EXHIBIT 4.1

         FORM OF CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES OF
                   6 3/4% SERIES A CONVERTIBLE PREFERRED STOCK



                         Pursuant to Section 151 of the

                General Corporation Law of the State of Delaware


     TITANIUM METALS CORPORATION,  a Delaware  corporation (the  "Corporation"),
certifies as follows:

     FIRST:  The  Amended  and  Restated  Certificate  of  Incorporation  of the
Corporation,  as  amended,  authorizes  the  issuance  of  10,000,000  shares of
Preferred Stock, par value $.01 per share, and, further, authorizes the Board of
Directors of the Corporation,  subject to the limitations  prescribed by law and
the  provisions of such Amended and Restated  Certificate of  Incorporation,  to
provide for the issuance of shares of the Preferred  Stock or to provide for the
issuance of shares of the  Preferred  Stock in one or more series,  to establish
from time to time the number of shares to be included in each such series and to
fix the  designations,  voting  powers,  preference  rights and  qualifications,
limitations or  restrictions  of the shares of the Preferred  Stock of each such
series.


     SECOND: The Board of Directors of the Corporation, acting at a meeting held
on March 24, 2004, duly adopted the following  resolutions,  subject to approval
by our common  stockholders of an amendment to our certificate of incorporation,
authorizing  the creation and issuance of a series of said Preferred Stock to be
known as 6 3/4% Series A Convertible Preferred Stock:

     RESOLVED,  the  Board of  Directors,  pursuant  to the  authority
     vested  in it by the  provisions  of  the  Amended  and  Restated
     Certificate  of  Incorporation  of the  Corporation,  as amended,
     hereby  authorizes the issuance of a series of the  Corporation's
     Preferred  Stock,  par value $.01 per share,  4,024,820 shares of
     which are authorized to be issued under the Corporation's Amended
     and  Restated  Certificate  of  Incorporation,  as amended  (such
     4,024,820 shares being  hereinafter  referred to as the "Series A
     Preferred  Stock"),  of the  Corporation  and  hereby  fixes  the
     number, designations, preferences, rights and limitations thereof
     in  addition  to those set  forth in said  Amended  and  Restated
     Certificate of Incorporation as follows:


     1. Certain  Definitions.  As used in this Certificate,  the following terms
shall have the following meanings, unless the context otherwise requires:

     "Board of Directors" means either the board of directors of the Corporation
or any duly authorized committee of such board.

     "Business  Day"  means any day other  than a  Saturday,  Sunday or a day on
which state or U.S.  federally  chartered banking  institutions in New York, New
York are not required to be open.

     "Capital  Stock"  of any  Person  means  any  and  all  shares,  interests,
participations  or other  equivalents  however  designated of corporate stock or
other equity participations, including partnership interests, whether general or
limited,  of such Person and any rights (other than debt securities  convertible
or  exchangeable  into an equity  interest),  warrants  or options to acquire an
equity interest in such Person.

     "Certificate" means this Certificate of Designations.

     "Certificate of Incorporation"  means the Amended and Restated  Certificate
of Incorporation of the Corporation, as amended.
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     "Closing  Sale Price" of the shares of Common Stock or other  Capital Stock
or similar  equity  interests on any date means the closing sale price per share
(or, if no closing  sale price is  reported,  the average of the closing bid and
ask  prices or, if more than one in either  case,  the  average  of the  average
closing bid and the average  closing ask prices) on such date as reported on the
principal United States  securities  exchange on which shares of Common Stock or
such other  Capital  Stock or  similar  equity  interests  are traded or, if the
shares of Common Stock or such other Capital Stock or similar  equity  interests
are not listed on a United States national or regional securities  exchange,  as
reported by Nasdaq or by the  National  Quotation  Bureau  Incorporated.  In the
absence of such quotations,  the Corporation  shall be entitled to determine the
Closing Sale Price on the basis it considers appropriate. The Closing Sale Price
shall be determined without reference to extended or after hours trading.

     "Common Stock" means any stock of any class of the Corporation  that has no
preference  in respect of  dividends  or of amounts  payable in the event of any
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
Corporation and that is not subject to redemption by the Corporation. Subject to
the  provisions  of Section 9,  however,  shares  issuable on  conversion of the
Series A Preferred  Stock shall  include only shares of the class  designated as
common stock of the  Corporation at the date of this  Certificate  (namely,  the
Common  Stock,  par value  $.01 per  share)  or  shares of any class or  classes
resulting from any reclassification or  reclassifications  thereof and that have
no preference in respect of dividends or of amounts  payable in the event of any
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
Corporation and which are not subject to redemption by the Corporation; provided
that if at any time  there  shall be more  than one such  resulting  class,  the
shares of each such class then so issuable on conversion  shall be substantially
in the proportion  that the total number of shares of such class  resulting from
all such  reclassifications  bears to the  total  number  of  shares of all such
classes resulting from all such reclassifications.

     "Conversion Agent" has the meaning assigned to such term in Section 12.

     "Conversion Date" has the meaning assigned to such term in Section 7(b).

     "Conversion  Price" per share of Series A  Preferred  Stock  means,  on any
date, the  Liquidation  Preference  divided by the Conversion  Rate in effect on
such date.


     "Conversion  Rate"  per  share of Series A  Preferred  Stock  means one and
two-thirds shares of Common Stock,  subject to adjustment  pursuant to Section 8
hereof.


     "Corporation"  means Titanium Metals Corporation,  a Delaware  corporation,
and it successors.

     "Current  Market  Price" means the average of the daily Closing Sale Prices
per share of Common Stock for the ten  consecutive  Trading Days selected by the
Corporation  commencing no more than 30 Trading Days before and ending not later
than the earlier of such date of determination  and the day before the "ex" date
with respect to the issuance, distribution, subdivision or combination requiring
such computation  immediately prior to the date in question. For purpose of this
paragraph,  the term "ex" date,  (1) when used with  respect to any  issuance or
distribution,  means the first date on which the Common  Stock  trades,  regular
way, on the relevant  exchange or in the relevant  market from which the Closing
Sale  Price  was  obtained  without  the  right  to  receive  such  issuance  or
distribution,  and (2) when used with respect to any  subdivision or combination
of shares of Common  Stock,  means  the  first  date on which the  Common  Stock
trades,  regular way, on such exchange or in such market after the time at which
such  subdivision  or  combination  becomes  effective.   If  another  issuance,
distribution,  subdivision  or  combination to which Section 8(d) applies occurs
during the period applicable for calculating  "Current Market Price" pursuant to
this definition,  the "Current Market Price" shall be calculated for such period
in a manner  determined  by the Board of Directors to reflect the impact of such
issuance, distribution,  subdivision or combination on the Closing Sale Price of
the Common Stock during such period.

     "Depositary" means DTC or its successor depositary.

     "Distributed  Property"  has the  meaning  assigned to such term in Section
8(d).

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     "Dividend  Payment Date" means  __________15,  __________ 15, __________ 15
and ____________ 15 each year, or if any such date is not a Business Day, on the
next succeeding Business Day.

     "Dividend Period" means the period beginning on, and including,  a Dividend
Payment Date and ending on, and excluding,  the immediately  succeeding Dividend
Payment Date.

     "DTC" means The Depository Trust Corporation, New York, New York.

     "Ex-Dividend Date" has the meaning assigned to such term in Section 8(g).

     "Expiration Time" has the meaning assigned to such term in Section 8(f).

     "Fair  Market  Value" means the amount,  which a willing  buyer would pay a
willing seller in an arm's-length transaction.

     "Liquidation  Preference" has the meaning  assigned to such term in Section
4(a).

     "Non-Electing  Shares"  has the  meaning  assigned  to such term in Section
9(a).

     "Original  Issue  Date" has the  meaning  assigned  to such term in Section
3(a).

