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                                                                  EXHIBIT 10.11

RMI TITANIUM COMPANY
1995 STOCK PLAN

        1. Objectives. The RMI Titanium Company 1995 Stock Plan (the "Plan") 
is designed:
        
           (a) to promote the long-term financial interests and growth of the 
        Company and as subsidiaries by attracting and retaining management 
        personnel with the training, experience and ability to enable them 
        to make a substantial contribution to the success of the Company's 
        business;

           (b) to motivate management personnel by means of growth-related 
        incentive long-range growth goals; and

           (c) to further the identity of interests of participants with those 
        of the shareholders of the Company through opportunities for increased 
        stock ownership in the Company. 

        2. Definitions.

           (a) Board. The Board of Directors of RMI Titanium Company;

           (b) Committee. A Committee of at least three directors appointed by 
        the Board to take action under this Plan.


           (c) Company. RMI Titanium Company (RMI) and its subsidiaries.

           (d) Fair Market Value. Such value of a Share as reported for stock 
        exchange transactions and determined in accordance with any applicable 
        resolutions or regulations of the Committee in effect at the relevant 
        time; 

           (e) Grant. A Grant made under the Plan to a Participant in the form 
        of an Option, Stock Appreciation Right or Restricted Stock or any 
        combination thereof;

           (f) Participant. An employee of the Company to whom a Grant is 
        made; and

           (g) Share. A share of Common Stock of RMI which may be authorized 
        but unissued or issued and reacquired.

        3. Eligibility. Employees of the Company eligible for a Grant under the 
Plan are those in responsible positions whose performance, in the judgment of 
the Committee, may affect the Company's success.

        4. Administration. The Plan shall be administered by the Committee 
which shall be constituted to permit the Plan to comply with Rule 16b-3
promulgated under the Securities and Exchange Act of 1934 or any successor 
rule. The Committee shall determine the type or types of Grants to be made to 
each Participant and shall set forth in such Grant the terms, conditions and 
limitations applicable to it, including provisions relating to change in 
control of the Company. Grants may be made singly, in combination or in tandem. 
The Committee shall have full and exclusive power to interpret the Plan, to 
adopt rules, regulations and guidelines relating to the Plan, to grant waivers 
of Plan restrictions and to make all of the determinations necessary for its 
administration.

        5. Shares Subject to the Plan. Up to 2% of the outstanding Common Stock 
as determined on December 31 of the preceding year, shall be available for 
Grants during each calendar year in which the Plan is in effect. Shares related 
to Grants that are forfeited, terminatged, cancelled, expire unexercised, 
settled in cash in lieu of stock or in such manner that all or some of the 
Shares covered by a Grant are not issued to a Participant shall immediately 
become available for Grants. Any unused portion of the percentage limit of 
common stock in any calendar year shall be carried forward and available for 
Grants in succeeding calendar years.

        6. Delegation of Authority. The Committee may delegate to the Stock 
Option Officer and to other senior officers of the Company its duties under the 
Plan subject to such conditions and limitations as the Committee shall 
prescribe except that only the Committee may designate and make Grants to 
Participants who are subject to Section 16 of the Securities and Exchange Act 
of 1934.
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        7. Options. A right to purchase a specified number of Shares at not 
less than 100% of Fair Market Value on the date of the Grant. All Options will 
be Non-Qualified Options. Full payment for Shares purchased shall be made at 
the time of the exercise of the Option, in whole or in part. Payment of the 
purchase price shall be made in cash or in such other form as the Committee may 
approve, including Shares valued at the Fair Market Value of the Shares on the 
date of exercising the Option.

        8. Stock Appreciation Rights. A right to receive a payment in cash 
and/or Shares equal to the excess of the Fair Market Value of a Share on the 
date the Stock Appreciation Right (SAR) is exercised over the Fair Market Value 
of a Share at the date of the SAR Grant for a specified number of Shares.

        9. Restricted Stock. An award of Shares for no cash consideration, if 
permitted by applicable law, or for such other consideration as determined by 
the Committee. All or part of the award may be subject to conditions including, 
but not limited to, continuous service with the Company; achievement of 
business objectives; individual, unit and Company performance and other 
criteria; and provisions for forfeiture and restricting transfer. Subject to 
such forfeiture and transfer restriction provisions as may be established by 
the Committee, and Participant receiving an award shall have all the rights of 
a shareholder of the Company with respect to Shares of Restricted Stock, 
including the right to vote the Shares and the right to receive any cash 
dividends thereon.

        10. Transfer. No Grant may be assigned, pledged or transferred other 
than by will or by the laws of descent and distribution and during a 
Particpant's lifetime shall be exercisable only by the Participant or his or 
her guardian or legal representative.

        11. Adjustments. In the event of any change in the outstanding Common 
Stock of RMI by reason of a stock split, stock dividend, stock combination or 
reclassification, recapitalization or merger, or similar event, the Committee 
may adjust appropriately the number of Shares available for or covered by 
Grants and Share prices related to outstanding Grants and make such other 
revisions to outstanding Grants as it, in its discretion, deems appropriate.

        12. Tax Withholding. RMI shall have the right to deduct applicable 
taxes from any cash payment under the Plan which are required to be withheld 
and further to condition the obligation to deliver or the vesting of Shares 
under the Plan upon the Participant paying RMI such amount as it may request to 
satisfy any liability for applicable withholding taxes. Grants under the Plan 
may provide that Participants may elect to have RMI withhold Shares to satisfy 
all or part of their withholding liability with the value of such withheld 
Shares based upon the Fair Market Value on the date the tax withholding is 
required to be made.

        13. Amendments. The Committee shall have the authority to make such 
amendments to any terms and conditions applicable to outstanding Grants as are 
consistent with this Plan provided that, except for adjustments under Paragraph 
11 hereof, no such action shall modify such Grant in a manner adverse to the 
Participant without the Participant's consent except as such modification is 
provided for or contemplated in the terms of the Grant.

        The Board may amend, suspend or terminate the Plan except that no such 
action may be taken which would, without shareholder approval, or except as 
permitted pursuant to Paragraph 11, increase the aggregate number of Shares 
available for Grants under the Plan, decrease the price of Options or SARs, 
change the requirements relating to the Committee or extend the term of the 
Plan.

        14. Effective and Termination Dates. The Plan shall be effective on the 
date it is approved by the shareholders of RMI and shall terminate ten years 
later, subject to earlier termination by the Board pursuant to Paragraph 13.