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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-K/A


        [ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                  SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                                       OR

        [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE  REQUIRED]
               FOR THE TRANSITION PERIOD FROM __________ TO _________
         
                        Commission File Number  1-10319


                              RMI TITANIUM COMPANY
             (Exact name of registrant as specified in its charter)

                  OHIO                                    31-0875005
        (State of Incorporation)                       (I.R.S. Employer
                                                      Identification No.)

      1000 WARREN AVENUE, NILES, OHIO                       44446
  (Address of principal executive offices)                (Zip Code)


       Registrant's telephone number, including area code:  330-544-7700


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                                  FORM 10-K/A
                               AMENDMENT NO. 1 TO
                                 ANNUAL REPORT
                                       ON
                                   FORM 10-K
                               FOR THE YEAR ENDED
                               DECEMBER 31, 1996
                                       OF
 
                              RMI TITANIUM COMPANY
 
     Pursuant to Rule 12b-15, promulgated under the Securities Exchange Act of
1934, RMI Titanium Company hereby amends each of the following Items of its
Annual Report on Form 10-K for the year ended December 31, 1996, so that, as
amended, such Items read as set forth herein.
 
Index to Exhibits
Exhibit 23.1
Exhibit 99.1
Exhibit 99.2
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                               INDEX TO EXHIBITS
 
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EXHIBIT                                                                                PAGE
  NO.                                   DESCRIPTION                                   NUMBER
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<C>        <S>                                                                   <C>
   2.0     Amended and Restated Reorganization Agreement, incorporated by
           reference to Exhibit 2.1 to the Company's Registration Statement on
           Form S-1 No. 33-30667 Amendment No. 1.
   3.1     Articles of Incorporation of the Company, as amended March 31, 1994,
           incorporated by reference to Exhibit 3.1 to the Company's Quarterly
           Report on Form 10-Q for the quarterly period ended June 30, 1994.
   3.2     Amended Code of Regulations of the Company, incorporated by reference
           to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
           year ended December 31, 1993.
   4.1     Credit Agreement dated as of April 15, 1996 by and among RMI Titanium
           Company, an Ohio corporation, and PNC Bank, National Association,
           incorporated by reference to the Company's Registration Statement on
           Form S-3 No. 333-01553 Amendment No. 2.
  10.1     Agreement for the sale and purchase of titanium tetrachloride between
           SCM Chemicals, Inc., and RMI Titanium Company dated March 9, 1993
           incorporated by reference to Exhibit 10.13 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1992.+
  10.2     Agreement for the supply, purchase and sale of chlorine between SCM
           Chemicals, Inc., and RMI Titanium Company dated as of November 13,
           1990, incorporated by reference to Exhibit 10.3 to the Company's
           Annual Report on Form 10-K for the year ended December 31, 1990.
  10.3     RMI Company Annual Incentive Compensation Plan, incorporated by
           reference to Exhibit 10.3 to the Company's Registration Statement on
           Form S-1 No. 33-30667 Amendment No. 2.
  10.4     RMI Titanium Company 1989 Stock Option Incentive Plan, incorporated by
           reference to Exhibit 10.4 to the Company's Registration Statement on
           Form S-1 No. 33-30667 Amendment No. 2.
  10.5     RMI Titanium Company Supplemental Pension Plan effective August 1,
           1987, and amended as of December 12, 1990, incorporated by reference
           to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the
           year ended December 31, 1990.
  10.6     RMI Titanium Company 1989 Employee Restricted Stock Award Plan,
           incorporated by reference to Exhibit 10.6 to the Company's
           Registration Statement on Form S-1, No. 33-30667 Amendment No. 2.
  10.7     Amendment to RMI Titanium Company 1989 Employee Restricted Stock Award
           Plan, incorporated by reference to Exhibit 10.10 to the Company's
           Annual Report on Form 10-K for the year ended December 31, 1990.
  10.8     RMI Titanium Company Excess Benefits Plan effective July 18, 1991,
           incorporated by reference to Exhibit 10.11 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1991.
  10.9     Sales Agreement for the supply of titanium sponge and plasma
           electrodes between Oregon Metallurgical Corporation and RMI Titanium
           Company dated as of August 8, 1994, incorporated by reference to
           Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year
           ended December 31, 1995.+
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                                                                                    SEQUENTIAL
EXHIBIT                                                                                PAGE
  NO.                                   DESCRIPTION                                   NUMBER
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<C>        <S>                                                                   <C>
 10.10     Sales Agreement for the supply of titanium sponge between Osaka
           Titanium Co., Ltd., Sumitomo Corporation, Sumitomo Corporation of
           America, and RMI Titanium Company dated as of September 4, 1992,
           incorporated by reference to Exhibit 10.10 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1995.+
 10.11     RMI Titanium Company 1995 Stock Plan, incorporated by reference to
           Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year
           ended December 31, 1995.
 10.12     Employment agreement, dated September 1, 1996, between the Company and
           John H. Odle, incorporated by reference to Exhibit 10.1 to the
           Company's Quarterly Report on Form 10-Q for the quarterly period ended
           September 30, 1996.
 10.13     Employment agreement, dated September 1, 1996, between the Company and
           T. G. Rupert, incorporated by reference to Exhibit 10.2 to the
           Company's Quarterly Report on Form 10-Q for the quarterly period ended
           September 30, 1996.
 10.14     Employment agreement, dated February 1, 1997, between the Company and
           Harry B. Watkins, incorporated by reference to Exhibit 10.14 to the
           Company's Annual Report on Form 10-K for the year ended December 31,
           1996.
 10.15     Registration Rights Agreement dated August 21, 1996 between the
           Company and USX Corporation, incorporated by reference to Exhibit 10.3
           to the Company's Quarterly Report on Form 10-Q for the quarterly
           period ended September 30, 1996.
    21     Subsidiaries of the Company (Previously Filed).
  23.1     Consent of Price Waterhouse LLP.
    24     Powers of Attorney (Previously Filed).
    27     Financial Data Schedule (Previously Filed).
  99.1     Financial Statements of The RMI Titanium Company Employees Savings and
           Investment Plan for the year ended December 31, 1996 (filed herewith).
  99.2     Financial Statements of The RMI Titanium Company Bargaining Unit
           Employees Savings and Investment Plan for the year ended December 31,
           1996 (filed herewith).
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+ Confidential treatment has been requested.