     "Outstanding" means, when used with respect to Series A Preferred Stock, as
of any date of determination, all shares of Series A Preferred Stock outstanding
as of such date; provided, however, that, if such Series A Preferred Stock is to
be  redeemed,  notice of such  redemption  has been duly given  pursuant to this
Certificate  and the Paying Agent holds,  in accordance  with this  Certificate,
money  sufficient  to pay the  Redemption  Price  for the  shares  of  Series  A
Preferred Stock to be redeemed, then immediately after such Redemption Date such
shares of Series A  Preferred  Stock  shall  cease to be  outstanding;  provided
further that,  in  determining  whether the holders of Series A Preferred  Stock
have given any request,  demand,  authorization,  direction,  notice, consent or
waiver or taken any other action  hereunder,  Series A Preferred  Stock owned by
the  Corporation  shall  be  deemed  not  to be  outstanding,  except  that,  in
determining  whether the  Transfer  Agent shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other
action,  only  Series A  Preferred  Stock  which the  Transfer  Agent has actual
knowledge of being so owned shall be deemed not to be outstanding.

     "Parity Stock" has the meaning assigned to such term in Section 2.

     "Paying Agent" has the meaning assigned to such term in Section 12.

     "Person" means an  individual,  a  corporation,  a  partnership,  a limited
liability company, an association,  a trust or any other entity or organization,
including a government or political  subdivision or an agency or instrumentality
thereof.

     "Preferred  Dividend Voting Event" has the meaning assigned to such term in
Section 6(b).

     "Purchased Shares" has the meaning assigned to such term in Section 8(f).

     "Record  Date"  means  (i)  with  respect  to  the  dividends   payable  on
___________ 15,  ___________ 15,  _____________  15 and  ____________ 15 of each
year,  ____________ 1, _______ 1,  ___________ 1 and ___________ 1 of each year,
respectively, or such other record date, not more than 60 days and not less than
10 days preceding the applicable Dividend Payment Date, as shall be fixed by the
Board of  Directors  and (ii)  solely  for the  purpose  of  adjustments  to the
Conversion   Rate   pursuant  to  Section  8,  with  respect  to  any  dividend,
distribution or other  transaction or event in which the holders of Common Stock
have the right to receive any cash, securities or other property or in which the
Common Stock (or other  applicable  security) is exchanged for or converted into
any  combination  of cash,  securities  or other  property,  the date  fixed for
determination of stockholders entitled to receive such cash, securities or other
property  (whether  such date is fixed by the Board of  Directors or by statute,
contract or otherwise).

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<PAGE>


     "Redemption Date" means a date that is fixed for redemption of the Series A
Preferred Stock by the Corporation in accordance with Section 5 hereof.

     "Redemption Price" means an amount equal to the Liquidation  Preference per
share of Series A Preferred  Stock being  redeemed,  plus an amount equal to all
accumulated and unpaid  dividends  (whether or not earned or declared)  thereon,
to, but excluding, the Redemption Date, without interest;  subject to adjustment
as provided in Section 5(f).

     "Senior Stock" has the meaning assigned to such term in Section 2.

     "Series A  Preferred  Stock" has the  meaning  assigned to such term in the
Preamble hereto.

     "Series A Preferred Stock  Director" has the meaning  assigned to such term
in Section 6(b).

     "Subsidiary"  means,  with  respect  to any  Person,  (a) any  corporation,
association or other business  entity of which more than 50% of the total voting
power of shares of capital stock entitled  (without  regard to the occurrence of
any  contingency)  to vote in the  election of  directors,  managers or trustees
thereof is at the time owned or  controlled,  directly  or  indirectly,  by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (b) any  partnership  (i) the sole general  partner or the managing
general  partner of which is such Person or a Subsidiary  of such Person or (ii)
the only general  partners of which are such Person or one or more  Subsidiaries
of such Person (or any combination thereof).

     "Trading  Day" means a day during  which  trading in  securities  generally
occurs on the New York Stock  Exchange  or, if the Common Stock is not listed on
the New York  Stock  Exchange,  on the  principal  other  national  or  regional
securities  exchange on which the Common  Stock is then listed or, if the Common
Stock is not listed on a national or regional securities exchange, on Nasdaq or,
if the Common Stock is not quoted on Nasdaq,  on the  principal  other market on
which the Common Stock is then traded.

     "Transfer Agent" has the meaning assigned to such term in Section 11.

     "Trigger Event" has the meaning assigned to such term in Section 8(d).

     2. Rank.  The Series A  Preferred  Stock  shall,  with  respect to dividend
rights  and  rights  upon   liquidation,   dissolution  or  winding  up  of  the
Corporation, rank (a) senior to all classes or series of Common Stock and to any
other class or series of Capital Stock issued by the Corporation not referred to
in  clauses  (b) or (c) of this  paragraph,  (b) on a  parity  with  all  equity
securities  issued  by  the  Corporation  in  the  future  the  terms  of  which
specifically  provide  that such  equity  securities  rank on a parity  with the
Series A  Preferred  Stock with  respect to  dividend  rights or rights upon the
liquidation,  dissolution or winding up of the Corporation  ("Parity Stock") and
(c) junior to all equity  securities issued by the Corporation in the future the
terms of which  specifically  provide that such equity securities rank senior to
the Series A Preferred  Stock with respect to dividend rights or rights upon the
liquidation,  dissolution or winding up of the Corporation ("Senior Stock"). The
term "equity securities" shall not include convertible debt securities.

     3. Dividends.

          (a) Holders of the then Outstanding shares of Series A Preferred Stock
shall be entitled to receive,  when and as authorized by the Board of Directors,
out of  funds  legally  available  for  the  payment  of  dividends,  cumulative
preferential  cash  dividends  at the rate of 6.75%  of the  $50.00  liquidation
preference per annum  (equivalent to a fixed annual amount of $3.375 per share).
Such  dividends  shall be  cumulative  from the first date on which any Series A
Preferred  Stock is issued  (the  "Original  Issue  Date")  and shall be payable
quarterly in arrears on each Dividend  Payment Date. Any dividend payable on the
Series A Preferred Stock for any partial dividend period will be computed on the
basis of a 360-day year consisting of twelve 30-day months (it being  understood
that the  dividend  payable on  ________________,  2004 will be for a  different
amount than the full quarterly  dividend  period).  Dividends will be payable to
holders of record as they appear in the stock records of the  Corporation at the
close of business on the applicable Record Date.

                                       4
<PAGE>
          (b) No  dividends  on  shares  of Series A  Preferred  Stock  shall be
declared by the  Corporation or paid or set apart for payment by the Corporation
at such time as the terms and  provisions of any  agreement of the  Corporation,
including any agreement relating to its indebtedness, prohibit such declaration,
payment or setting apart for payment or provide that such  declaration,  payment
or setting  apart for payment  would  constitute  a breach  thereof or a default
thereunder,  or if such declaration or payment shall be restricted or prohibited
by law.

          (c) Notwithstanding the foregoing, dividends on the Series A Preferred
Stock shall accrue  whether or not the terms and provisions set forth in Section
3(b) hereof at any time prohibit the current  payment of  dividends,  whether or
not the  Corporation  has  earnings,  whether  or not there  are  funds  legally
available for the payment of such  dividends  and whether or not such  dividends
are declared.  Accrued but unpaid dividends on the Series A Preferred Stock will
accumulate as of the Dividend  Payment Date on which they first become  payable,
but  interest  will not accrue on any amount of accrued but unpaid  dividends on
the Series A Preferred Stock.

