SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

 X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---      EXCHANGE ACT OF 1934


                  For the quarterly period ended March 31, 2003
                                                 --------------

                                       OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
---      EXCHANGE ACT OF 1934

                         Commission file number 0-28538



                           Titanium Metals Corporation
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)



            Delaware                                             13-5630895
--------------------------------                           ---------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                              Identification No.)




                1999 Broadway, Suite 4300, Denver, Colorado 80202
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)




       Registrant's telephone number, including area code: (303) 296-5600
                                                           ---------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.


                             Yes   X     No
                                  ---       ---


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                             Yes         No  X
                                  ---       ---


Number of shares of common stock outstanding on May 7, 2003: 3,180,182


<PAGE>












Forward-Looking Information

     The statements  contained in this Quarterly Report on Form 10-Q ("Quarterly
Report")  that  are  not  historical  facts,  including,  but  not  limited  to,
statements  found  in the  Notes to  Consolidated  Financial  Statements  and in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations ("MD&A"), are forward-looking  statements that represent management's
beliefs   and   assumptions   based   on   currently   available    information.
Forward-looking  statements  can be  identified  by the  use of  words  such  as
"believes," "intends," "may," "will," "looks," "should," "could," "anticipates,"
"expects" or comparable  terminology  or by discussions of strategies or trends.
Although  the  Company  believes  that  the   expectations   reflected  in  such
forward-looking  statements are  reasonable,  it cannot give any assurances that
these  expectations  will prove to be correct.  Such  statements by their nature
involve  substantial risks and  uncertainties  that could  significantly  affect
expected  results.  Actual  future  results could differ  materially  from those
described in such  forward-looking  statements,  and the Company  disclaims  any
intention  or  obligation  to update or revise any  forward-looking  statements,
whether as a result of new  information,  future events or otherwise.  Among the
factors that could cause actual  results to differ  materially are the risks and
uncertainties  discussed in this Quarterly  Report,  including in those portions
referenced  above and those  described from time to time in the Company's  other
filings with the Securities and Exchange  Commission ("SEC") which include,  but
are not limited to, the cyclicality of the commercial  aerospace  industry,  the
performance  of aerospace  manufacturers  and the Company under their  long-term
agreements,  the renewal of certain  long-term  agreements,  the  difficulty  in
forecasting  demand  for  titanium  products,   global  economic  and  political
conditions,  global productive capacity for titanium, changes in product pricing
and costs,  the impact of long-term  contracts with the Company's  vendors,  the
possibility  of labor  disruptions,  fluctuations  in currency  exchange  rates,
control  by  certain   stockholders   and   possible   conflicts   of  interest,
uncertainties  associated  with  new  product  development,  the  supply  of raw
materials  and  services,  changes in raw  material  and other  operating  costs
(including  energy costs),  possible  disruption of business or increases in the
cost of doing business resulting from terrorist  activities or global conflicts,
and other risks and uncertainties. Should one or more of these risks materialize
(or the  consequences  of such a development  worsen),  or should the underlying
assumptions  prove incorrect,  actual results could differ materially from those
forecasted or expected.



<PAGE>


                           TITANIUM METALS CORPORATION

                                      INDEX


                                                                           Page
                                                                          Number

PART I.       FINANCIAL INFORMATION

    Item 1.  Consolidated Financial Statements

             Consolidated Balance Sheets - March 31, 2003 (unaudited) and
               December 31, 2002                                             2

             Consolidated Statements of Operations - Three months
               ended March 31, 2003 and 2002 (unaudited)                     4

             Consolidated Statements of Comprehensive Loss -
               Three months ended March 31, 2003 and 2002 (unaudited)        5

             Consolidated Statements of Cash Flows - Three months
               ended March 31, 2003 and 2002 (unaudited)                     6

             Consolidated Statement of Changes in Stockholders' Equity -
               Three months ended March 31, 2003 (unaudited)                 8

             Notes to Consolidated Financial Statements (unaudited)          9

    Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations                          19

    Item 4.  Controls and Procedures                                        28

PART II.     OTHER INFORMATION

    Item 1.  Legal Proceedings                                              29

    Item 4.  Submission of Matters to a Vote of Security Holders            29

    Item 6.  Exhibits and Reports on Form 8-K                               29


                                      - 1 -

<PAGE>

<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)

                                                                                  March 31,            December 31,
ASSETS                                                                              2003                   2002
                                                                              ------------------     ------------------
                                                                                  (unaudited)
<S>                                                                           <C>                    <C>
Current assets:
   Cash and cash equivalents                                                  $         26,556       $        6,214
   Accounts and other receivables, less allowance
     of $2,760 and $2,859, respectively                                                 82,950               66,393
   Receivable from related parties                                                       1,678                2,398
   Refundable income taxes                                                               2,066                1,703
   Inventories                                                                         167,716              181,932
   Prepaid expenses and other                                                            3,036                3,077
   Deferred income taxes                                                                   807                  809
                                                                              ------------------     ------------------
       Total current assets                                                            284,809              262,526
                                                                              ------------------     ------------------

Investment in joint ventures                                                            22,831               22,287
Property and equipment, net                                                            245,686              254,672
Intangible assets, net                                                                   7,857                8,442
Deferred income taxes                                                                       95                    -
Other                                                                                   15,988               15,851
                                                                              ------------------     ------------------

         Total assets                                                         $        577,266       $      563,778
                                                                              ==================     ==================

</TABLE>

                                      - 2 -



<PAGE>

<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                      (In thousands, except per share data)

                                                                                 March 31,            December 31,
LIABILITIES, MINORITY INTEREST AND                                                 2003                   2002
                                                                             ------------------     ------------------
STOCKHOLDERS' EQUITY                                                             (unaudited)

<S>                                                                          <C>                    <C>
Current liabilities:
   Notes payable                                                             $          3,293       $        12,994
   Current maturities of long-term debt and capital
      lease obligations                                                                   574                   642
   Accounts payable                                                                    27,532                26,460
   Accrued liabilities                                                                 47,652                46,511
   Customer advances                                                                   32,078                 5,416
   Payable to related parties                                                             319                   602
   Income taxes                                                                            43                     -
                                                                             ------------------     ------------------
       Total current liabilities                                                      111,491                92,625
                                                                             ------------------     ------------------

Long-term debt                                                                         11,370                 6,401
Capital lease obligations                                                               8,929                 9,575
Payable to related parties                                                                644                   644
Accrued OPEB cost                                                                      13,195                13,417
Accrued pension cost                                                                   60,172                61,080
Accrued environmental cost                                                              3,531                 3,531
Deferred income taxes                                                                   1,228                 1,036
Accrued dividends on Convertible Preferred Securities                                   7,869                 4,462
Other                                                                                   1,132                     -
                                                                             ------------------     ------------------
       Total liabilities                                                              219,561               192,771
                                                                             ------------------     ------------------

Minority interest - Company-obligated mandatorily redeemable preferred
  securities of subsidiary trust holding solely subordinated debt securities
  ("Convertible
  Preferred Securities")                                                              201,241               201,241
Other minority interest                                                                10,907                10,416

Stockholders' equity:
   Preferred stock $.01 par value; 100 shares authorized,
     none outstanding                                                                       -                     -
   Common stock, $.01 par value; 9,900 shares authorized,
     3,189 and 3,194 shares issued                                                         32                    32
   Additional paid-in capital                                                         350,679               350,889
   Accumulated deficit                                                               (140,961)             (127,371)
   Accumulated other comprehensive loss                                               (62,828)              (62,737)
   Treasury stock, at cost  (9 shares)                                                 (1,208)               (1,208)
   Deferred compensation                                                                 (157)                 (255)
                                                                             ------------------     ------------------
         Total stockholders' equity                                                   145,557               159,350
                                                                             ------------------     ------------------

         Total liabilities and stockholders' equity                          $        577,266       $       563,778
                                                                             ==================     ==================

Commitments and contingencies (Note 14)

</TABLE>


          See accompanying Notes to Consolidated Financial Statements.
                                      - 3 -
<PAGE>

<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
                      (In thousands, except per share data)

                                                                                  Three months ended March 31,
                                                                            ------------------------------------------
                                                                                   2003                   2002
                                                                            -------------------    -------------------

<S>                                                                         <C>                    <C>
Net sales                                                                   $        99,294        $       104,440
Cost of sales                                                                        98,276                 99,332
                                                                            -------------------    -------------------

   Gross margin                                                                       1,018                  5,108

Selling, general, administrative and development expense                              9,895                 10,379
Equity in earnings of joint ventures                                                    185                    505
Other income (expense), net                                                             628                     51
                                                                            -------------------    -------------------

  Operating loss                                                                     (8,064)                (4,715)

Interest expense                                                                        688                    738
Other non-operating income (expense), net                                              (520)               (28,129)
                                                                            -------------------    -------------------

  Loss before income taxes, minority interest and
      cumulative effect of change in accounting principles                           (9,272)               (33,582)

Income tax expense (benefit)                                                            457                 (1,454)
Minority interest - Convertible Preferred Securities                                  3,407                  3,333
Other minority interest, net of tax                                                     263                    621
                                                                            -------------------    -------------------

  Loss before cumulative effect of change in
      accounting principles                                                         (13,399)               (36,082)

Cumulative effect of change in accounting principles                                   (191)               (44,310)
                                                                            -------------------    -------------------

   Net loss                                                                 $       (13,590)       $       (80,392)
                                                                            ===================    ===================

Basic and diluted loss per share:
   Before cumulative effect of change in
      accounting principles                                                 $         (4.23)       $        (11.43)

   Cumulative effect of change in accounting principles                               (0.06)                (14.04)
                                                                            -------------------    -------------------

Basic and diluted loss per share                                            $         (4.29)       $        (25.47)
                                                                            ===================    ===================

Weighted average shares outstanding                                                   3,165                  3,156

Pro forma amounts assuming SFAS No. 143 was applied
   during all periods affected:

   Net loss                                                                 $       (13,399)       $       (80,401)

