not be required to mitigate the amount of
                           any Severance Payments provided for in this
                           Paragraph 7 by seeking other employment or
                           otherwise, nor, except as provided in Paragraph
                           (vi) above, shall the amount of any payment or
                           benefit provided for in this Paragraph 7 be reduced
                           by any compensation or benefit earned by you as the
                           result of employment by another employer after the
                           date of termination, or otherwise.


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Mr. Harry B. Watkins
May 20, 1997
Page 12

                  (i)      The Company will require any successor (whether
                           direct or indirect, by purchase, merger,
                           consolidation or otherwise) to all or substantially
                           all of the business and/or assets of the Company or
                           of any division or subsidiary thereof employing you
                           to expressly assume and agree to perform this
                           Letter Agreement in the same manner and to the same
                           extent that the Company would be required to
                           perform it if no such succession had taken place.
                           Failure of the Company to obtain such assumption
                           and agreement prior to the effectiveness of any
                           such succession shall be a breach of this Letter
                           Agreement and shall entitle you to compensation
                           from the Company in the same amount and on the same
                           terms as you would be entitled hereunder if you
                           terminate your employment for Good Reason.

         8.       This Letter Agreement shall inure to the benefit of and
                  be enforceable by your personal or legal representatives,
                  executors, administrators, successors, heirs,
                  distributees, devisees and legatees.  If you should die
                  while any amount would still be payable to you hereunder
                  if you had continued to live, all such amounts, unless
                  otherwise provided herein, shall be paid in accordance
                  with the terms of this Letter Agreement, to your devisee,
                  legatee or other designee or, if there is not such
                  designee, to your estate.

         9.       As additional consideration for the compensation and
                  benefits provided to you pursuant to this Letter
                  Agreement, you agree that you will not, for a period of
                  twenty-four (24) months after the end of the Employment
                  Period, or the termination of your employment with the
                  Company (whichever first occurs), directly or indirectly,
                  compete with, engage in the same business as, be employed
                  by, act a consultant to, or be a director, officer,
                  employee, owner or partner, or otherwise participate in
                  or assist (including, without limitation, by soliciting
                  customers for, or individuals to provide services to),
                  any business or organization which competes with the
                  Company; provided, that this restriction shall not apply
                  if you terminate your employment with the Company for
                  Good Reason after a Change in Control of the Company.
                  For purposes of this Paragraph 9, you will not be deemed
                  to have breached your commitment merely because you own,
                  directly or indirectly, not more than one percent (1%) of
                  the outstanding common stock of such a corporation if, at
                  the time you acquire such stock, such stock is listed on
                  a national securities exchange or is regularly traded in
                  the  over-the-counter  market  by  a  member of either a


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Mr. Harry B. Watkins
May 20, 1997
Page 13

                  national securities exchange or the National Association of
                  Securities Dealers, Inc. In order to protect the interest of
                  the Company, you will also maintain in strict confidence and
                  not disclose to any other person or entity any information
                  received from any source in the Company or developed by you in
                  the course of performing your duties for the Company. This
                  obligation shall not extend to: (a) anything you can establish
                  as known to you from a source outside the Company, (b)
                  anything which has been published or becomes published
                  hereafter other than by you, or (c) anything which you receive
                  from a non-Company source without restriction on its
                  disclosure. Should you breach or threaten to breach the
                  commitments in this Paragraph 9, and in recognition of the
                  fact that the Company would not under such circumstances be
                  adequately compensated by money damages, the Company shall be
                  entitled, in addition to any other rights and remedies
                  available to it, to an injunction restraining you from such
                  breach. Further, you acknowledge and agree that the provisions
                  of this Paragraph 9 are necessary, reasonable, and
                  proportionate to protect the Company during such
                  non-competition period.

         10.      The validity, interpretation, construction and performance of
                  this Letter Agreement shall be governed by the laws of the
                  State of Ohio.

If the provisions of this Letter Agreement are acceptable to you, please sign
one original copy of this Letter Agreement and return it to me. You may retain
the second signed original for your files.

Very truly yours,

RMI TITANIUM COMPANY


By: 
    --------------------------
    TIMOTHY G. RUPERT
    Executive Vice President &
    Chief Financial Officer


CONFIRMED:


----------------------------                     DATE:
HARRY B. WATKINS                                       -----------------------
Vice President -
Technical Marketing & Tubular Group