          (d) Except as provided in Section 3(e) below,  unless full  cumulative
dividends  on the Series A Preferred  Stock have been or  contemporaneously  are
declared and paid or declared and a sum  sufficient  for the payment  thereof is
set  apart  for  payment  for all past  dividend  periods  and the then  current
dividend period, no dividends (other than in shares of Common Stock or in shares
of any series of Capital Stock ranking junior to the Series A Preferred Stock as
to dividends  and upon  liquidation)  shall be declared or paid or set aside for
payment nor shall any other  distribution of cash or other property be, directly
or  indirectly,  declared  or set aside on or with  respect to any shares of the
Common  Stock,  or shares of any other class or series of Capital  Stock ranking
junior to or on a parity with the Series A Preferred  Stock as to  dividends  or
upon liquidation, nor shall any shares of Common Stock, or any shares of Capital
Stock ranking  junior to or on a parity with the Series A Preferred  Stock as to
dividends or upon liquidation be redeemed,  purchased or otherwise  acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the  redemption  of any  such  shares)  by the  Corporation  (except  (i) by
conversion into or exchange for other capital stock of the  Corporation  ranking
junior to the  Series A  Preferred  Stock as to  dividends,  (ii)  purchases  or
acquisitions  of shares of Common Stock in connection  with the  satisfaction by
the  Corporation  of its  obligations  under any  employee  benefit  plan or the
satisfaction by the  Corporation of its obligations  pursuant to any contract or
security  requiring the Corporation to purchase shares of Common Stock, (iii) as
a  result  of a  reclassification  of  the  Capital  Stock  or the  exchange  or
conversion  of one class or series of the  Capital  Stock for  another  class or
series of Capital Stock or (iv) the purchase of  fractional  interests in shares
of Capital  Stock  pursuant to the  conversion  or exchange  provisions  of such
Capital Stock or the security being converted or exchanged).

          (e) When  dividends are not paid in full (or a sum sufficient for such
full payment is not so set apart) on the Series A Preferred Stock and the shares
of any  other  class or  series  of  Capital  Stock  ranking  on a parity  as to
dividends  with the Series A Preferred  Stock,  all dividends  declared upon the
Series A  Preferred  Stock and any other class or series of such  Capital  Stock
ranking on a parity as to dividends  with the Series A Preferred  Stock shall be
declared pro rata so that the amount of dividends declared per share of Series A
Preferred  Stock and such other class or series of such  Capital  Stock shall in
all cases bear to each other the same ratio that accrued  dividends per share on
the  Series A  Preferred  Stock and such other  class or series of such  Capital
Stock  (which shall not include any accrual in respect of unpaid  dividends  for
prior  dividend  periods if such other class or series of Capital Stock does not
have a cumulative dividend) bear to each other. No interest,  or sum of money in
lieu of  interest,  shall be  payable  in  respect  of any  dividend  payment or
payments on Series A Preferred Stock which may be in arrears.

          (f) Any  dividend  payment  made on shares of the  Series A  Preferred
Stock  shall be  credited  against  the  accrued  but  unpaid  dividends  due as
designated by the Corporation. Holders of the Series A Preferred Stock shall not
be  entitled to any  dividend,  whether  payable in cash,  property or shares of
Capital Stock in excess of full  cumulative  dividends on the Series A Preferred
Stock as described above.

     4. Liquidation Preference.

          (a) Upon any  voluntary or  involuntary  liquidation,  dissolution  or
winding up of the affairs of the Corporation,  the holders of shares of Series A
Preferred  Stock then  Outstanding  are entitled to be paid out of the assets of
the  Corporation,  legally  available for  distribution to its  stockholders,  a
liquidation  preference  of $50.00  per share of Series A  Preferred  Stock (the

                                       5
<PAGE>
"Liquidation  Preference"),  plus an  amount  equal to any  accrued  and  unpaid
dividends  (whether  or not  declared)  to  the  date  of  payment,  before  any
distribution  of assets is made to holders of Common Stock or any other class or
series of Capital Stock that ranks junior to the Series A Preferred  Stock as to
liquidation rights.

          (b)  In the  event  that,  upon  any  such  voluntary  or  involuntary
liquidation,  dissolution or winding up, the available assets of the Corporation
are  insufficient  to pay the  amount of the  liquidating  distributions  on all
Outstanding  shares of Series A Preferred  Stock and the  corresponding  amounts
payable on all shares of each other class or series of Capital  Stock ranking on
a parity with the Series A Preferred  Stock as to liquidation  rights,  then the
holders of the Series A  Preferred  Stock and each such other class or series of
Capital Stock shall share  proportionately in any such distribution of assets in
proportion to the full  liquidating  distributions to which they would otherwise
be respectively entitled.

          (c) After payment of the full amount of the liquidating  distributions
to which they are entitled, the holders of Series A Preferred Stock will have no
right or claim to any of the remaining assets of the Corporation.

          (d) Written notice of any such liquidation,  dissolution or winding up
of the  Corporation,  stating the payment  date or dates when,  and the place or
places where, the amounts  distributable in such circumstances shall be payable,
shall be given by first class mail, postage pre-paid,  not less than 30 nor more
than 60 days prior to the payment date stated therein,  to each record holder of
the Series A Preferred Stock at the respective  addresses of such holders as the
same shall appear on the stock transfer records of the Corporation.

          (e) The  consolidation  or merger of the Corporation  with or into any
other corporation,  trust or entity or of any other corporation with or into the
Corporation, or the sale, lease or conveyance of all or substantially all of the
property or business of the  Corporation,  shall not be deemed to  constitute  a
liquidation, dissolution or winding up of the Corporation.

     5. Optional Redemption.

          (a) The  Corporation  may not redeem any shares of Series A  Preferred
Stock before  ___________,  2007.  At any time and from time to time on or after
___________,  2007,  the  Corporation  shall  have the option to redeem in cash,
subject to Section 5(i) hereof,  all or part of the shares of Series A Preferred
Stock at the Redemption  Price,  but only if, prior to the date the  Corporation
gives  notice of such  redemption  pursuant to this  Section 5, the Closing Sale
Price of the Common  Stock has exceeded  the  Conversion  Price in effect for 30
consecutive Trading Days.

          (b) In the event the  Corporation  elects to redeem shares of Series A
Preferred Stock in accordance with Section 5(a) above, the Corporation shall:

                    (i)  send a  written  notice  to the  Transfer  Agent of the
          Redemption  Date,  stating the number of shares to be redeemed and the
          Redemption  Price, at least 35 days before the Redemption Date (unless
          a shorter period shall be satisfactory to the Transfer Agent);

                    (ii)  send a  written  notice  by first  class  mail to each
          holder of  record of the  Series A  Preferred  Stock at such  holder's
          registered  address,  not fewer than 30 nor more than 90 days prior to
          the Redemption Date stating:

                              (A) the Redemption Date;

                              (B) the Redemption Price;

                              (C) the Conversion Price and the Conversion Ratio;

                              (D) the name and  address of the Paying  Agent and
                    Conversion Agent;

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<PAGE>

                              (E) that shares of Series A Preferred Stock called
                    for  redemption  may be  converted  at any time  before 5:00
                    p.m.,  New York City time on the  Business  Day  immediately
                    preceding the Redemption Date;

                              (F) that holders who want to convert shares of the
                    Series A Preferred Stock must satisfy the  requirements  set
                    forth in Section 7;

                              (G) that  shares of the Series A  Preferred  Stock
                    called  for  redemption  must be  surrendered  to the Paying
                    Agent to collect the Redemption Price;

                              (H) if fewer  than all the  Outstanding  shares of
                    the  Series A  Preferred  Stock  are to be  redeemed  by the
                    Corporation, the number of shares to be redeemed;

                              (I)  that,  unless  the  Corporation  defaults  in
                    making  payment  of  such  Redemption  Price,  dividends  in
                    respect of the shares of Series A Preferred Stock called for
                    redemption  will  cease  to  accumulate  on  and  after  the
                    Redemption Date;

                              (J) the  CUSIP  number of the  Series A  Preferred
                    Stock; and

                              (K) any other  information the Corporation  wishes
                    to present.

          (c) If the  Corporation  gives notice of  redemption,  then,  by 12:00
p.m., New York City time, on the Redemption Date, to the extent sufficient funds
are legally available, the Corporation shall, with respect to:

                           (i) shares of the Series A Preferred Stock held by
         DTC or its nominees, deposit or cause to be deposited, irrevocably with
         DTC cash sufficient to pay the Redemption Price and give DTC
         irrevocable instructions and authority to pay the Redemption Price to
         holders of such shares of the Series A Preferred Stock; and

                           (ii) shares of the Series A Preferred Stock held in
         certificated form, deposit or cause to be deposited, irrevocably with
         the Paying Agent cash sufficient to pay the Redemption Price and give
         the Paying Agent irrevocable instructions and authority to pay the
         Redemption Price to holders of such shares of the Series A Preferred
         Stock upon surrender of their certificates evidencing their shares of
         the Series A Preferred Stock.