   Basic and diluted loss per share                                         $         (4.23)       $        (25.47)

</TABLE>

          See accompanying Notes to Consolidated Financial Statements.
                                      - 4 -
<PAGE>

<TABLE>
<CAPTION>


                           TITANIUM METALS CORPORATION

            CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited)
                                 (In thousands)

                                                                                Three months ended March 31,
                                                                          ------------------------------------------
                                                                                 2003                   2002
                                                                          -------------------    -------------------

<S>                                                                       <C>                    <C>
Net loss                                                                    $     (13,590)         $     (80,392)

Other comprehensive loss -
   currency translation adjustment                                                    (91)                (1,276)
                                                                          -------------------    -------------------

Comprehensive loss                                                          $     (13,681)         $     (81,668)
                                                                          ===================    ===================

</TABLE>

          See accompanying Notes to Consolidated Financial Statements.
                                      - 5 -

<PAGE>


<TABLE>
<CAPTION>


                           TITANIUM METALS CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
                                 (In thousands)

                                                                                  Three months ended March 31,
                                                                            ------------------------------------------
                                                                                   2003                   2002
                                                                            -------------------    -------------------

<S>                                                                         <C>                    <C>
Cash flows from operating activities:
   Net loss                                                                 $       (13,590)       $       (80,392)
   Depreciation and amortization                                                      9,547                  9,034
   Cumulative effect of change in accounting principles                                 191                 44,310
   Noncash impairment of investment in Special Metals
     Corporation preferred securities                                                     -                 27,500
   Equity in earnings of joint ventures, net of distributions                          (135)                  (385)
   Deferred income taxes                                                                113                 (1,016)
   Other minority interest                                                              263                    621
   Other, net                                                                           175                    674
   Change in assets and liabilities:
     Receivables                                                                    (17,007)                 3,077
     Inventories                                                                     13,906                 (8,704)
     Prepaid expenses and other                                                          30                  2,769
     Accounts payable and accrued liabilities                                         3,264                 (9,952)
     Customer advances                                                               26,656                 (3,960)
     Income taxes                                                                      (321)                (1,129)
     Accounts with related parties, net                                                 432                 (1,333)
     Accrued OPEB and pension costs                                                    (120)                  (857)
     Accrued dividends on Convertible Preferred Securities                            3,407                      -
     Other, net                                                                        (377)                   542
                                                                            -------------------    -------------------
       Net cash provided (used) by operating activities                              26,434                (19,201)
                                                                            -------------------    -------------------

Cash flows from investing activities:
   Capital expenditures                                                              (1,487)                (1,282)
                                                                            -------------------    -------------------
       Net cash used by investing activities                                         (1,487)                (1,282)
                                                                            -------------------    -------------------

Cash flows from financing activities:
   Indebtedness:
     Borrowings                                                                     122,762                102,704
     Repayments                                                                    (127,385)              (100,512)
   Other, net                                                                          (493)                  (182)
                                                                            -------------------    -------------------
       Net cash (used) provided by financing activities                              (5,116)                 2,010
                                                                            -------------------    -------------------

       Net cash provided (used) by operating, investing
         and financing activities                                           $        19,831        $       (18,473)
                                                                            ===================    ===================
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.
                                      - 6 -

<PAGE>

<TABLE>
<CAPTION>


                           TITANIUM METALS CORPORATION

          CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (CONTINUED)
                                 (In thousands)

                                                                                  Three months ended March 31,
                                                                            ------------------------------------------
                                                                                   2003                   2002
                                                                            -------------------    -------------------

<S>                                                                         <C>                    <C>
Cash and cash equivalents:
   Net increase (decrease) from:
     Operating, investing and financing activities                          $       19,831         $      (18,473)
     Currency translation                                                              511                   (114)
                                                                            -------------------    -------------------
                                                                                    20,342                (18,587)
   Cash at beginning of period                                                       6,214                 24,500
                                                                            -------------------    -------------------

   Cash at end of period                                                    $       26,556         $        5,913
                                                                            ===================    ===================

Supplemental disclosures:
   Cash paid for:
     Interest, net of amounts capitalized                                   $          455         $          413
     Convertible Preferred Securities dividends                             $            -         $        3,333
     Income taxes, net                                                      $          677         $          691

Noncash investing and financing activities:
   Capital lease obligations of $684 were incurred
   during the three months ended March 31, 2002
   when the Company entered into certain leases
   for new equipment

</TABLE>

          See accompanying Notes to Consolidated Financial Statements.
                                      - 7 -


<PAGE>

<TABLE>
<CAPTION>


                           TITANIUM METALS CORPORATION

      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited)

                        Three months ended March 31, 2003
                                 (In thousands)


                                                                             Accumulated Other
                                                                             Comprehensive Loss
                                                    Additional             ----------------------                          Total
                                    Common  Common   Paid-In  Accumulated   Currency    Pension   Treasury   Deferred  Stockholders'
                                    Shares   Stock   Capital    Deficit   Translation Liabilities  Stock   Compensation    Equity
                                   -------- ------- ---------- ----------  ---------  ----------- --------  ----------   -----------

<S>                                  <C>    <C>     <C>        <C>         <C>        <C>         <C>       <C>          <C>
Balance at December 31, 2002         3,185  $  32   $ 350,889  $(127,371)  $ (1,036)  $ (61,701)  $(1,208)  $  (255)     $  159,350

Components of comprehensive
   income (loss):
     Net loss                            -      -           -    (13,590)         -           -         -         -         (13,590)
     Change in cumulative
       currency translation
       adjustment                        -      -           -          -        (91)          -         -         -             (91)

Stock award cancellations               (5)     -        (210)         -          -           -         -       210               -

Amortization of deferred
   compensation, net of effects of
   stock award cancellations             -      -           -          -          -           -         -      (112)           (112)
                                   -------- ------- ---------- ----------  ---------  ----------- --------  ----------   -----------

Balance at March 31, 2003            3,180  $  32   $ 350,679  $(140,961)  $ (1,127)  $ (61,701)  $(1,208)  $  (157)     $  145,557
                                   ======== ======= ========== ==========  =========  =========== ========  ==========   ===========

</TABLE>


          See accompanying Notes to Consolidated Financial Statements.
                                      - 8 -

<PAGE>


                           TITANIUM METALS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 1 - Organization and basis of presentation

     Titanium Metals Corporation  ("TIMET") is a vertically  integrated producer
of  titanium  sponge,  melted  products  and a  variety  of  mill  products  for
aerospace, industrial and other applications. At March 31, 2003, (i) Tremont LLC
("Tremont"),   a  wholly-owned   subsidiary  of  Valhi,  Inc.  ("Valhi"),   held
approximately  39.7% of TIMET's  outstanding  common  stock,  (ii) the  Combined
Master  Retirement  Trust  ("CMRT"),  a trust  formed  by  Valhi to  permit  the
collective  investment  by trusts that  maintain the assets of certain  employee
benefit plans adopted by Valhi and certain related  companies  (TIMET  currently
expects to begin  participating in the CMRT in the second quarter of 2003), held
approximately 9% of TIMET's common stock and (iii) Valhi held approximately 0.1%
of TIMET common stock. At March 31, 2003, Contran Corporation  ("Contran") held,
directly  or through  subsidiaries,  approximately  90% of  Valhi's  outstanding
common stock. Substantially all of Contran's outstanding voting stock is held by
trusts  established  for the benefit of certain  children and  grandchildren  of
Harold C.  Simmons,  of which Mr.  Simmons is sole  trustee.  In  addition,  Mr.
Simmons  is the sole  trustee  of the CMRT and a member of the trust  investment
committee  for the CMRT.  Mr.  Simmons may be deemed to control each of Contran,
Valhi and TIMET.

     The accompanying  Consolidated Financial Statements include the accounts of
TIMET and its majority-owned  subsidiaries  (collectively,  the "Company").  All
material  intercompany  transactions  and  balances  have been  eliminated.  The
Consolidated Balance Sheet at March 31, 2003 and the Consolidated  Statements of
Operations,  Comprehensive Loss, Changes in Stockholders'  Equity and Cash Flows
for the interim  periods ended March 31, 2003 and 2002 have been prepared by the
Company without audit. In the opinion of management,  all adjustments  necessary
to present fairly the consolidated financial position, results of operations and
cash flows have been made. The results of operations for interim periods are not
necessarily  indicative  of the  operating  results  of a full year or of future
operations.  Certain prior year amounts have been reclassified to conform to the
current year presentation. Certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting   principles  have  been  condensed  or  omitted.   The  accompanying
Consolidated  Financial  Statements  should  be read  in  conjunction  with  the
Consolidated  Financial  Statements  included in the Company's  Annual Report on
Form 10-K for the year ended December 31, 2002 (the "2002 Annual Report").

     On  February 4, 2003,  the  Company's  stockholders  approved a proposal to
amend TIMET's  Certificate of  Incorporation  to effect a reverse stock split of
the Company's  common stock at a ratio of one share of  post-split  common stock
for each  eight,  nine or ten  shares  of  pre-split  common  stock  issued  and
outstanding,  with the  final  exchange  ratio to be  selected  by the  Board of
Directors.  Subsequently,  the Company's Board of Directors unanimously approved
the reverse stock split on the basis of one share of post-split common stock for
each  outstanding ten shares of pre-split  common stock. The reverse stock split
became  effective after the close of trading on February 14, 2003. All share and
per share  disclosures for all periods  presented in the Consolidated  Financial
Statements  and Notes  thereto have been  adjusted to give effect to the reverse
stock split.

                                      - 9 -

<PAGE>


     The Company adopted Statement of Financial  Accounting  Standards  ("SFAS")
No. 143,  Accounting for Asset Retirement  Obligations on January 1, 2003. Under
SFAS No. 143, the fair value of a liability for an asset  retirement  obligation
covered under the scope of SFAS No. 143 is recognized in the period in which the
liability is incurred, with an offsetting increase in the carrying amount of the
related  long-lived  asset.  Over time,  the liability is accreted to its future
value,  and the  capitalized  cost is  depreciated  over the useful  life of the
related asset.  Upon  settlement of the liability,  an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon settlement.