          (d) If on the  Redemption  Date,  DTC and/or the Paying Agent holds or
hold cash  sufficient  to pay the  Redemption  Price for the  shares of Series A
Preferred  Stock  delivered for redemption as set forth herein,  dividends shall
cease to  accumulate as of the  Redemption  Date on those shares of the Series A
Preferred  Stock called for  redemption and all rights of holders of such shares
shall  terminate,  except for the right to receive the Redemption Price pursuant
to this Section 5.

          (e)  Payment  of the  Redemption  Price  for  shares  of the  Series A
Preferred Stock is conditioned upon book-entry  transfer or physical delivery of
certificates  representing the Series A Preferred Stock, together with necessary
endorsements,  to the Paying  Agent at any time after  delivery of the notice of
redemption.

          (f) If the  Redemption  Date falls  after a Record Date and before the
related Dividend Payment Date, holders of the shares of Series A Preferred Stock
at the close of  business  on that  Record Date shall be entitled to receive the
dividend  payable on those  shares on the  corresponding  Dividend  Payment Date
notwithstanding the redemption of such shares before such Dividend Payment Date.

          (g) If fewer  than all the  Outstanding  shares of Series A  Preferred
Stock  are to be  redeemed,  the  number  of  shares  to be  redeemed  shall  be
determined  by the Board of  Directors  and the shares to be  redeemed  shall be
selected by lot or pro rata (with any  fractional  shares  being  rounded to the
nearest whole share) as may be determined by the Board of Directors.

                                       7
<PAGE>

          (h) Upon  surrender  of a  certificate  or  certificates  representing
shares  of the  Series  A  Preferred  Stock  that  are  redeemed  in  part,  the
Corporation shall execute and the Transfer Agent shall  authenticate and deliver
to the holder,  a new  certificate or  certificates  representing  shares of the
Series A Preferred  Stock in an amount  equal to the  unredeemed  portion of the
shares of Series A Preferred Stock surrendered for partial redemption.

          (i) Notwithstanding the foregoing provisions of this Section 5, unless
full cumulative dividends (whether or not declared) on all Outstanding shares of
Series A Preferred  Stock have been paid or  contemporaneously  are declared and
paid or set apart for payment for all Dividend Periods  terminating on or before
the  Redemption  Date,  none of the shares of Series A Preferred  Stock shall be
redeemed, and no sum shall be set aside for such redemption.

          (j) Any shares of Series A Preferred Stock that shall at any time have
been  redeemed  or  otherwise  acquired  by the  Corporation  shall,  after such
redemption or acquisition,  have the status of authorized but unissued Preferred
Stock,  without  designation  as to  series  until  such  shares  are once  more
classified  and  designated  as part of a  particular  series  by the  Board  of
Directors.

     6. Voting Rights.

          (a) Holders of the Series A  Preferred  Stock will not have any voting
rights, except as set forth below or as otherwise provided in the Certificate of
Incorporation or by law.

          (b) Whenever dividends on any shares of Series A Preferred Stock shall
be in arrears for 12 or more  quarterly  periods (a "Preferred  Dividend  Voting
Event"),  the  holders  of such  shares  of  Series A  Preferred  Stock  (voting
separately  as a class  with any other  series of Parity  Stock  upon which like
voting rights have been conferred and are exercisable), will be entitled to vote
for the election of one additional  director of the  Corporation  (the "Series A
Preferred  Stock  Director"),  and the  number  of  directors  on the  Board  of
Directors  shall increase by one, at a special  meeting called by the holders of
record of at least 20% of the  Series A  Preferred  Stock or the  holders  of at
least 20% of any other series of Parity Stock so in arrears (unless such request
is  received  less than 90 days  before  the date  fixed for the next  annual or
special meeting of  stockholders) or at the next annual meeting of stockholders,
and at each  subsequent  annual meeting until all dividends  accumulated on such
shares  of  Series A  Preferred  Stock  for the past  dividend  periods  and the
dividend  for the then  current  dividend  period  shall have been fully paid or
declared and a sum sufficient for the payment thereof set aside for payment.

          (c) If and when all  accumulated  dividends  and the  dividend for the
then  current  dividend  period on the Series A Preferred  Stock shall have been
paid in full or set aside for payment in full, the holders of shares of Series A
Preferred Stock shall be divested of the voting rights set forth in Section 6(b)
hereof (subject to revesting in the event of each and every subsequent Preferred
Dividend  Voting Event) and, if all  accumulated  dividends and the dividend for
the current  dividend  period have been paid in full or set aside for payment in
full on all other series of Parity Stock upon which like voting rights have been
conferred  and are  exercisable,  the term of  office  of each  Preferred  Stock
Director so elected shall  terminate and the number of directors on the Board of
Directors  shall decrease by one. Any Preferred Stock Director may be removed at
any  time  with or  without  cause  by the vote of,  and  shall  not be  removed
otherwise  than by the vote of,  the  holders  of  record of a  majority  of the
Outstanding  shares of the  Series A  Preferred  Stock when they have the voting
rights set forth in Section 6(b) (voting  separately  as a class with the Parity
Stock upon which like voting rights have been conferred and are exercisable). So
long as a Preferred  Dividend  Voting Event shall  continue,  any vacancy in the
office of the Series A Preferred  Stock  Director may be filled by a vote of the
holders of record of a majority of the Outstanding  shares of Series A Preferred
Stock  when they  have the  voting  rights  set forth in  Section  6(b)  (voting
separately  as a class  with all other  series of Parity  Stock  upon which like
voting rights have been conferred and are exercisable).

          (d) The  affirmative  vote of  holders of at least  two-thirds  of the
Outstanding  shares of the Series A Preferred  Stock and all other  Parity Stock
with like voting rights,  voting as a single class,  in person or by proxy, at a
special  meeting  called  for the  purpose,  or by  written  consent  in lieu of
meeting,  shall be  required  to  alter,  repeal or amend,  whether  by  merger,
consolidation, combination, reclassification or otherwise, any provisions of the
Certificate of Incorporation  if the amendment would amend,  alter or affect the
powers,  preferences  or  rights  of the  Series  A  Preferred  Stock,  so as to

                                       8
<PAGE>
adversely affect the holders thereof;  provided,  however,  that any increase in
the amount of the authorized  common stock or authorized  preferred stock or the
creation and  issuance of other  series of common stock or preferred  stock will
not be deemed to materially  and adversely  affect such powers,  preferences  or
special rights.

          (e) The foregoing voting  provisions will not apply if, at or prior to
the time  when the act with  respect  to which  such  vote  would  otherwise  be
required shall be effected,  all Outstanding  shares of Series A Preferred Stock
shall  have been  redeemed  or called  for  redemption  upon  proper  notice and
sufficient funds shall have been deposited in trust to effect such redemption.

     7. Conversion.

          (a) Each holder of Series A Preferred  Stock shall have the right,  at
its  option,  exercisable  at any time and from time to time  from the  Original
Issue Date to convert,  subject to the terms and  provisions  of this Section 7,
any or all of such holder's  shares of Series A Preferred  Stock.  In such case,
the shares of Series A Preferred Stock shall be converted into such whole number
of fully  paid  and  nonassessable  shares  of  Common  Stock as is equal to the
Conversion Rate then in effect.

          (b) The conversion right of a holder of Series A Preferred Stock shall
be  exercised  by  the  holder  by  the  surrender  to  the  Corporation  of the
certificates  representing  shares  to be  converted  at any time  during  usual
business  hours at its  principal  place of  business or the offices of its duly
appointed  Transfer Agent to be maintained by it,  accompanied by written notice
in  form  reasonably  satisfactory  to the  Corporation  or its  duly  appointed
Transfer  Agent that the holder elects to convert all or a portion of the shares
of Series A Preferred Stock  represented by such  certificate and specifying the
name or names (with address) in which a certificate or  certificates  for shares
of Common Stock are to be issued and (if so required by the  Corporation  or its
duly  appointed  Transfer  Agent)  by a written  instrument  or  instruments  of
transfer  in  form  reasonably  satisfactory  to the  Corporation  or  its  duly
appointed  Transfer  Agent duly  executed  by the holder or its duly  authorized
legal  representative and transfer tax stamps or funds therefor,  if required by
the Transfer Agent. In case a notice of conversion shall specify a name or names
other than that of such holder,  such notice shall be  accompanied by payment of
all transfer  taxes  payable upon the issuance of shares of Common Stock in such
name or names. Other than such taxes, the Corporation shall pay any documentary,
stamp or similar  issue or transfer  taxes that may be payable in respect of any
issuance or delivery of shares of Common Stock upon  conversion of shares of the
Series A Preferred  Stock  pursuant  hereto.  Immediately  prior to the close of
business  on the  date of  receipt  by the  Corporation  or its  duly  appointed
Transfer  Agent of notice of  conversion  of shares of Series A Preferred  Stock
(the  "Conversion  Date"),  each  converting  holder of Series A Preferred Stock
shall be deemed  to be the  holder of  record  of  Common  Stock  issuable  upon
conversion  of such  holder's  Preferred  Stock  notwithstanding  that the share
register  of  the  Corporation   shall  then  be  closed  or  that  certificates
representing  such Common  Stock shall not then be  actually  delivered  to such
holder.  Upon  notice  from the  Corporation,  each holder of Series A Preferred
Stock so converted  shall promptly  surrender to the  Corporation,  at any place
where the Corporation shall maintain a Transfer Agent, certificates representing
the  shares  so  converted,  duly  endorsed  in blank or  accompanied  by proper
instruments of transfer. On the date of any conversion,  all rights with respect
to the shares of Series A Preferred Stock so converted, including the rights, if
any,  to receive  notices,  will  terminate,  except  only the rights of holders
thereof to (A)  receive  certificates  for the number of whole  shares of Common
Stock into which such shares of Preferred  Stock have been converted and cash in
lieu of any fractional  shares as provided in Section 7(c); and (B) exercise the
rights to which they are entitled as holders of Common Stock. Anything herein to
the contrary notwithstanding,  in the case of shares of Series A Preferred Stock
evidenced as global  securities,  notices of  conversion  may be  delivered  and
shares of the Series A Preferred  Stock  representing  beneficial  interests  in
respect  of  such  global  securities  may  be  surrendered  for  conversion  in
accordance  with the  applicable  procedures of the Depositary as in effect from
time to time.

          (c) In  connection  with the  conversion of any shares of the Series A
Preferred Stock, no fractions of shares of Common Stock shall be issued, but the
Corporation shall pay a cash adjustment in respect of any fractional interest in
an amount equal to the fractional  interest multiplied by the Closing Sale Price
of the Common Stock on the Conversion Date, rounded to the nearest whole cent.

          (d) If more than one share of the Series A  Preferred  Stock  shall be
surrendered  for  conversion by the same holder at the same time,  the number of

                                       9
<PAGE>
full shares of Common  Stock  issuable on  conversion  of those  shares shall be
computed  on the basis of the total  number of shares of the Series A  Preferred
Stock so surrendered.

          (e) The Corporation shall:

                    (i) at all  times  reserve  and keep  available,  free  from
          preemptive  rights,  for issuance upon the conversion of shares of the
          Series A Preferred  Stock such number of its  authorized  but unissued
          shares of Common  Stock as shall  from time to time be  sufficient  to
          permit  the  conversion  of all  Outstanding  shares  of the  Series A
          Preferred Stock;

                    (ii)  prior  to the  delivery  of any  securities  that  the
          Corporation  shall be  obligated  to deliver  upon  conversion  of the
          Series A Preferred Stock, comply with all applicable federal and state
          laws  and  regulations   that  require  action  to  be  taken  by  the
          Corporation  (including,   without  limitation,  the  registration  or
          approval,  if  required,  of any shares of Common Stock to be provided
          for  the  purpose  of  conversion  of the  Series  A  Preferred  Stock
          hereunder); and

                    (iii) ensure that all shares of Common Stock  delivered upon
          conversion of the Series A Preferred Stock, upon delivery, be duly and
          validly issued and fully paid and nonassessable, free of all liens and
          charges and not subject to any preemptive rights.

          (f) With respect to dividends and other payments upon conversion:

                    (i) If a  holder  of  shares  of  Series A  Preferred  Stock
          exercises  conversion  rights,  such shares  will cease to  accumulate
          dividends  as  of  the  end  of  the  day  immediately  preceding  the
          Conversion Date. On conversion of the Series A Preferred Stock, except
          for  conversion  during the period  from the close of  business on any
          Record Date  corresponding  to a Dividend Payment Date to the close of
          business on the  Business  Day  immediately  preceding  such  Dividend
          Payment Date,  in which case the holder on such  Dividend  Record Date
          shall  receive the dividends  payable on such  Dividend  Payment Date,
          accumulated  and unpaid  dividends on the converted  share of Series A
          Preferred Stock shall not be cancelled, extinguished or forfeited, but
          rather  shall  be  deemed  to be paid in  full to the  holder  thereof
          through  delivery of the Common Stock (together with the cash payment,
          if any, in lieu of  fractional  shares) in  exchange  for the Series A
          Preferred  Stock being  converted  pursuant to the provisions  hereof.
          Shares of the Series A  Preferred  Stock  surrendered  for  conversion
          after the close of  business  on any  Record  Date for the  payment of
          dividends  declared and before the opening of business on the Dividend
          Payment Date  corresponding to that Record Date must be accompanied by
          a  payment  to the  Corporation  in cash  of an  amount  equal  to the
          dividend  payable in respect of those shares on such Dividend  Payment
          Date; provided that a holder of shares of the Series A Preferred Stock
          on a Record Date who converts  such shares into shares of Common Stock
          on the  corresponding  Dividend  Payment  Date  shall be  entitled  to
          receive the dividend  payable on such shares of the Series A Preferred
          Stock on such Dividend  Payment Date, and such holder need not include
          payment  to the  Corporation  of the  amount  of  such  dividend  upon
          surrender of shares of the Series A Preferred Stock for conversion.

                    (ii) Notwithstanding the foregoing,  if shares of the Series
          A Preferred Stock are converted during the period between the close of
          business  on any  Record  Date  and the  opening  of  business  on the
          corresponding  Dividend  Payment Date and the  Corporation  has called
          such shares of the Series A Preferred Stock for redemption during such
          period,  then the holder who tenders such shares for conversion  shall
          receive the dividend  payable on such  Dividend  Payment Date and need
          not include  payment of the amount of such dividend upon  surrender of
          shares of the Series A Preferred Stock for conversion.

                    (iii)  Except as set forth above in this Section  7(f),  the
          Corporation  shall make no payment or allowance for unpaid  dividends,
          whether or not in arrears,  on converted  shares of Series A Preferred
          Stock or for  dividends  on shares of Common  Stock  issued  upon such
          conversion.

          8.  Adjustment  of  Conversion  Rate.  The  Conversion  Rate  shall be
adjusted from time to time by the  Corporation in accordance with the provisions
of this Section 8.

                                       10
<PAGE>
          (a) If the  Corporation  shall  hereafter  pay a  dividend  or  make a
distribution to all holders of the Outstanding  Common Stock in shares of Common
Stock,  the Conversion  Rate shall be increased so that the same shall equal the
rate  determined by multiplying  the Conversion Rate in effect at the opening of
business  on the  date  following  the  date  fixed  for  the  determination  of
stockholders  entitled  to receive  such  dividend  or other  distribution  by a
fraction,

                    (i) the numerator of which shall be the sum of the number of
          shares of Common  Stock  Outstanding  at the close of  business on the
          date fixed for the  determination of stockholders  entitled to receive
          such dividend or other distribution plus the total number of shares of
          Common Stock constituting such dividend or other distribution; and

                    (ii) the  denominator of which shall be the number of shares
          of Common Stock Outstanding at the close of business on the date fixed
          for such determination,

such increase to become effective  immediately  after the opening of business on
the day  following  the date fixed for such  determination.  If any  dividend or
distribution  of the type  described in this Section 8(a) is declared but not so
paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate
that  would  then be in effect if such  dividend  or  distribution  had not been
declared.