     Under the transition provisions of SFAS No. 143, the Company recognized (i)
an asset retirement cost capitalized as an increase to the carrying value of its
property,  plant and equipment of approximately  $0.2 million,  (ii) accumulated
depreciation on such capitalized cost of approximately $0.1 million and (iii) an
other noncurrent liability for the asset retirement  obligation of approximately
$0.3 million.  Amounts  resulting  from the initial  application of SFAS No. 143
were  measured  using  information,  assumptions  and  interest  rates all as of
January 1, 2003. The amount recognized as the asset retirement cost was measured
as of  the  date  the  asset  retirement  obligation  was  incurred.  Cumulative
accretion on the asset retirement obligation and accumulated depreciation on the
asset  retirement  cost were  recognized  for the time  period from the date the
asset  retirement  cost  and  liability  would  have  been  recognized  had  the
provisions  of SFAS  No.  143 been in  effect  at the  date  the  liability  was
incurred,  through  January 1, 2003.  The  difference  between the amounts to be
recognized  as described  above and any  associated  amounts  recognized  in the
Company's  balance sheet as of December 31, 2002 was  recognized as a cumulative
effect of a change in  accounting  principle  as of January  1, 2003.  The asset
retirement  obligation  recognized  as a result of adopting SFAS No. 143 relates
primarily to landfill closure and leasehold restoration costs.

     The following table shows pro forma amounts relating to the Company's asset
retirement  obligations as if SFAS No. 143 was applied  throughout 2002, as well
as a roll forward of the asset retirement obligation through March 31, 2003:


                                                       (In thousands)

      Asset retirement obligation, 1/1/2002                $   312
      Accretion expense                                         15
                                                    ---------------------

      Asset retirement obligation, 12/31/2002                  327
      Accretion expense                                          4
                                                    ---------------------

      Asset retirement obligation, 3/31/2003               $   331
                                                    =====================

     Accretion  expense  during the first three  months of 2003 is reported as a
component of cost of sales.

     The Company has elected the disclosure  alternative  prescribed by SFAS No.
123,  Accounting  for  Stock-Based  Compensation,  as amended  by SFAS No.  148,
Accounting for  Stock-Based  Compensation - Transition and  Disclosure,  and has
chosen to account for its  stock-based  employee  compensation  related to stock
options in accordance with Accounting  Principles  Board Opinion ("APB") No. 25,
Accounting for Stock Issued to Employees and its various interpretations.  Under
APB Opinion No. 25,  compensation  cost is generally  recognized for fixed stock
options  for  which the  exercise  price is less  than the  market  price of the
Company's common stock on the grant date. The Company recognized no compensation
cost for fixed stock  options  during the three  months ended March 31, 2003 and
2002.

                                     - 10 -

<PAGE>


     The following  table  illustrates the effect on net loss and loss per share
if the Company had applied  the fair value  recognition  provisions  of SFAS No.
123:

<TABLE>

                                                                                   Three months ended March 31,
                                                                            -----------------------------------------
                                                                                   2003                  2002
                                                                            -------------------    ------------------
                                                                               (In thousands, except per share data)

<S>                                                                         <C>                    <C>
Net loss, as reported                                                       $       (13,590)       $      (80,392)
Less: total stock option related stock-based employee
   compensation expense determined under SFAS No. 123                                  (103)                 (230)
                                                                            -------------------    ------------------

Pro forma net loss                                                          $       (13,693)       $      (80,622)
                                                                            ===================    ==================

Basic and diluted loss per share:
  As reported                                                               $         (4.29)       $       (25.47)
                                                                            ===================    ==================
  Pro forma                                                                 $         (4.33)       $       (25.55)
                                                                            ===================    ==================

</TABLE>

Note 2 - Segment information

     The  Company's  production  facilities  are  located in the United  States,
United  Kingdom,  France and Italy,  and its  products are sold  throughout  the
world. The Company's worldwide  integrated  activities are conducted through its
"Titanium  melted and mill  products"  segment,  currently  the  Company's  only
segment. Sales, gross margin, operating income (loss), inventory and receivables
are the key  management  measures  used to  evaluate  segment  performance.  The
following  table  provides  supplemental  segment  information  to the Company's
Consolidated Financial Statements:

<TABLE>
                                                                                 Three months ended March 31,
                                                                          -------------------------------------------
                                                                                  2003                    2002
                                                                          --------------------    -------------------
                                                                            ($ in thousands, except selling prices)

<S>                                                                       <C>                     <C>
Net sales - Titanium melted and mill products:
    Mill product net sales                                                $        73,617         $        79,745
    Melted product net sales                                                       12,854                   9,965
    Other                                                                          12,823                  14,730
                                                                          --------------------    -------------------
                                                                          $        99,294         $       104,440
                                                                          ====================    ===================
Mill product shipments:
    Volume (metric tons)                                                            2,315                   2,685
    Average price ($ per kilogram)                                        $         31.80         $         29.70

Melted product shipments:
     Volume (metric tons)                                                             985                     645
    Average price ($ per kilogram)                                        $         13.05         $         15.45

</TABLE>

                                     - 11 -

<PAGE>


Note 3 - Inventories

<TABLE>

                                                                                March 31,             December 31,
                                                                                   2003                   2002
                                                                           ---------------------    ------------------
                                                                                         (In thousands)

<S>                                                                        <C>                      <C>
Raw materials                                                              $          46,594        $        52,825
Work-in-process                                                                       79,028                 82,190
Finished products                                                                     58,765                 63,458
Supplies                                                                              13,825                 13,829
                                                                           ---------------------    ------------------
                                                                                     198,212                212,302
Less adjustment of certain inventories to LIFO basis                                  30,496                 30,370
                                                                           ---------------------    ------------------

                                                                           $         167,716        $       181,932
                                                                           =====================    ==================
</TABLE>

Note 4 - Preferred securities of Special Metals Corporation ("SMC")

     As previously  disclosed in the Company's 2002 Annual  Report,  SMC and its
U.S. subsidiaries filed a voluntary petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code in March 2002. As a result, the Company undertook an
assessment of its investment in SMC with the assistance of an external valuation
specialist and recorded a $27.5 million impairment charge to other non-operating
expense during the first quarter of 2002 for an other than temporary  decline in
the  estimated  fair value of its  investment  in SMC.  This charge  reduced the
Company's  carrying  amount of its investment in the SMC securities to zero. The
Company  currently  believes it is unlikely that it will recover any amount from
this investment.

Note 5 - Property and equipment
<TABLE>

                                                                                March 31,             December 31,
                                                                                   2003                   2002
                                                                           ---------------------    ------------------
                                                                                         (In thousands)

<S>                                                                        <C>                      <C>
Land                                                                       $           6,238        $         6,224
Buildings                                                                             38,810                 38,874
Information technology systems                                                        57,931                 58,217
Manufacturing and other                                                              310,552                312,163
Construction in progress                                                               4,209                  3,493
                                                                           ---------------------    ------------------
                                                                                     417,740                418,971
Less accumulated depreciation                                                        172,054                164,299
                                                                           ---------------------    ------------------

                                                                           $         245,686        $       254,672
                                                                           =====================    ==================
</TABLE>

Note 6 - Goodwill

     On January 1, 2002,  the Company  adopted SFAS No. 142,  Goodwill and Other
Intangible  Assets.  Under SFAS No. 142,  goodwill is no longer  amortized  on a
periodic  basis,  but  instead is subject  to a two-step  impairment  test to be
performed on at least an annual  basis.  As a result of the adoption of SFAS No.
142,  the  Company  recorded  a  non-cash  goodwill  impairment  charge of $44.3
million,  or $14.04 per share,  representing the entire balance of the Company's
recorded goodwill at January 1, 2002. Pursuant to the transition requirements of
SFAS No. 142, this charge was reported in the Company's  Consolidated  Statement
of Operations as a cumulative  effect of a change in accounting  principle as of
January 1, 2002.

                                     - 12 -

<PAGE>


Note 7 - Other noncurrent assets

<TABLE>

                                                                                  March 31,             December 31,
                                                                                    2003                   2002
                                                                           ---------------------    ------------------
                                                                                         (In thousands)

<S>                                                                        <C>                      <C>
Deferred financing costs                                                   $           8,074        $         8,244
Prepaid pension cost                                                                   7,602                  7,295
Notes receivable from officers                                                           163                    163
Other                                                                                    149                    149
                                                                           ---------------------    ------------------

                                                                           $          15,988        $        15,851
                                                                           =====================    ==================

</TABLE>

Note 8 - Accrued liabilities

<TABLE>
                                                                                 March 31,             December 31,
                                                                                    2003                   2002
                                                                           ---------------------    ------------------
                                                                                         (In thousands)

<S>                                                                        <C>                      <C>
OPEB cost                                                                  $           3,785        $         3,818
Pension cost                                                                           8,060                  7,969
Payroll and vacation                                                                   6,964                  6,007
Incentive compensation                                                                   945                  1,326
Other employee benefits                                                               10,427                 11,141
Deferred income                                                                        1,670                  1,679
Environmental costs                                                                      803                    803
Accrued tungsten costs                                                                 2,190                  2,190
Taxes, other than income                                                               4,107                  3,519
Other                                                                                  8,701                  8,059
                                                                           ---------------------    ------------------

                                                                           $          47,652        $        46,511
                                                                           =====================    ==================
</TABLE>

Note 9 - Boeing advance

     Under the terms of the amended  long-term  agreement  ("LTA") between TIMET
and The  Boeing  Company  ("Boeing"),  in years  2002  through  2007,  Boeing is
required  to  advance  TIMET  $28.5  million  annually  less  $3.80 per pound of
titanium product purchased by Boeing  subcontractors  during the preceding year.
Effectively,  the Company  collects  $3.80 less from Boeing than the LTA selling
price for each pound of titanium product sold directly to Boeing and reduces the
related customer advance recorded by the Company.  For titanium products sold to
Boeing  subcontractors,  the Company  collects the full LTA selling  price,  but
gives  Boeing  credit by reducing  the next year's  annual  advance by $3.80 per
pound of titanium  product sold to Boeing  subcontractors.  The Boeing  customer
advance is also  reduced as  take-or-pay  benefits  are earned.  As of March 31,
2003,  approximately $27.3 million of customer advances related to the Company's
LTA with Boeing.