          (b) If the  Corporation  shall issue rights or warrants to all holders
of any class of Common Stock  entitling them to subscribe for or purchase shares
of Common  Stock at a price per share less than the average of the Closing  Sale
Prices of the Common Stock for the ten Trading Days  preceding  the  declaration
date for such  distribution,  the Conversion Rate shall be increased so that the
same shall equal the rate  determined  by  multiplying  the  Conversion  Rate in
effect  immediately  prior to the date fixed for  determination  of stockholders
entitled to receive such rights or warrants by a fraction,

                    (i) the  numerator of which shall be the number of shares of
          Common Stock  Outstanding on the date fixed for the  determination  of
          stockholders  entitled to receive  such  rights or  warrants  plus the
          total  number  of  additional  shares  of  Common  Stock  offered  for
          subscription  or purchase;  and

                    (ii) the denominator of which shall be the sum of the number
          of shares of Common Stock  Outstanding at the close of business on the
          date fixed for the  determination of stockholders  entitled to receive
          such rights or warrants  plus the number of shares that the  aggregate
          offering price of the total number of shares so offered would purchase
          at a price  equal to the  average of the  Closing  Sale  Prices of the
          Common Stock for the ten Trading Days preceding the  declaration  date
          for such distribution.

Such adjustment shall be successively  made whenever any such rights or warrants
are issued, and shall become effective immediately after the opening of business
on the day  following  the date  fixed  for the  determination  of  stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered  after the  expiration  of such rights or warrants,  the
Conversion Rate shall be readjusted to the Conversion Rate that would then be in
effect had the  adjustments  made upon the  issuance  of such rights or warrants
been made on the basis of delivery of only the number of shares of Common  Stock
actually delivered. If such rights or warrants are not so issued, the Conversion
Rate shall  again be adjusted  to be the  Conversion  Rate that would then be in
effect if such date fixed for the  determination  of  stockholders  entitled  to
receive such rights or warrants had not been fixed.  In determining  whether any
rights or warrants  entitle the holders to subscribe  for or purchase  shares of
Common  Stock at a price less than the average of the Closing Sale Prices of the
Common Stock for the ten Trading Days  preceding the  declaration  date for such
distribution,  and in determining the aggregate offering price of such shares of
Common Stock,  there shall be taken into account any  consideration  received by
the  Corporation  for such rights or warrants and any amount payable on exercise
or conversion thereof,  the value of such consideration,  if other than cash, to
be determined by the Board of Directors.

          (c) If the Outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock, the Conversion Rate in effect at the
opening of business  on the day  following  the day upon which such  subdivision
becomes effective shall be proportionately  increased,  and conversely,  in case

                                       11
<PAGE>
Outstanding  shares of Common Stock shall be combined  into a smaller  number of
shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such combination becomes effective shall
be proportionately  reduced, such increase or reduction,  as the case may be, to
become effective  immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.

          (d) If the Corporation shall, by dividend or otherwise,  distribute to
all  holders  of its  Common  Stock  shares  of any  class of  Capital  Stock or
evidences  of its  indebtedness  or  other  assets  (including  securities,  but
excluding  (x) any rights or warrants  referred  to in Section  8(b) and (y) any
dividend or  distribution  (I) paid  exclusively  in cash or (II) referred to in
Section 8(a)) (any of the foregoing, the "Distributed Property"),  then, in each
such case,  the  Conversion  Rate shall be  increased  so that the same shall be
equal to the rate determined by multiplying the Conversion Rate in effect on the
record date with respect to such distribution by a fraction,

                    (i) the numerator of which shall be the Current Market Price
          on such record date;

and

                    (ii) the  denominator  of which shall be the Current  Market
          Price on such record date less the Fair Market Value (as determined by
          the Board of Directors,  whose determination shall be conclusive,  and
          described in a resolution  of the Board of  Directors)  on such record
          date  of  the  portion  of the  Distributed  Property  so  distributed
          applicable to one share of Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following such Dividend  Record Date;  provided that if the then Fair
Market Value (as so  determined) of the portion of the  Distributed  Property so
distributed  applicable to one share of Common Stock is equal to or greater than
the  Current  Market  Price  on the  Record  Date,  in  lieu  of  the  foregoing
adjustment,  adequate  provision  shall be made so that each  holder of Series A
Preferred  Stock shall have the right to receive upon  conversion  the amount of
Distributed  Property such holder would have received had such holder  converted
each share  Series A Preferred  Stock on the Record  Date.  If such  dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the  Conversion  Rate that  would  then be in effect if such  dividend  or
distribution  had not been  declared.  If the Board of Directors  determines the
Fair Market  Value of any  distribution  for  purposes of this  Section  8(d) by
reference to the actual or when issued  trading  market for any  securities,  it
must in doing so consider the prices in such market over the same period used in
computing the Current Market Price on the applicable Record Date.

          Rights or warrants  distributed  by the  Corporation to all holders of
Common Stock  entitling the holders  thereof to subscribe for or purchase shares
of Capital Stock (either initially or under certain circumstances), which rights
or  warrants,  until the  occurrence  of a specified  event or events  ("Trigger
Event"): (i) are deemed to be transferred with such shares of Common Stock; (ii)
are not exercisable; and (iii) are also issued in respect of future issuances of
Common Stock,  shall be deemed not to have been distributed for purposes of this
8(d) (and no adjustment to the Conversion Rate under this 8(d) will be required)
until the occurrence of the earliest  Trigger  Event,  whereupon such rights and
warrants shall be deemed to have been distributed and an appropriate  adjustment
(if any is  required)  to the  Conversion  Rate shall be made under this Section
8(d).  If any such  right or  warrant,  including  any such  existing  rights or
warrants  distributed  prior to the date of this  Certificate,  are  subject  to
events,  upon the occurrence of which such rights or warrants become exercisable
to purchase  different  securities,  evidences of  indebtedness or other assets,
then the date of the occurrence of any and each such event shall be deemed to be
the date of distribution  and record date with respect to new rights or warrants
with such rights (and a  termination  or  expiration  of the existing  rights or
warrants without exercise by any of the holders  thereof).  In addition,  in the
event of any distribution (or deemed distribution) of rights or warrants, or any
Trigger Event or other event (of the type  described in the preceding  sentence)
with respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion  Rate under this 8(d) was made,
(1) in the case of any such rights or warrants that shall all have been redeemed
or repurchased  without  exercise by any holders  thereof,  the Conversion  Rate
shall be readjusted  upon such final  redemption or repurchase to give effect to
such distribution or Trigger Event, as the case may be, as though it were a cash
distribution,  equal to the per share redemption or repurchase price received by
a holder or holders  of Common  Stock with  respect to such  rights or  warrants
(assuming such holder had retained such rights or warrants), made to all holders
of Common Stock as of the date of such redemption or repurchase,  and (2) in the
case of such  rights or  warrants  that  shall have  expired or been  terminated
without  exercise  thereof,  the Conversion  Rate shall be readjusted as if such
expired or terminated rights and warrants had not been issued.

                                       12
<PAGE>
          For purposes of this Section 8(d),  Section 8(a) and Section 8(b), any
dividend or  distribution  to which this  Section 8(d) is  applicable  that also
includes  shares of Common  Stock,  or rights or  warrants to  subscribe  for or
purchase  shares of Common Stock (or both),  shall be deemed instead to be (1) a
dividend or distribution of the evidences of  indebtedness,  assets or shares of
Capital  Stock other than such shares of Common Stock or rights or warrants (and
any  Conversion  Rate  adjustment  required by this Section 8(d) with respect to
such dividend or distribution shall then be made) immediately  followed by (2) a
dividend  or  distribution  of such  shares  of Common  Stock or such  rights or
warrants (and any further  Conversion Rate adjustment  required by Sections 8(a)
and 8(b) with  respect to such  dividend  or  distribution  shall then be made),
except (A) the record date of such dividend or distribution shall be substituted
as "the date fixed for the  determination  of  stockholders  entitled to receive
such dividend or other  distribution,"  "the date fixed for the determination of
stockholders  entitled to receive such rights or  warrants"  and "the date fixed
for such determination" within the meaning of Sections 8(a) and 8(b) and (B) any
shares of Common Stock  included in such dividend or  distribution  shall not be
deemed  "Outstanding  at the  close  of  business  on the  date  fixed  for such
determination" within the meaning of Section 8(a).

          (e) If the Corporation shall, by dividend or otherwise,  distribute to
all holders of its Common Stock cash  (excluding any dividend or distribution in
connection with the  liquidation,  dissolution or winding up of the Corporation,
whether  voluntary or  involuntary),  then if the sum of the amount of such cash
distributions  per  share of  Common  Stock  plus the  aggregate  amount of cash
distributions  per share of Common Stock in the immediately  preceding  12-month
period  exceeds  the  greater of (x) the  annualized  amount per share of Common
Stock of the next  preceding  quarterly cash dividend on the Common Stock to the
extent that such preceding  quarterly dividend did not require any adjustment to
the  Conversion  Rate  pursuant  to this  Section  8(e) (as  adjusted to reflect
subdivisions,  or combinations of the Common Stock),  and (y) 15% of the average
of the Closing Sale Price during the five Trading Days immediately  prior to the
date of declaration of such dividend,  the Conversion Rate shall be increased so
that the same shall equal the rate determined by multiplying the Conversion Rate
in effect  immediately  prior to the close of  business on such record date by a
fraction,

                    (i) the numerator of which shall be the Current Market Price
          on such record date;

and

                    (ii) the  denominator  of which shall be the Current  Market
          Price on such  record  date  less the  amount  of cash so  distributed
          (including  only the  amount  of cash  distributed  in  excess  of the
          threshold set forth above) applicable to one share of Common Stock,

such adjustment to be effective  immediately prior to the opening of business on
the day following  the record date;  provided that if the portion of the cash so
distributed  applicable to one share of Common Stock is equal to or greater than
the  Current  Market  Price  on the  record  date,  in  lieu  of  the  foregoing
adjustment,  adequate  provision  shall be made so that each  holder of Series A
Preferred  Stock shall have the right to receive upon  conversion  the amount of
cash such holder  would have  received had such holder  converted  each share of
Series A Preferred Stock on the Record Date. If such dividend or distribution is
not so paid or made,  the  Conversion  Rate shall  again be  adjusted  to be the
Conversion  Rate that would then be in effect if such  dividend or  distribution
had not been declared.  If any adjustment is required to be made as set forth in
this Section 8(e) as a result of a  distribution  that is a quarterly  dividend,
such  adjustment  shall be based  upon the  amount  by which  such  distribution
exceeds  the amount of the  quarterly  cash  dividend  permitted  to be excluded
pursuant  hereto.  If an  adjustment is required to be made as set forth in this
Section  8(e)  above  as a  result  of a  distribution  that is not a  quarterly
dividend,   such  adjustment  shall  be  based  upon  the  full  amount  of  the
distribution.

          (f) If a tender  or  exchange  offer  made by the  Corporation  or any
Subsidiary  for all or any  portion of the Common  Stock  shall  expire and such
tender or exchange offer (as amended upon the expiration  thereof) shall require
the payment to stockholders of consideration  per share of Common Stock having a
Fair Market Value (as determined by the Board of Directors,  whose determination
shall be  conclusive  and  described in a resolution  of the Board of Directors)
that as of the last time (the  "Expiration  Time")  tenders or exchanges  may be
made  pursuant to such tender or exchange  offer (as it may be amended)  exceeds
the average of the daily  Closing Sale Prices of a share of Common Stock for the

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<PAGE>
five  consecutive  Trading Days selected by the Corporation  commencing not more
than 20 Trading  Days  before,  and ending not later than,  the Trading Day next
succeeding the Expiration  Time, the Conversion  Rate shall be increased so that
the same shall equal the rate  determined by multiplying  the Conversion Rate in
effect immediately prior to the Expiration Time by a fraction,

                    (i) the  numerator of which shall be the sum of (x) the Fair
          Market Value (determined as aforesaid) of the aggregate  consideration
          payable to  stockholders  based on the  acceptance  (up to any maximum
          specified in the terms of the tender or exchange  offer) of all shares
          validly  tendered or exchanged and not withdrawn as of the  Expiration
          Time  (the  shares  deemed so  accepted  up to any such  maximum,  the
          "Purchased  Shares")  and (y) the  product  of the number of shares of
          Common Stock Outstanding (less any Purchased Shares) at the Expiration
          Time and the  Closing  Sale  Price of a share of  Common  Stock on the
          Trading Day next succeeding the Expiration Time, and

                    (ii) the  denominator of which shall be the number of shares
          of Common  Stock  Outstanding  (including  any  tendered or  exchanged
          shares) at the Expiration Time multiplied by the Closing Sale Price of
          a share  of  Common  Stock on the  Trading  Day  next  succeeding  the
          Expiration Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the  Expiration  Time. If the  Corporation  is obligated to
purchase  shares  pursuant  to any  such  tender  or  exchange  offer,  but  the
Corporation is  permanently  prevented by applicable law from effecting any such
purchases or all such purchases are rescinded,  the Conversion  Rate shall again
be  adjusted  to be the  Conversion  Rate that  would  then be in effect if such
tender or exchange offer had not been made.

          (g) If the Corporation  pays a dividend or makes a distribution to all
holders of its Common Stock  consisting of Capital Stock of any class or series,
or similar  equity  interests,  of or relating to a Subsidiary or other business
unit of the Corporation, the Conversion Rate shall be increased so that the same
shall be equal to the rate  determined by  multiplying  the  Conversion  Rate in
effect on the Record Date with respect to such distribution by a fraction,

                    (i)  the  numerator  of  which  shall  be the sum of (A) the
          average of the  Closing  Sale  Prices of the Common  Stock for the ten
          Trading Days  commencing  on and including the fifth Trading Day after
          the date on which "ex-dividend trading" commences for such dividend or
          distribution  on The New York Stock Exchange or such other national or
          regional  exchange or market which such  securities are then listed or
          quoted (the "Ex-Dividend  Date") plus (B) the Fair Market Value of the
          securities  distributed  in respect of each share of Common  Stock for
          which this  Section  8(g)  applies,  which  shall  equal the number of
          securities  distributed  in  respect  of each  share of  Common  Stock
          multiplied  by the  average  of  the  Closing  Sale  Prices  of  those
          distributed  securities  for the ten Trading  Days  commencing  on and
          including the fifth Trading Day after the Ex-Dividend Date; and

                    (ii) the  denominator  of which  shall be the average of the
          Closing  Sale  Prices of the  Common  Stock for the ten  Trading  Days
          commencing   on  and   including  the  fifth  Trading  Day  after  the
          Ex-Dividend Date,

such adjustment to become effective immediately prior to the opening of business
on the day  following  the  fifteenth  Trading Day after the  Ex-Dividend  Date;
provided  that if (x) the average of the Closing Sale Prices of the Common Stock
for the ten Trading Days commencing on and including the fifth Trading Day after
the  Ex-Dividend  Date  minus  (y)  the  Fair  Market  Value  of the  securities
distributed in respect of each share of Common Stock for which this Section 8(g)
applies (as calculated in Section  8(g)(i)  above) is less than $1.00,  then the
adjustment  provided by for by this  Section  8(g) shall not be made and in lieu
thereof the provisions of Section 9 shall apply to such distribution.

          (h) The  Corporation may make such increases in the Conversion Rate in
addition to those required by Sections 8(a),  (b), (c), (d), (e), (f) and (g) as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock resulting from
any dividend or  distribution  of stock (or rights to acquire stock) or from any
event  treated as such for  income tax  purposes.  To the  extent  permitted  by
applicable  law, the  Corporation  from time to time may increase the Conversion
Rate by any amount for any period of time if the Board of  Directors  shall have
made a  determination  that such increase  would be in the best interests of the
Corporation,  which determination  shall be conclusive.  Whenever the Conversion
Rate is increased pursuant to the preceding sentence, the Corporation shall mail
to holders of the Series A Preferred Stock a notice of the increase prior to the
date the increased Conversion Rate takes effect, and such notice shall state the
increased  Conversion Rate and the period during which it will be in effect.