                                     - 13 -

<PAGE>


Note 10 - Notes payable, long-term debt and capital lease obligations

<TABLE>

                                                                                   March 31,            December 31,
                                                                                     2003                  2002
                                                                             -------------------    ------------------
                                                                                          (In thousands)
<S>                                                                          <C>                    <C>
Notes payable:
  U.S. credit agreement                                                      $                -     $        11,944
  European credit agreements                                                              3,293               1,050
                                                                             -------------------    ------------------

                                                                             $            3,293     $        12,994
                                                                             ===================    ==================
Long-term debt:
  Bank credit agreement - U.K.                                               $           11,370     $         6,401
                                                                             ===================    ==================

Capital lease obligations                                                    $            9,503     $        10,217
  Less current maturities                                                                   574                 642
                                                                             -------------------    ------------------

                                                                             $            8,929     $         9,575
                                                                             ===================    ==================

</TABLE>


     As  of  March  31,  2003,  the  Company  had  aggregate   unused  borrowing
availability under its U.S. and European credit facilities of approximately $132
million.

Note 11 - Minority interest

     In October 2002, the Company  exercised its right to defer future  dividend
payments  on its  Convertible  Preferred  Securities  for a  period  of up to 20
consecutive  quarters,  effective  beginning with the Company's December 1, 2002
scheduled  dividend payment.  Dividends continue to accrue at the coupon rate on
the principal and unpaid dividends. Based on this deferral, accrued dividends on
these Convertible Preferred Securities are reflected as long-term liabilities in
the  Consolidated  Balance  Sheets.  Dividends are reported in the  Consolidated
Statements of Operations as minority interest.

Note 12 - Other income (expense)

<TABLE>


                                                                                    Three months ended March 31,
                                                                             -----------------------------------------
                                                                                   2003                   2002
                                                                             ------------------     ------------------
<S>                                                                          <C>                    <C>
Other operating income (expense):
  Litigation settlement                                                      $           475        $           -
  Other income (expense), net                                                            153                   51
                                                                             ------------------     ------------------

                                                                             $           628        $          51
                                                                             ==================     ==================

Other non-operating income (expense):
  Interest income                                                            $           112        $          65
   Impairment of investment in SMC preferred securities                                    -              (27,500)
  Foreign exchange loss                                                                 (630)                (117)
  Other income (expense), net                                                             (2)                (577)
                                                                             ------------------     ------------------

                                                                             $          (520)       $     (28,129)
                                                                             ==================     ==================

</TABLE>

     During the first quarter of 2003, the Company received $0.5 million related
to its settlement of certain  litigation  relating to power outages  suffered at
its  Henderson,  Nevada  facility  in 1997 and 1998 as a  result  of  contractor
activity.

                                     - 14 -


<PAGE>


Note 13 - Income taxes

<TABLE>

                                                                                   Three months ended March 31,
                                                                              ----------------------------------------
                                                                                    2003                  2002
                                                                              ------------------    ------------------
                                                                                          (In thousands)

<S>                                                                           <C>                   <C>
Expected income tax benefit, at 35%                                           $        (3,245)      $       (11,754)
Non-U.S. tax rates                                                                        214                   230
U.S. state income taxes, net                                                                8                    25
Extraterritorial income exclusion                                                         (93)                    -
Change in valuation allowance:
  Effect of change in tax law                                                               -                (1,797)
  Adjustment of deferred tax valuation allowance                                        3,576                11,877
Other, net                                                                                 (3)                  (35)
                                                                              ------------------    ------------------

                                                                              $           457       $        (1,454)
                                                                              ==================    ==================
</TABLE>

     During the first  quarter of 2002,  the Job Creation and Worker  Assistance
Act of 2002 (the "JCWA Act") was signed  into law.  The  Company  benefits  from
certain provisions of the JCWA Act, which liberalized certain net operating loss
("NOL")  and  alternative  minimum tax ("AMT")  restrictions.  As a result,  the
Company recognized $1.8 million of refundable U.S. income taxes during the first
quarter of 2002. The Company  received $0.8 million of this refund in the fourth
quarter of 2002 and  anticipates  receiving  the remaining  $1.0 million  during
2003.

     At March 31, 2003,  the Company had, for U.S.  federal income tax purposes,
NOL  carryforwards  of  approximately  $132 million that expire between 2020 and
2023.  At  March  31,  2003,  the  Company  had  AMT  credit   carryforwards  of
approximately  $4 million,  which can be utilized to offset regular income taxes
payable  in  future  years.  The  AMT  credit  carryforward  has  an  indefinite
carryforward  period. At March 31, 2003, the Company had the equivalent of a $20
million NOL carryforward in the United Kingdom and a $2 million NOL carryforward
in Germany,  both of which have indefinite  carryforward  periods. As previously
disclosed in the Company's  2002 Annual  Report,  in 2002 the German  government
proposed  changes to its income tax law that limited the annual  utilization  of
NOL  carryforwards;  however,  the final version of the law passed by the German
parliament in April 2003 did not include this limitation.

Note 14 - Commitments and contingencies

     Environmental matters. As previously disclosed in the Company's 2002 Annual
Report,  in 1999  TIMET and Basic  Management,  Inc.  ("BMI")  agreed  that upon
payment by BMI of the cost to design,  purchase and install the  technology  and
equipment  necessary to allow the Company to stop  discharging  liquid and solid
effluents and co-products  into settling ponds located on certain lands owned by
the  Company  adjacent  to its  Henderson,  Nevada  plant site (the  "TIMET Pond
Property"),  the Company would convey to BMI, at no additional  cost,  the TIMET
Pond  Property.  Under  this  agreement,  BMI will pay 100% of the  first  $15.9
million cost for this project, and TIMET agreed to contribute 50% of the cost in
excess of $15.9  million,  up to a maximum  payment by TIMET of $2 million.  The
Company  presently  expects  that the total cost of this project will not exceed
$15.9 million. The Company and BMI are continuing  investigation with respect to
certain  additional issues associated with properties in the vicinity of the BMI
industrial complex, including any possible groundwater issues.

                                     - 15 -


<PAGE>


     The  Company is also  continuing  assessment  work with  respect to its own
active plant site in Henderson,  Nevada.  During 2000, a  preliminary  study was
completed of certain groundwater  remediation issues at the Company's plant site
and other Company-owned  sites within the BMI Complex.  The Company accrued $3.3
million in 2000 based on the undiscounted cost estimates set forth in the study.
During  2002,  the Company  updated  this study and accrued an  additional  $0.3
million based on revised cost estimates.  These expenses are expected to be paid
over a period of up to thirty years.

     At March 31, 2003,  the Company had accrued an  aggregate of  approximately
$4.3 million for  environmental  matters,  including those discussed  above. The
Company records  liabilities  related to environmental  remediation  obligations
when estimated future costs are probable and reasonably estimable. Such accruals
are adjusted as further information  becomes available or circumstances  change.
Estimated  future costs are not  discounted  to their present  value.  It is not
possible to estimate the range of costs for certain  sites.  The  imposition  of
more  stringent   standards  or  requirements   under   environmental   laws  or
regulations,  the  results of future  testing  and  analysis  undertaken  by the
Company at its  operating  facilities,  or a  determination  that the Company is
potentially  responsible for the release of hazardous substances at other sites,
could  result in costs in excess of amounts  currently  estimated to be required
for such  matters.  No assurance  can be given that actual costs will not exceed
accrued  amounts or that costs will not be incurred  with respect to sites as to
which no problem is currently  known or where no estimate can presently be made.
Further,  there can be no assurance that additional  environmental  matters will
not arise in the future.

     Legal  proceedings.  In September  2000, the Company was named in an action
filed by the U.S. Equal Employment  Opportunity  Commission  ("EEOC") in Federal
District  Court  in  Las  Vegas,  Nevada  (U.S.  Equal  Employment   Opportunity
Commission v. Titanium Metals Corporation,  CV-S-00-1172DWH-RJJ). The complaint,
as amended,  alleged that several female  employees at the Company's  Henderson,
Nevada plant were the subject of sexual  harassment  and  retaliation.  In April
2003,  the EEOC and TIMET agreed in principle on the terms of  settlement of the
litigation, which is expected to be finalized during the second quarter of 2003.

     The Company records liabilities related to legal proceedings when estimated
costs are  probable  and  reasonably  estimable.  Such  accruals are adjusted as
further information becomes available or circumstances change.  Estimated future
costs are not discounted to their present value.  It is not possible to estimate
the range of costs for certain  matters.  No assurance  can be given that actual
costs will not exceed  accrued  amounts or that costs will not be incurred  with
respect  to  matters  as to  which no  problem  is  currently  known or where no
estimate  can  presently  be  made.  Further,  there  can be no  assurance  that
additional legal proceedings will not arise in the future.

                                     - 16 -

<PAGE>


     Other.   TIMET  is  the  primary  obligor  on  two  $1.5  million  workers'
compensation  bonds  issued  on  behalf of a former  subsidiary,  Freedom  Forge
Corporation ("Freedom Forge"), which TIMET sold in 1989. The bonds were provided
as part of the conditions  imposed on Freedom Forge in order to self-insure  its
workers' compensation obligations. Freedom Forge filed for Chapter 11 bankruptcy
protection on July 13, 2001, and discontinued payment on the underlying workers'
compensation  claims in November 2001.  During 2002 TIMET received  notices that
the issuers of the bonds were required to make payments on one of the bonds with
respect to certain of these claims and were requesting reimbursement from TIMET.
Based upon loss  projections,  the Company  accrued  $1.6  million for this bond
(including  $0.1 million in legal fees  reimbursable to the issuer of the bonds)
as other  non-operating  expense  in 2002.  Through  March 31,  2003,  TIMET has
reimbursed  the  issuer  approximately  $0.5  million  under  this bond and $1.1
million remains accrued for future payments. At this time one minor claim (which
is expected to recur  annually) has been submitted  under the second bond and is
currently under review.  No payments have been made as of March 31, 2003 on this
claim,  and no additional  claims are  currently  anticipated.  Accordingly,  no
accrual has been  recorded  for  potential  claims that could be filed under the
second bond.  TIMET may revise its estimated  liability under these bonds in the
future as additional facts become known or claims develop.

     As of March 31, 2003, the Company has $2.2 million  accrued for pending and
potential future customer claims associated with certain standard grade material
produced  by the  Company,  which was  subsequently  found to  contain  tungsten
inclusions as a result of tungsten contaminated silicon sold to the Company by a
third-party supplier. This accrual represents the Company's best estimate of the
most likely  amount of loss to be incurred.  This amount does not  represent the
maximum possible loss (which is not possible for the Company to estimate at this
time) and may be periodically  revised in the future as more facts become known.
As of March 31, 2003, the Company has received claims aggregating  approximately
$5 million and has made settlement  payments  aggregating $0.6 million.  Pending
claims are being investigated and negotiated.  The Company believes that certain
claims  are  without  merit or can be  settled  for less than the  amount of the
original  claim.  There is no  assurance  that all  potential  claims  have been
submitted to the Company.  The Company has filed suit seeking full recovery from
its silicon  supplier for any  liability  the Company  might incur,  although no
assurances can be given that the Company will  ultimately be able to recover all
or any portion of such amounts.  In April 2003, the Company received notice that
this silicon supplier had filed a voluntary petition in bankruptcy under Chapter
11. TIMET is currently  investigating  what effect,  if any, this bankruptcy may
have on the  Company's  potential  recovery.  The Company has not  recorded  any
recoveries related to this matter as of March 31, 2003.

     The Company is involved in various employment, environmental,  contractual,
product  liability and other claims,  disputes and litigation  incidental to its
business including those discussed above.  While management,  including internal
counsel, currently believes that the outcome of these matters,  individually and
in the  aggregate,  will not have a  material  adverse  effect on the  Company's
financial  position,  liquidity or overall trends in results of operations,  all
such matters are subject to inherent  uncertainties.  If an unfavorable  outcome
were to occur in any given period,  it is possible that it could have a material
adverse  impact on the results of  operations  or cash flows in that  particular
period.

     For  additional  information  concerning  certain  legal and  environmental
matters, commitments and contingencies related to the Company, see the Company's
2002 Annual Report on Form 10-K.

                                     - 17 -

<PAGE>


Note 15 - Earnings (loss) per share

     Basic earnings (loss) per share is based on the weighted  average number of
unrestricted  common shares  outstanding  during each period.  Diluted  earnings
(loss) per share reflect the dilutive effect of common stock options, restricted
stock and the assumed  conversion of the Convertible  Preferred  Securities,  if
applicable.  The assumed conversion of the Convertible  Preferred Securities was
omitted from the diluted loss per share  calculation  for the three months ended
March 31, 2003 and 2002 because the effect was antidilutive. Had the Convertible
Preferred  Securities  not been  antidilutive,  diluted  losses  would have been
decreased  by $3.4 million and $3.3 million for the three months ended March 31,
2003 and 2002, respectively.  Diluted average shares outstanding would have been
increased  by  540,000  shares  for each of these  periods.  Stock  options  and
restricted  shares excluded from the calculation  because they were antidilutive
approximated  149,000 for the three  months ended March 31, 2003 and 167,000 for
the three months ended March 31, 2002.

Note 16 - Accounting principles not yet adopted

     In January 2003, the Financial  Accounting  Standards Board ("FASB") issued
FASB Interpretation No. 46, Consolidation of Variable Interest Entities.  Except
for TIMET  Capital Trust I, a  wholly-owned  subsidiary of TIMET that issued the
Company's Convertible Preferred Securities,  the Company does not believe it has
involvement  with any  variable  interest  entity  covered  by the scope of FASB
Interpretation  No.  46  that  would  require  consolidation.  The  Company  has
consolidated TIMET Capital Trust I since its formation, as the Company owns 100%
of the  trust's  outstanding  voting  securities.  The  Company  will adopt this
Interpretation no later than the quarter ending September 30, 2003. The adoption
of this Interpretation is not expected to have a material effect on the Company.

Note 17 - Subsequent event

     On May 5,  2003,  Valhi  commenced  a tender  offer to  purchase  up to 1.0
million of TIMET's Convertible  Preferred Securities for investment purposes, at
a net cash price of $10 per security. The tender offer expires at 12:00 midnight
(EDT) on June 2, 2003 unless extended by Valhi.  The terms and conditions of the
tender  offer  appear in Valhi's  Offer to Purchase  dated May 5, 2003,  and the
related  Letter of  Transmittal.  Copies of these  documents are being mailed to
holders of TIMET's Convertible  Preferred  Securities.  Completion of the tender
offer is conditioned upon certain terms and conditions described in the Offer to
Purchase. Subject to applicable law, Valhi may waive any condition applicable to
the tender offer and may extend or otherwise  amend the tender offer.  There are
currently 4,024,820 of TIMET's Convertible Preferred Securities outstanding. The
securities are  convertible  into TIMET's common stock at a conversion  ratio of
0.1339  shares of common  stock per  Convertible  Preferred  Security and have a
liquidation  preference of $50 (plus accrued but unpaid dividends) per security.
Harold C. Simmons may be deemed to  beneficially  own  approximately  42% of the
outstanding  Convertible Preferred Securities (owned directly by Contran and Mr.
Simmons'  wife),  and J. Landis Martin,  TIMET's  Chairman,  President and Chief
Executive  Officer,  currently  owns  13,000  (less than 1%) of the  outstanding
Convertible  Preferred  Securities.  Based on a review by  TIMET's  non-employee
directors not related to Valhi,  TIMET has  determined  that none of TIMET,  its
board of directors  nor any of its officers  will express an opinion or make any
recommendation  to any  holder  of the  securities,  and  TIMET  and all of such
persons will remain neutral toward the tender offer.

                                     - 18 -

<PAGE>



Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

     The following table summarizes certain information  regarding the Company's
results of  operations  for the three months ended March 31, 2003 and 2002.  The
2003  percentage  change  information  represents  first  quarter  2002 to first
quarter 2003 changes,  and the 2002  percentage  change  information  represents
first  quarter 2001 to first  quarter 2002  changes.  See  "Outlook" for further
discussion of the Company's business expectations for the remainder of 2003.

<TABLE>

                                                                                Three months ended March 31,
                                                                           ---------------------------------------
                                                                                 2003                  2002
                                                                           ------------------    -----------------
                                                                                      ($ in thousands)

<S>                                                                        <C>                   <C>
Net sales                                                                  $      99,294         $     104,440
Gross margin                                                                       1,018                 5,108
Operating loss                                                                    (8,064)               (4,715)

Gross margin percent of net sales                                                    1%                    5%

Percent change in:
   Sales volume:
     Mill product sales volume                                                      -14                   -16
     Melted product sales volume                                                    +53                   -37

   Selling prices - excludes changes in product mix:
     Mill product selling prices in U.S. dollars                                     -1                    +6
     Mill product selling prices in billing currencies (1)                           -6                    +7
     Melted product selling prices in U.S. dollars                                  -12                    +8

   Selling prices - includes changes in product mix:
     Mill product average selling prices                                             +7                    +1
     Melted product average selling prices                                          -16                    +8

------------------------------------------------------------------------------------------------------------------
(1) Excludes the effect of changes in foreign currencies.

</TABLE>


     First  quarter of 2003  compared to first  quarter of 2002.  The  Company's
sales of mill products decreased 8% from $79.7 million in the first quarter 2002
to $73.6 million in the first quarter of 2003. This decrease was principally due
to a 14%  decrease in mill  product  sales  volume and  changes in customer  and
product mix. Mill product selling prices expressed in U.S. dollars (using actual
foreign  currency  exchange  rates  prevailing  during the  respective  periods)
decreased 1% during the first  quarter of 2003  compared to the first quarter of
2002.  In billing  currencies  (which  exclude the  effects of foreign  currency
translation),  mill product  selling  prices  decreased 6% compared to the first
quarter of 2002.  Melted  product sales  increased 29% from $10.0 million in the
first quarter of 2002 to $12.9  million in the first  quarter of 2003  primarily
due to a 53% increase in melted product sales volume and changes in product mix.
Melted product selling prices decreased 12% during the first quarter of 2003, as
compared to the first quarter 2002.  Substantially  all melted products are sold
in U.S. dollars.

                                     - 19 -


<PAGE>


     Gross  margin  (net  sales less cost of sales) was 1% of sales in the first
quarter of 2003,  compared to 5% in the  year-ago  period.  Gross  margin in the
first quarter of 2003 was most adversely impacted by the decline in mill product
volume and  average  selling  prices  and the  related  impact on  manufacturing
overhead costs. As the Company reduces  production volume in response to reduced
requirements, certain manufacturing overhead costs decrease at a slower rate and
to a lesser extent than production volume changes, generally resulting in higher
costs relative to production levels. Average plant operating rates declined from
approximately  64% of capacity in the first quarter of 2002 to approximately 52%
in the first quarter of 2003.

     Selling, general,  administrative and development expenses during the first
quarter of 2003 decreased by approximately 5% from year-ago levels,  principally
as a result of lower personnel related costs.

     Equity in earnings of joint  ventures  during the first quarter of 2003 was
$0.3 million lower than the year-ago  period,  principally  due to a decrease in
earnings of VALTIMET, the Company's minority-owned welded tube joint venture.

     Net  other  income  (expense)  during  the first  quarter  of 2003 was $0.6
million  higher  than the  year-ago  period  principally  due to a $0.5  million
litigation  settlement  gain  related  to the  Company's  settlement  of certain
litigation relating to power outages suffered at its Henderson,  Nevada facility
in 1997 and 1998 as a result of contractor activity.

<TABLE>

         Non-operating income (expense).

                                                                                Three months ended March 31,
                                                                          -----------------------------------------
                                                                                2003                   2002
                                                                          ------------------    -------------------
                                                                                       (In thousands)

<S>                                                                       <C>                   <C>
Interest income                                                           $         112         $            65
SMC impairment charge                                                                 -                 (27,500)
Foreign exchange loss                                                              (630)                   (117)
Interest expense                                                                   (688)                   (738)
Other income (expense), net                                                          (2)                   (577)
                                                                          ------------------    -------------------
                                                                          $      (1,208)        $       (28,867)
                                                                          ==================    ===================
</TABLE>

     In March 2002, SMC and its U.S. subsidiaries filed a voluntary petition for
reorganization  under Chapter 11 of the U.S.  Bankruptcy Code. As a result,  the
Company  undertook an assessment of its investment in SMC with the assistance of
an external  valuation  specialist  and  recorded an  additional  $27.5  million
impairment  charge during the first quarter of 2002 for an other than  temporary
decline  in the  estimated  fair value of its  investment  in SMC.  This  charge
reduced the Company's carrying amount of its investment in the SMC securities to
zero.  The Company  currently  believes it is unlikely  that it will recover any
amount from this investment.

     Income  taxes.  The Company  operates in several tax  jurisdictions  and is
subject to varying income tax rates.  As a result,  the geographic mix of pretax
income can impact the Company's overall effective tax rate. For the three months
ended March 31,  2003 and 2002,  the  Company's  income tax rate varied from the
U.S.  statutory  rate primarily due to an increase in the deferred tax valuation
allowance  related  to the  Company's  tax  attributes  that  did not  meet  the
"more-likely-than-not" recognition criteria during those periods. See Note 13 to
the Consolidated Financial Statements.

                                     - 20 -

<PAGE>


     Minority  interest.  Dividend  expense  related  to  the  Company's  6.625%
Convertible Preferred Securities generally approximates $3.3 million per quarter
and  is  reported  in the  Consolidated  Statement  of  Operations  as  minority
interest.  No income tax benefit is  associated  with this  expense.  In October
2002, the Company exercised its right to defer future dividend payments on these
securities  effective  with the Company's  December 1, 2002  scheduled  dividend
payment.  Dividends  continue to accrue at the coupon rate on the  principal and
unpaid dividends. The Company will consider resuming payment of dividends on the
Convertible  Preferred  Securities  once the outlook for the Company's  business
improves substantially. See Note 11 to the Consolidated Financial Statements.

     Cumulative effect of change in accounting  principles.  On January 1, 2003,
the Company adopted SFAS No. 143,  Accounting for Asset Retirement  Obligations,
and recognized (i) an asset  retirement  cost  capitalized as an increase to the
carrying  value of its  property,  plant and  equipment  of  approximately  $0.2
million, (ii) accumulated depreciation on such capitalized cost of approximately
$0.1  million  and (iii) a  liability  for the asset  retirement  obligation  of
approximately $0.3 million. The asset retirement  obligation  recognized relates
primarily to landfill closure and leasehold restoration costs.

     On January 1, 2002,  the Company  adopted SFAS No. 142,  Goodwill and Other
Intangible Assets,  and recorded a non-cash goodwill  impairment charge of $44.3
million,  or $14.04 per share,  representing the entire balance of the Company's
recorded goodwill at January 1, 2002.

     See further discussion regarding the Company's adoption of these accounting
principles in Notes 1 and 6 to the Consolidated Financial Statements.

     European  operations.  The Company has  substantial  operations  and assets
located in Europe,  principally the United Kingdom,  with smaller  operations in
France and Italy.  Titanium is sold worldwide,  and many factors influencing the
Company's  U.S. and European  operations are similar.  Approximately  44% of the
Company's sales  originated in Europe for the three months ended March 31, 2003,
of which  approximately  60% were  denominated in currencies other than the U.S.
dollar,  principally  the British pound and the euro.  Certain  purchases of raw
materials,  principally  titanium sponge and alloys,  for the Company's European
operations are  denominated in U.S.  dollars,  while labor and other  production
costs are primarily  denominated in local currencies.  The functional currencies
of the Company's European  subsidiaries are those of their respective countries;
thus, the U.S. dollar value of these  subsidiaries'  sales and costs denominated
in currencies  other than their functional  currency,  including sales and costs
denominated in U.S. dollars,  are subject to exchange rate fluctuations that may
impact reported  earnings and may affect the  comparability of  period-to-period
operating  results.  Borrowings of the Company's  European  operations may be in
U.S.  dollars or in functional  currencies.  The Company's export sales from the
U.S.  are  denominated  in U.S.  dollars and as such are not subject to currency
exchange rate fluctuations.

     The  Company  does  not  use  currency  contracts  to  hedge  its  currency
exposures.  Net  currency  transaction  losses  included in  earnings  were $0.6
million in the first  quarter of 2003 and $0.1  million in the first  quarter of
2002. At March 31, 2003,  consolidated  assets and  liabilities  denominated  in
currencies other than functional currencies were approximately $31.1 million and
$40.8 million, respectively,  consisting primarily of U.S. dollar cash, accounts
receivable, accounts payable and borrowings.

                                     - 21 -

<PAGE>


     Supplemental  information.  On February 4, 2003, the Company's stockholders
approved a proposal to amend TIMET's  Certificate of  Incorporation  to effect a
reverse  stock split of the  Company's  common  stock at a ratio of one share of
post-split  common stock for each eight,  nine or ten shares of pre-split common
stock issued and  outstanding,  with the final  exchange ratio to be selected by
the  Board  of  Directors.   Subsequently,  the  Company's  Board  of  Directors
unanimously  approved  the  reverse  stock  split on the  basis of one  share of
post-split  common stock for each  outstanding  ten shares of  pre-split  common
stock.  The reverse stock split became  effective  after the close of trading on
February 14, 2003. All share and per share disclosures for all periods presented
in MD&A have been adjusted to give effect to the reverse stock split.

     Outlook.   The  Outlook  section  contains  a  number  of   forward-looking
statements,  all of which are based on current  expectations,  and  exclude  the
effect of potential future charges related to restructurings, asset impairments,
valuation allowances, changes in accounting principles and similar items, unless
otherwise  noted.  Undue  reliance  should  not  be  placed  on  forward-looking
statements,  as  more  fully  discussed  in  the  "Forward-Looking  Information"
statement of this Quarterly Report.  Actual results may differ  materially.  See
also  Notes to the  Consolidated  Financial  Statements  regarding  commitments,
contingencies, legal matters, environmental matters and other matters, including
new accounting  principles not yet adopted,  which could  materially  affect the
Company's  future  business,  results  of  operations,  financial  position  and
liquidity.

     Commercial  airlines will continue to face unprecedented  challenges during
2003.  Global  conflicts,  the threat of terrorist  attacks,  a sluggish  global
economy and the outbreak of the Severe Acute Respiratory Syndrome ("SARS") virus
have all contributed to lower airline  traffic levels.  Traffic results from the
major U.S.  airlines,  despite  showing  improvement  in the months  immediately
following  the  terrorist  attacks in the U.S.,  have not returned to pre-attack
levels. As a result,  according to The Airline Monitor,  the major U.S. airlines
recorded  operating  losses of  approximately  $9 billion  in 2002 after  losing
nearly $11  billion in 2001.  Four  airlines  based in North  America  have been
forced to seek legal protection from their  creditors.  The most recent forecast
of  large  commercial  aircraft  deliveries  published  by The  Airline  Monitor
projects 2003  deliveries  for Boeing and Airbus to be 580 airplanes and to fall
slightly  in 2004 to 570  airplanes.  However,  these  projections  do not fully
incorporate  the potential  adverse  impacts of the worldwide  events  discussed
above.  Finally,  the current  weakened  state of the economy  could prolong any
meaningful  recovery in airline passenger traffic and demand for titanium in the
commercial aerospace market.

     The Company  currently  expects  that sales  revenue for the full year 2003
will be approximately  $365 million to $375 million,  principally as a result of
expected  increased volumes for both mill and melt products.  Mill product sales
volume in 2003 is expected to approximate 9,200 metric tons, which reflects a 4%
increase  over 2002 levels.  Melted  product sales volume in 2003 is expected to
approximate  3,500 metric tons,  which reflects a 46% increase over 2002 levels.
These  sales  volume  gains are  being  driven  principally  by a return to more
normalized inventory levels within the aerospace market supply chain,  increased
military aerospace business and gains in commercial aerospace market share.

     The Company's  cost of sales is affected by a number of factors  including,
among others,  customer and product mix, material yields, plant operating rates,
raw material  costs,  labor and energy costs.  Raw material costs  represent the
largest  portion of our  manufacturing  cost  structure.  The Company expects to
manufacture a significant  portion of its titanium  sponge  requirements in 2003
and purchase the balance.

                                     - 22 -

<PAGE>


     The  Company  expects  the  aggregate  cost of  purchased  sponge to remain
relatively stable in 2003. The Company is experiencing higher prices for certain
types of scrap  but has  mitigated  those  increased  costs by  utilizing  other
cheaper raw material inputs.  Overall capacity  utilization should average about
50% in 2003; however,  the Company's practical capacity utilization measures can
vary significantly based on product mix. The Company has implemented a number of
actions to reduce its manufacturing costs, including supplier price concessions,
stringent spending controls and programs to improve  manufacturing yields. These
cost reduction efforts have improved gross margins,  and it is now expected that
gross margins will be near break even for the year.

     Selling,  general,  administrative and development expenses for 2003 should
be approximately  $39 million.  Interest  expense in 2003 should  approximate $2
million.  Minority interest on the Company's Convertible Preferred Securities in
2003 should approximate $14 million, including additional interest costs related
to the deferral of the related dividend payments.

     The Company  anticipates that Boeing will purchase about 0.8 million pounds
of product in 2003.  At this  projected  order  level,  the  Company  expects to
recognize  about $25  million  of  income  under the  Boeing  LTA's  take-or-pay
provisions in 2003,  substantially  all of which is expected to be recognized in
the third and fourth  quarters of 2003.  Any such  earnings  will be reported as
operating  income,  but will not be included in sales  revenue,  sales volume or
gross margin.

     The Company operates in several tax jurisdictions and is subject to varying
income tax rates.  As a result,  the  geographic  mix of pretax income (or loss)
significantly  impacts  the  overall  effective  income  tax rate.  The  Company
anticipates  its effective  consolidated  income tax rate will be  significantly
below the U.S.  statutory rate,  because it does not expect to record any income
tax benefit on U.S. losses generated in 2003. Additionally, the Company does not
expect to record any income tax benefit on U.K. losses generated in 2003. Income
tax expense  recorded in the first  quarter of 2003 is  primarily  the result of
operations in other European jurisdictions.

     The Company expects an operating loss in 2003 of $10 million to $20 million
and a net loss of $30  million  to $40  million,  excluding  the  effects of any
potential   restructuring  or  other  special  charges.  The  Company  currently
anticipates  its results in the last half of 2003 will be  improved  compared to
the first half because of the estimated  income  expected to be earned under the
take-or-pay  provisions  of the Boeing LTA and, to a lesser  extent,  because of
cost reduction efforts.

     The  Company  expects to  generate  $25 million to $35 million in cash flow
from operations during 2003. This is principally driven by reductions in working
capital,  especially  inventory,  and  the  deferral  of  the  dividends  on the
Convertible Preferred  Securities.  Capital expenditures in 2003 are expected to
approximate $12 million,  principally covering capital  maintenance,  safety and
environmental  programs.  Depreciation and amortization  should  approximate $35
million.

                                     - 23 -

<PAGE>


     In April  2003,  the  Company was  selected  by the United  States  Defense
Advanced  Research  Projects  Agency  ("DARPA")  to  lead  a  program  aimed  at
commercializing   the  "FFC  Cambridge  Process."  The  FFC  Cambridge  Process,
developed by Professor  Derek Fray,  Dr. Tom Farthing and Dr. George Chen at the
University of Cambridge,  represents a potential breakthrough  technology in the
process of extracting  titanium from  titanium-bearing  ores.  This program will
receive up to  approximately  $12.3 million in government  funding over the next
five years.

     As part of the  program,  TIMET will be leading a team of  scientists  from
major defense contractors,  including General Electric Aircraft Engines,  United
Defense  Limited  Partners  and Pratt & Whitney,  as well as the  University  of
California  at Berkeley and the  University  of  Cambridge.  The funding will be
allocated among all of the program partners  (including  TIMET) to cover program
costs. Additionally, TIMET will contribute unreimbursed personnel time to assist
in the  research.  In  connection  with the  program,  TIMET  has  negotiated  a
development and production license for the FFC Cambridge Process technology from
British  Titanium plc. TIMET will conduct the development  work at its technical
laboratory in Henderson,  Nevada. While much work must be done and success is by
no means a certainty,  TIMET considers this a significant opportunity to achieve
a meaningful  reduction in the cost of producing  titanium metal. If successful,
the  Company  believes  this  would not only  make  titanium  a more  attractive
material  choice  within  the  aerospace   industry,   but  also  could  provide
opportunities to use titanium in non-aerospace applications where its cost might
have previously been an obstacle.

     The outlook for 2003 remains difficult given the softness in the commercial
aerospace  market.  The Company is committed to increasing the scope of its cost
reduction  efforts.  On a longer-term  basis, the Company  continues to evaluate
certain facility and product line consolidation opportunities toward the goal of
meaningfully reducing its fixed cost structure. Despite the current difficulties
facing aerospace  manufacturers and TIMET, the titanium industry has a promising
future once aircraft  deliveries  eventually  return to more healthy  levels and
because of promising  growth  opportunities  in military  aerospace and emerging
markets.  The Company remains committed to positioning  itself to take advantage
of those opportunities.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's consolidated cash flows provided by operating,  investing and
financing  activities  for the three  months  ended  March 31, 2003 and 2002 are
presented below. The following discussion should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto.

<TABLE>

                                                                                  Three months ended March 31,
                                                                            ------------------------------------------
                                                                                   2003                   2002
                                                                            -------------------    -------------------
                                                                                         (In thousands)
<S>                                                                         <C>                    <C>
Cash provided (used) by:
   Operating activities:
     Excluding changes in assets and liabilities                            $       (3,436)        $           346
     Changes in assets and liabilities                                              29,870                 (19,547)
                                                                            -------------------    -------------------
                                                                                    26,434                 (19,201)
   Investing activities                                                             (1,487)                 (1,282)
   Financing activities                                                             (5,116)                  2,010
                                                                            -------------------    -------------------

   Net cash provided (used) by operating,
     investing and financing activities                                     $       19,831         $       (18,473)
                                                                            ===================    ===================
</TABLE>


                                     - 24 -


<PAGE>


     Operating  activities.   Cash  provided  (used)  by  operating  activities,
excluding  changes in assets and  liabilities,  generally  followed the trend in
operating  results.  Changes in assets and  liabilities  reflect  primarily  the
timing of purchases, production and sales and can vary significantly from period
to period.

     Accounts  receivable  increased  during  the  first  three  months  of 2003
primarily  as a  result  of  increased  sales  and an  increase  in  days  sales
outstanding as certain customers  extended their payment terms with the Company.
Accounts  receivable  decreased  during the first quarter of 2002 primarily as a
result of decreased sales.  Inventories  decreased during the first three months
of 2003 as a result of reduced run rates at the Company's sponge plant, improved
turnover within the Company's inventory  consignment  programs and reduced cycle
times.  The  Company  expects  inventory  levels to decline  further  during the
remainder  of 2003.  Inventories  increased  during  the first  quarter  of 2002
principally  due to production  begun by the Company  prior to certain  customer
cancellations and push-outs related to the downturn in the commercial  aerospace
market at that time.

     Changes in accounts payable and accrued  liabilities  reflect,  among other
things,  the timing of payments to suppliers of titanium sponge,  titanium scrap
and other raw  materials  purchases.  Changes in customer  advances  reflect the
application of customer  purchases and the Company's  receipt in January 2003 of
the $27.7  million  advance from Boeing.  Under the terms of the amended  Boeing
LTA, in years 2002 through 2007,  Boeing advances TIMET $28.5 million  annually,
less $3.80 per pound of  titanium  product  purchased  by Boeing  subcontractors
during the preceding  year.  Effectively,  the Company  collects $3.80 less from
Boeing  than the LTA  selling  price for each  pound of  titanium  product  sold
directly to Boeing,  which reduces the related  customer advance recorded by the
Company.  For  titanium  products  sold to Boeing  subcontractors,  the  Company
collects the full LTA selling  price,  but gives  Boeing  credit by reducing the
next year's annual advance by $3.80 per pound of titanium product sold to Boeing
subcontractors.  The Company currently  estimates that the reduction against the
2003 advance from Boeing will be less than $1 million.  The LTA is structured as
a  take-or-pay  agreement  such that,  beginning in calendar  year 2002,  Boeing
forfeits $3.80 per pound in the event that its orders for delivery are less than
7.5  million  pounds in any given  calendar  year.  No  take-or-pay  income  was
recognized by the Company during the first quarter of 2003 or 2002.

     See "Results of Operations - Non-operating income (expense),  net" and Note
4 to the  Consolidated  Financial  Statements  for  discussion  of the Company's
impairment of SMC securities.

     In October 2002, the Company  exercised its right to defer future  dividend
payments  on its  Convertible  Preferred  Securities  for a  period  of up to 20
consecutive  quarters,  effective  beginning with the Company's December 1, 2002
scheduled  dividend payment.  Dividends continue to accrue at the coupon rate on
the principal and unpaid dividends and are reflected as long-term liabilities in
the  Consolidated  Balance Sheet.  The Company may consider  resuming payment of
dividends  on the  Convertible  Preferred  Securities  once the  outlook for the
Company's business improves substantially. Since the Company exercised its right
to defer dividend payments, it is unable under the terms of these securities to,
among other  things,  pay dividends on or reacquire its capital stock during the
deferral period.  However, the Company is permitted to reacquire the Convertible
Preferred  Securities  during the  deferral  period  provided  the  Company  has
satisfied  certain   conditions  under  its  U.S.  credit  facility,   including
maintenance of the Company's  excess  availability  above $25 million before and
after such reacquisition.

     Investing activities.  The Company's capital expenditures were $1.5 million
for the three months ended March 31, 2003  compared to $1.3 million for the same
period in 2002, principally for capital maintenance and safety and environmental
projects.

                                     - 25 -

<PAGE>


     Financing  activities.  Cash used during the first  quarter of 2003 was due
primarily to the Company's  $4.6 million of net  repayments  on its  outstanding
borrowings  upon the Company's  receipt of the $27.7 million  Boeing  advance in
January 2003.  Cash provided  during the first quarter of 2002 was due primarily
to $2.2 million of net  borrowings  necessary to fulfill the  Company's  working
capital needs.

     Borrowing arrangements. At March 31, 2003, the Company's net cash (cash and
cash  equivalents  less  indebtedness,   excluding  capital  lease  obligations,
Convertible   Preferred   Securities   and  deferred   dividends   thereon)  was
approximately $11.9 million, consisting of $26.6 million of cash and equivalents
and $14.7 million of debt  (principally  borrowings under the Company's U.S. and
U.K. credit agreements). This compares to a net debt position of $8.6 million as
of March 31, 2002. During January 2003, the Company received approximately $27.7
million from Boeing  under the terms of the  parties'  amended LTA, a portion of
which was used to reduce outstanding  borrowings under the Company's U.S. credit
agreement.

     Under  the  terms  of  the  Company's  U.S.  asset-based  revolving  credit
agreement,  which matures in February 2006, borrowings are limited to the lesser
of $105 million or a formula-determined borrowing base derived from the value of
accounts receivable,  inventory and equipment ("borrowing  availability").  This
facility  requires the Company's  U.S.  daily cash receipts to be used to reduce
outstanding  borrowings,  which may then be reborrowed,  subject to the terms of
the agreement.  Interest generally accrues at rates that vary from LIBOR plus 2%
to LIBOR plus 2.5%.  Borrowings are  collateralized  by substantially all of the
Company's U.S. assets.  The credit agreement  prohibits the payment of dividends
on  TIMET's  Convertible  Preferred  Securities  if  "excess  availability,"  as
defined, is less than $25 million, limits additional indebtedness, prohibits the
payment of dividends on the  Company's  common stock if excess  availability  is
less than $40 million,  requires compliance with certain financial covenants and
contains other  covenants  customary in lending  transactions  of this type. The
Company was in  compliance  in all material  respects with all covenants for the
quarter ended March 31, 2003 and for all periods  during the year ended December
31, 2002. Excess  availability is essentially unused borrowing  availability and
is defined as borrowing  availability  less  outstanding  borrowings and certain
contractual  commitments such as letters of credit. As of March 31, 2003, excess
availability was approximately $95 million.

     The Company's  subsidiary,  TIMET UK, has a credit  agreement that provides
for   borrowings   limited   to  the   lesser  of   (pound)22.5   million  or  a
formula-determined borrowing base derived from the value of accounts receivable,
inventory  and  equipment  ("borrowing  availability").   The  credit  agreement
includes a revolving and term loan facility and an overdraft facility (the "U.K.
facilities") and matures in December 2005.  Borrowings under the U.K. facilities
can be in various currencies including U.S. dollars, British pounds sterling and
euros;  accrue  interest  at rates  that vary from  LIBOR  plus 1% to LIBOR plus
1.25%; and are  collateralized  by substantially  all of TIMET UK's assets.  The
U.K.  facilities require the maintenance of certain financial ratios and amounts
and other covenants customary in lending transactions of this type. TIMET UK was
in compliance in all material  respects with all covenants for the quarter ended
March 31, 2003 and for all periods  during the year ended December 31, 2002. The
U.K. overdraft facility is subject to annual review in December of each year. In
the event the overdraft  facility is not renewed,  the Company believes it could
refinance any  outstanding  overdraft  borrowings  under either the revolving or
term loan features of the U.K. facilities.  Unused borrowing  availability as of
March 31, 2003 under the U.K. facilities was approximately $24 million.

     The Company also has  overdraft  and other credit  facilities at certain of
its other European  subsidiaries.  These  facilities  accrue interest at various
rates and are payable on demand.  Unused borrowing  availability as of March 31,
2003 under these facilities was approximately $13 million.

                                     - 26 -

<PAGE>


     Although excess  availability  under TIMET's U.S. credit agreement  remains
above $40  million,  no  dividends  were paid by TIMET  during the three  months
period ended March 31, 2003 and 2002. TIMET does not presently anticipate paying
dividends on its common shares during 2003 and, as previously discussed,  is not
permitted  to pay  such  dividends  while  deferring  dividend  payments  on its
Convertible Preferred Securities.

     Legal and environmental  matters. See Note 14 to the Consolidated Financial
Statements for discussion of legal and  environmental  matters,  commitments and
contingencies.

     Other.  The Company  periodically  evaluates  its  liquidity  requirements,
capital needs and availability of resources in view of, among other things,  its
alternative  uses of capital,  debt service  requirements,  the cost of debt and
equity capital and estimated  future  operating cash flows.  As a result of this
process, the Company has in the past, or in light of its current outlook, may in
the future,  seek to raise additional  capital,  modify its common and preferred
dividend  policies,   restructure  ownership  interests,   incur,  refinance  or
restructure  indebtedness,  repurchase  shares  of common  stock or  Convertible
Preferred Securities,  sell assets, or take a combination of such steps or other
steps to increase or manage its liquidity and capital resources.

         In the normal course of business, the Company investigates, evaluates,
discusses and engages in acquisition, joint venture, strategic relationship and
other business combination opportunities in the titanium, specialty metal and
other industries. In the event of any future acquisition or joint venture
opportunities, the Company may consider using then-available liquidity, issuing
equity securities or incurring additional indebtedness.

Non-GAAP financial measures

     In an effort to provide  investors  with  information  in  addition  to the
Company's results as determined by accounting  principles  generally accepted in
the United  States of America  ("GAAP"),  the Company has provided the following
non-GAAP  financial  disclosures that it believes provide useful  information to
investors:

     o    The  Company  discloses  percentage  changes  in its mill  and  melted
          product selling prices in U.S.  dollars,  but which have been adjusted
          to exclude the effects of changes in product mix, thereby facilitating
          period-to-period comparisons.  Depending on the composition of changes
          in product mix, the percentage  change in selling prices excluding the
          effect of  changes  in  product  mix can be higher or lower  than such
          percentage  change  would be using the actual  product mix  prevailing
          during the respective periods.

     o    In  addition  to  disclosing  percentage  changes in its mill  product
          selling  prices  adjusted to exclude the effects of changes in product
          mix, the Company also  discloses  such  percentage  changes in billing
          currencies  which have been further adjusted to exclude the effects of
          changes in foreign currency exchange rates, also thereby  facilitating
          period-to-period   comparisons.   Generally,   when  the  U.S.  dollar
          strengthens (weakens) against other currencies,  the percentage change
          in selling  prices in billing  currencies  will be higher (lower) than
          such   percentage   changes  would  be  using  actual  exchange  rates
          prevailing during the respective periods.

     o    The Company discloses net cash or net debt (as previously  defined) to
          aid in analyzing the Company's liquidity position.

                                     - 27 -

<PAGE>


Item 4.       CONTROLS AND PROCEDURES

     The Company maintains a system of disclosure  controls and procedures.  The
term "disclosure controls and procedures," as defined by regulations of the SEC,
means controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that the Company files or submits to the
SEC under the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
is  recorded,  processed,  summarized  and  reported,  within  the time  periods
specified  in the SEC's  rules and forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed by the Company in the reports that it files
or submits to the SEC under the Exchange Act is accumulated and  communicated to
the Company's  management,  including its  principal  executive  officer and its
principal  financial  officer,  as appropriate,  to allow timely decisions to be
made regarding required  disclosure.  Both J. Landis Martin, the Company's Chief
Executive Officer,  and Ivan J.  Muzljakovich,  the Company's Vice President and
Controller,  North  American  Operations,  and Acting  Principal  Financial  and
Accounting  Officer,  have  evaluated  the  Company's  disclosure  controls  and
procedures  as of a date  within 90 days of the filing of this Form 10-Q.  Based
upon  their  evaluation,  these  executive  officers  have  concluded  that  the
Company's  disclosure  controls and  procedures  are effective as of the date of
such evaluation.

     The  Company  also  maintains  a  system  of  internal  controls.  The term
"internal  controls," as defined by the American  Institute of Certified  Public
Accountants'  Codification of Statement on Auditing  Standards,  AU Section 319,
means controls and other  procedures  designed to provide  reasonable  assurance
regarding the  achievement  of objectives  in the  reliability  of the Company's
financial   reporting,   the  effectiveness  and  efficiency  of  the  Company's
operations and the Company's  compliance with  applicable laws and  regulations.
There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect such controls  subsequent to the
date of their last evaluation,  including any corrective  actions with regard to
significant deficiencies and material weaknesses.

                                     - 28 -

<PAGE>


PART II - OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

     Reference is made to Note 14 of the Consolidated Financial Statements which
information is incorporated herein by reference and to the Company's 2002 Annual
Report for descriptions of certain previously reported legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders

     Reference is made to Item 4 of the Company's 2002 Annual Report for details
regarding the results of the vote at the Special Meeting of Stockholders held on
February 4, 2003.

Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

               99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          (b)  Reports on Form 8-K filed by the Registrant for the quarter ended
               March 31, 2003 and through May 9, 2003:

          Date of Report                           Items Reported
   -----------------------------------    ---------------------------------

          February 4, 2003                            5 and 7
          February 5, 2003                            5 and 7
          February 14, 2003                           5 and 7
          March 4, 2003                               5 and 7
          April 2, 2003                               5 and 7
          April 14, 2003                              5 and 7
          April 23, 2003                            12 (under 9)
          May 7, 2003                                 5 and 7


                                     - 29 -

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                        TITANIUM METALS CORPORATION
                             ---------------------------------------------------
                                               (Registrant)



Date: May 9, 2003     By     /s/ J. Landis Martin
                             --------------------
                             J. Landis Martin
                             Chairman of the Board, President and
                               Chief Executive Officer


Date: May 9, 2003      By    /s/ Ivan J. Muzljakovich
                             ------------------------
                             Ivan J. Muzljakovich
                             Vice President and Controller, North American
                               Operations
                             Acting Principal Financial and Accounting Officer


                                     - 30 -

<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, J.  Landis  Martin,  Chairman  of the Board,  President  and Chief  Executive
Officer of Titanium Metals Corporation, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of Titanium Metals
          Corporation;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b.   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c.   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

                                     - 31 -

<PAGE>


     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



Date:  May 9, 2003


/s/ J. Landis Martin
--------------------
J. Landis Martin
Chairman of the Board, President
  and Chief Executive Officer

                                     - 32 -

<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Ivan  J.  Muzljakovich,   Vice  President  and  Controller,  North  American
Operations,  and Acting Principal  Financial and Accounting  Officer of Titanium
Metals Corporation, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of Titanium Metals
          Corporation;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b.   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c.   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

                                     - 33 -

<PAGE>

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



Date:  May 9, 2003


/s/ Ivan J. Muzljakovich
------------------------
Ivan J. Muzljakovich
Vice President and Controller, North American Operations
Acting Principal Financial and Accounting Officer


                                     - 34 -