                                       14
<PAGE>
          (i) No adjustment in the Conversion Rate shall be required unless such
adjustment  would  require an  increase or decrease of at least 1% in such rate;
provided  that any  adjustments  that by  reason  of this  Section  8(i) are not
required  to be made shall be  carried  forward  and taken  into  account in any
subsequent  adjustment.  All calculations  under this Section 8 shall be made by
the  Corporation and shall be made to the nearest cent or to the nearest one-ten
thousandth of a share, as the case may be. No adjustment need be made for rights
to purchase  Common Stock  pursuant to a Corporation  plan for  reinvestment  of
dividends  or  interest  or,  except  as set  forth in this  Section  8, for any
issuance of Common Stock or convertible or exchangeable  securities or rights to
purchase Common Stock or convertible or exchangeable  securities.  To the extent
the securities  become  convertible  into cash,  assets,  property or securities
(other  than  Capital  Stock  of the  Corporation),  subject  to  Section  9, no
adjustment  need be made  thereafter  as to the cash,  assets,  property or such
securities.

          (j) Whenever the Conversion Rate is adjusted as herein  provided,  the
Corporation shall promptly file with the Transfer Agent an officer's certificate
setting  forth the  Conversion  Rate after such  adjustment  and setting forth a
brief  statement  of the facts  requiring  such  adjustment.  Unless and until a
responsible  officer of the Transfer  Agent shall have received  such  officer's
certificate,  the  Transfer  Agent shall not be deemed to have  knowledge of any
adjustment of the Conversion  Rate and may assume that the last  Conversion Rate
of which it has knowledge is still in effect.  Promptly  after  delivery of such
certificate,  the  Corporation  shall prepare a notice of such adjustment of the
Conversion Rate setting forth the adjusted Conversion Rate and the date on which
each adjustment  becomes effective and shall mail such notice of such adjustment
of the  Conversion  Rate to the each holder of Series A Preferred  Stock at such
holder's last address  appearing on the register  within 20 days after execution
thereof.  Failure to deliver  such  notice  shall not  affect  the  legality  or
validity of any such adjustment.

          (k) For  purposes  of this  Section  8, the number of shares of Common
Stock at any time  Outstanding  shall not include shares held in the treasury of
the Corporation,  unless such treasury shares participate in any distribution or
dividend  that  requires an  adjustment  pursuant  to this  Section 8, but shall
include  shares  issuable  in  respect of scrip  certificates  issued in lieu of
fractions of shares of Common Stock.

          9.  Effect  of  Reclassification,  Consolidation,  Merger  or  Sale on
Conversion Privilege.

          (a) If any of the following events occur:

                    (i) any reclassification or change of the Outstanding shares
          of Common  Stock (other than a  subdivision  or  combination  to which
          Section 8(c) applies);

                    (ii)  any  consolidation,   merger  or  combination  of  the
          Corporation with another Person as a result of which holders of Common
          Stock shall be entitled to receive  stock,  other  securities or other
          property or assets (including cash) with respect to or in exchange for
          such Common Stock; or

                    (iii) any sale or conveyance of all or substantially  all of
          the properties and assets of the  Corporation to any other Person as a
          result of which  holders of Common  Stock shall be entitled to receive
          stock,  other securities or other property or assets  (including cash)
          with respect to or in exchange for such Common Stock,

then each share of Series A Preferred Stock shall be  convertible,  on and after
the effective  date of such  reclassification,  change,  consolidation,  merger,
combination,  sale or  conveyance,  into the kind and amount of shares of stock,
other  securities or other property or assets  (including  cash) receivable upon
such  reclassification,  change,  consolidation,  merger,  combination,  sale or
conveyance  by a holder of the number of shares of Common  Stock  issuable  upon
conversion of such Series A Preferred  Stock  (assuming,  for such  purposes,  a
sufficient  number of authorized shares of Common Stock are available to convert
all such Series A Preferred Stock)  immediately prior to such  reclassification,
change,  consolidation,  merger,  combination,  sale or conveyance assuming such
holder of Common Stock did not  exercise  its rights of election,  if any, as to

                                       15
<PAGE>

the kind or  amount of  stock,  other  securities  or other  property  or assets
(including cash) receivable upon such reclassification,  change,  consolidation,
merger, combination, sale or conveyance (provided that, if the kind or amount of
stock,  other securities or other property or assets (including cash) receivable
upon such reclassification,  change, consolidation, merger, combination, sale or
conveyance  is not the same for each  share of Common  Stock in respect of which
such rights of election  shall not have been exercised  ("Non-Electing  Share"),
then for the  purposes  of this  Section 9 the kind and  amount of stock,  other
securities or other property or assets  (including  cash)  receivable  upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
for each  non-electing  share  shall be  deemed  to be the  kind and  amount  so
receivable per share by a plurality of the Non-Electing Shares).

          (b) The  Corporation  shall cause  notice of the  application  of this
Section 9 within 20 days after the occurrence of the events specified in Section
9(a) by the issuance of a press release containing such information.  Failure to
deliver   such  notice  shall  not  affect  the  legality  or  validity  of  the
modification  to the conversion  rights of the Series A Preferred Stock effected
by this Section 9.

          (c) The above  provisions of this Section 9 shall  similarly  apply to
successive reclassifications,  changes,  consolidations,  mergers, combinations,
sales and conveyances, and the provisions of Section 8 shall apply to any shares
of  Capital  Stock  received  by  the  holders  of  Common  Stock  in  any  such
reclassification,   change,   consolidation,   merger,   combination,   sale  or
conveyance.

          (d) If this  Section 9 applies to any event or  occurrence,  Section 8
shall not apply.

     10. Consolidation,  Merger and Sale of Assets. The Corporation, without the
consent of the holders of any of the Outstanding  Series A Preferred  Stock, may
consolidate with or merge into any other Person or convey, transfer or lease all
or  substantially  all of its  assets to any  Person or may permit any Person to
consolidate  with or merge into, or transfer or lease all or  substantially  all
its properties to the Corporation.

     11.  Transfer  Agent and  Registrar.  The transfer agent and registrar (the
"Transfer  Agent") for shares of Series A Preferred  Stock  shall  initially  be
American  Stock  Transfer and Trust Company.  The  Corporation  may, in its sole
discretion,  remove the Transfer Agent in accordance with the agreement  between
the  Corporation and the Transfer  Agent;  provided that the  Corporation  shall
appoint a successor  transfer agent who shall accept such  appointment  prior to
the effectiveness of such removal.

     12. Paying Agent and Conversion  Agent. The Transfer Agent shall act as the
office where Series A Preferred  Stock may be presented for payment (the "Paying
Agent") and where the Series A Preferred  Stock may be presented for  conversion
(the  "Conversion  Agent"),  unless another Paying Agent or Conversion  Agent is
appointed by the  Corporation.  The  Corporation may appoint the Transfer Agent,
the Paying Agent and the Conversion Agent and may appoint one or more additional
paying  agents  and one or  more  additional  conversion  agents  in such  other
locations as it shall determine. The term "Paying Agent" includes any additional
paying agent and the term "Conversion Agent" includes any additional  conversion
agent.  The Corporation may change any Paying Agent or Conversion  Agent without
prior notice to any holder.  The Corporation  shall notify the Transfer Agent of
the name and address of any Paying Agent or  Conversion  Agent  appointed by the
Corporation.  If the Corporation  fails to appoint or maintain another entity as
Paying Agent or  Conversion  Agent,  the Transfer  Agent shall act as such.  The
Corporation or any of its affiliates  may act as Paying Agent,  Transfer  Agent,
registrar, coregistrar or Conversion Agent.

     13.  Headings.  The  headings of the Sections of this  Certificate  are for
convenience of reference  only and shall not define,  limit or affect any of the
provisions hereof.

                            [SIGNATURE PAGE FOLLOWS]



<PAGE>


     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed in its name and on its behalf on this __ day of ______________, 2004.

                               TITANIUM METALS CORPORATION


                         By:
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                              Name:
                              Title:
ATTEST:



By:
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         Name:
         Title: