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 September 30, 2001
                                         ------------------

                                  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
                               -------    -------


Number of shares of common stock outstanding on October 29, 2001: 31,892,338
                                                                  ----------

<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 under the
captions  "Financial  Condition and Results of  Operations"  and  "Liquidity and
Capital  Resources"  (both contained in Management's  Discussion and Analysis of
Financial Condition, Results of Operations and Liquidity and Capital Resources),
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  which  include,  but are not  limited  to,  the  cyclicality  of the
commercial aerospace industry, the performance of aerospace  manufacturers under
their  long-term  purchase  agreements  with  the  Company,  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 vendors on the ability of the
Company to reduce or increase supply or achieve lower costs,  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
increases  in the  cost  of  doing  business  resulting  from  war or  terrorist
activities, 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>
<TABLE>
<CAPTION>



                           TITANIUM METALS CORPORATION

                                      INDEX


                                                                                                         Page
                                                                                                        Number
<S>          <C>                                                                                          <C>


PART I.      FINANCIAL INFORMATION

  Item 1.    Financial Statements

             Consolidated Balance Sheets - September 30, 2001 (unaudited)
                and December 31, 2000                                                                     2-3

             Consolidated Statements of Operations - Three months and nine
                months ended September 30, 2001 and 2000 (unaudited)                                       4

             Consolidated Statements of Comprehensive Income
                (Loss) - Three months and nine months ended
                September 30, 2001
                and 2000 (unaudited)                                                                       5

             Consolidated Statements of Cash Flows - Nine months
                ended September 30, 2001 and 2000 (unaudited)                                             6-7

             Consolidated Statement of Changes in Stockholders' Equity -
                Nine months ended September 30, 2001 (unaudited)                                           8

             Notes to Consolidated Financial Statements (unaudited)                                       9-18

  Item 2.        Management's Discussion and Analysis of Financial Condition,
                 Results of Operations and Liquidity and Capital Resources                               19-26

  Item 3.    Quantitative and Qualitative Disclosures about Market Risk                                    27


PART II.     OTHER INFORMATION

     Item 1.    Legal Proceedings                                                                          28

     Item 6.    Exhibits and Reports on Form 8-K                                                           28
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
                           TITANIUM METALS CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

                                                                            September 30,
                                                                                 2001                December 31,
ASSETS                                                                       (unaudited)                 2000
                                                                         ---------------------    --------------------
<S>                                                                      <C>                      <C>
Current assets:
   Cash and cash equivalents                                             $        15,364          $         9,796
   Accounts and other receivables, less allowance
     for doubtful accounts of $2,961 and $2,927                                   89,732                   75,913
   Receivable from related parties                                                 5,249                    5,029
   Refundable income taxes                                                           346                      637
   Inventories                                                                   165,954                  148,384
   Prepaid expenses and other                                                     14,159                    8,049
   Deferred income taxes                                                           1,296                      397
                                                                         ---------------------    --------------------
     Total current assets                                                        292,100                  248,205
                                                                         ---------------------    --------------------


Other assets:
   Investments in joint ventures                                                  20,008                   18,136
   Preferred securities                                                           80,000                   80,000
   Accrued dividends on preferred securities                                       8,849                    8,136
   Goodwill                                                                       45,745                   49,305
   Other intangible assets                                                        10,907                   13,258
   Deferred income taxes                                                          12,163                   27,820
   Other                                                                          12,770                   12,156
                                                                         ---------------------    --------------------
     Total other assets                                                          190,442                  208,811
                                                                         ---------------------    --------------------


Property and equipment:
   Land                                                                            6,150                    6,158
   Buildings                                                                      36,675                   37,593
   Information technology systems                                                 55,130                   54,426
   Manufacturing and other                                                       293,741                  305,856
   Construction in progress                                                        9,029                    8,811
                                                                         ---------------------    --------------------
                                                                                 400,725                  412,844
   Less accumulated depreciation                                                 126,740                  110,714
                                                                         ---------------------    --------------------
     Net property and equipment                                                  273,985                  302,130
                                                                         ---------------------    --------------------

                                                                         $       756,527          $       759,146
                                                                         =====================    ====================
</TABLE>


                                     - 2 -

<PAGE>
<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)


                                                                           September 30,
LIABILITIES, MINORITY INTEREST AND                                              2001                 December 31,
STOCKHOLDERS' EQUITY                                                        (unaudited)                 2000
                                                                        --------------------    ---------------------
<S>                                                                     <C>                     <C>
Current liabilities:
   Notes payable                                                        $         1,879         $        24,112
   Current maturities of long-term debt and
     capital lease obligations                                                      277                   2,011
   Accounts payable                                                              54,154                  50,456
   Accrued liabilities                                                           46,657                  36,180
   Payable to related parties                                                     1,452                   1,099
   Income taxes                                                                   1,539                     852
   Deferred income taxes                                                            211                   1,132
                                                                        --------------------    ---------------------
     Total current liabilities                                                  106,169                 115,842
                                                                        --------------------    ---------------------

Noncurrent liabilities:
   Long-term debt                                                                 8,022                  18,953
   Capital lease obligations                                                      8,646                   8,642
   Payable to related parties                                                       953                   1,332
   Accrued OPEB cost                                                             17,215                  18,219
   Accrued pension cost                                                           3,816                   5,361
   Accrued environmental cost                                                     3,262                   3,262
   Deferred income taxes                                                         10,141                   9,655
   Accrued dividends on Convertible Preferred Securities                              -                  11,154
   Other                                                                            116                     117
                                                                        --------------------    ---------------------
     Total noncurrent liabilities                                                52,171                  76,695
                                                                        --------------------    ---------------------

Minority interest - Company-obligated mandatorily redeemable
   preferred securities of subsidiary trust holding solely
   subordinated debt securities
   ("Convertible Preferred Securities")                                         201,241                 201,250
Other minority interest                                                           8,751                   7,844

Stockholders' equity:
   Preferred stock                                                                    -                       -
   Common stock                                                                     319                     319
   Additional paid-in capital                                                   350,631                 350,078
   Retained earnings                                                             56,201                  25,925
   Accumulated other comprehensive loss                                         (17,125)                (16,408)
   Treasury stock, at cost (90 shares)                                           (1,208)                 (1,208)
   Deferred compensation                                                           (623)                 (1,191)
                                                                        --------------------    ---------------------
     Total stockholders' equity                                                 388,195                 357,515
                                                                        --------------------    ---------------------

                                                                        $       756,527         $       759,146
                                                                        ====================    =====================
<FN>
Commitments and contingencies (Note 12)
</FN>
</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                 Nine months ended
                                                             September 30,                      September 30,
                                                    -------------------------------    -------------------------------
                                                        2001              2000             2001              2000
                                                    --------------    -------------    --------------    -------------
<S>                                                 <C>               <C>              <C>               <C>
Revenues and other income:
   Net sales                                        $    126,437      $    106,730     $    370,479      $    320,279
   Equity in earnings (losses)
     of joint ventures                                       749              (232)           1,863              (957)
   Other, net                                              1,262             1,432           78,877             5,191
                                                    --------------    -------------    --------------    -------------
                                                         128,448           107,930          451,219           324,513
                                                    --------------    -------------    --------------    -------------
Costs and expenses:
   Cost of sales                                         105,601           103,072          345,861           318,626
   Selling, general, administrative
     and development                                      11,562            11,202           43,473            33,833
   Restructuring charge (credit)                               -                 -             (220)            2,805
   Interest                                                  722             1,898            3,316             6,022
                                                    --------------    -------------    --------------    -------------
                                                         117,885           116,172          392,430           361,286
                                                    --------------    -------------    --------------    -------------
     Income (loss) before income taxes,
       minority interest and
       extraordinary item                                 10,563            (8,242)          58,789           (36,773)

Income tax expense (benefit)                               3,731            (2,834)          20,693           (12,871)
Minority interest - Convertible
   Preferred Securities, net of tax                        2,166             2,166            6,845             6,524
Other minority interest, net of tax                          326               335              975             1,249
                                                    --------------    -------------    --------------    -------------

     Income (loss) before
         extraordinary item                                4,340            (7,909)          30,276           (31,675)

Extraordinary item, net of tax                                 -                 -                -              (873)
                                                    --------------    -------------    --------------    -------------

     Net income (loss)                              $      4,340      $     (7,909)    $     30,276      $    (32,548)
                                                    ==============    =============    ==============    =============

Earnings (loss) per share:
   Basic:
     Before extraordinary item                      $        .14      $       (.25)    $        .96      $      (1.01)
     Extraordinary item                                        -                 -                -              (.03)
                                                    --------------    -------------    --------------    -------------
                                                    $        .14      $       (.25)    $        .96      $      (1.04)
                                                    ==============    =============    ==============    =============
   Diluted:
     Before extraordinary item                      $        .14      $       (.25)    $        .95      $      (1.01)
     Extraordinary item                                        -                 -                -              (.03)
                                                    --------------    -------------    --------------    -------------
                                                    $        .14      $       (.25)    $        .95      $      (1.04)
                                                    ==============    =============    ==============    =============

Weighted average shares outstanding:
   Common shares                                          31,539            31,374           31,486            31,373
         Diluted shares                                   31,764            31,374           31,760            31,373
</TABLE>


         See accompanying notes to consolidated financial statements.
                                     - 4 -
<PAGE>
<TABLE>
<CAPTION>
                           TITANIUM METALS CORPORATION

       CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

                                 (In thousands)

                                                          Three months ended                 Nine months ended
                                                            September 30,                      September 30,
                                                    -------------------------------    -------------------------------
                                                        2001              2000             2001              2000
                                                    --------------    -------------    --------------    -------------
<S>                                                 <C>               <C>              <C>               <C>
Net income (loss)                                   $     4,340       $    (7,909)     $    30,276       $   (32,548)

Other comprehensive income (loss) -
   currency translation adjustment                        6,996            (4,447)            (717)          (12,224)
                                                    --------------    -------------    --------------    -------------

     Comprehensive income (loss)                    $    11,336       $   (12,356)     $    29,559       $   (44,772)
                                                    ==============    =============    ==============    =============
</TABLE>


         See accompanying notes to consolidated financial statements.
                                     - 5 -
<PAGE>
<TABLE>
<CAPTION>
                           TITANIUM METALS CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

                                 (In thousands)
                                                                                            Nine months ended
                                                                                               September 30,
                                                                                 -------------------------------------
                                                                                       2001                2000
                                                                                 -----------------    ----------------
<S>                                                                              <C>                  <C>
Cash flows from operating activities:
   Net income (loss)                                                             $      30,276        $     (32,548)
   Depreciation and amortization                                                        30,145               31,765
   Noncash restructuring (credit) charge                                                  (220)               2,405
   Noncash special charges                                                              14,412                6,729
   Gain on sale of castings joint venture                                                    -               (1,205)
   Extraordinary loss on early extinguishment of debt, net                                   -                  873
   Equity in (earnings) losses of joint ventures,
     net of distributions                                                               (1,463)               1,357
   Deferred income taxes                                                                17,283              (15,461)
   Other minority interest                                                                 975                1,249
   Other, net                                                                              897                  293
   Change in assets and liabilities:
     Receivables                                                                       (13,265)              21,323
     Accrued dividends receivable on preferred securities                                 (714)              (1,553)
     Inventories                                                                       (18,230)              37,840
     Prepaid expenses and other                                                         (5,383)                (382)
     Accounts payable and accrued liabilities                                            9,506              (17,802)
     Accrued restructuring charges                                                        (470)              (2,580)
     Income taxes                                                                          811                9,005
     Accounts with related parties, net                                                   (273)                  33
     Accrued OPEB and pension costs                                                     (2,548)              (3,466)
     Accrued dividends on Convertible Preferred Securities                             (10,043)               6,691
     Other, net                                                                         (4,103)              (3,288)
                                                                                 -----------------    ----------------
       Net cash provided by operating activities                                        47,593               41,278
                                                                                 -----------------    ----------------

Cash flows from investing activities:
   Capital expenditures                                                                 (7,922)              (6,652)
   Proceeds from sale of castings joint venture                                              -                7,000
   Other, net                                                                               30                  (36)
                                                                                 -----------------    ----------------
       Net cash (used) provided by investing activities                                 (7,892)                 312
                                                                                 -----------------    ----------------

Cash flows from financing activities:
   Indebtedness:
     Borrowings                                                                        389,029              273,830
     Repayments                                                                       (423,210)            (330,677)
   Issuance of common stock                                                                513                    -
   Other, net                                                                             (125)                (171)
                                                                                 -----------------    ----------------
       Net cash used by financing activities                                           (33,793)             (57,018)
                                                                                 -----------------    ----------------
       Net cash provided (used) by operating,
         investing and financing activities                                      $       5,908        $     (15,428)
                                                                                 =================    ================
</TABLE>

         See accompanying notes to consolidated financial statements.
                                     - 6 -
<PAGE>
<TABLE>
<CAPTION>
                           TITANIUM METALS CORPORATION

          CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (CONTINUED)

                                 (In thousands)

                                                                                            Nine months ended
                                                                                              September 30,
                                                                                 -------------------------------------
                                                                                       2001                2000
                                                                                 -----------------    ----------------
<S>                                                                              <C>                  <C>
Cash and cash equivalents:
   Net increase (decrease) from:
     Operating, investing and financing activities                               $       5,908        $     (15,428)
     Currency translation                                                                 (340)                 270
                                                                                 -----------------    ----------------
                                                                                         5,568              (15,158)
   Balance at beginning of period                                                        9,796               20,671
                                                                                 -----------------    ----------------

   Balance at end of period                                                      $      15,364        $       5,513
                                                                                 =================    ================

Supplemental disclosures:
   Cash paid for:
     Interest, net of amounts capitalized                                        $       2,613        $       5,319
     Convertible Preferred Securities dividends                                  $      20,560        $       3,333
     Income taxes, net                                                           $       2,598        $        -


   Noncash investing and financing activities:
     Capital lease obligations of $481 were incurred during the
     nine months ended September 30, 2001 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)

                      Nine months ended September 30, 2001

                                 (In thousands)


                                                                                                       Accumulated Other
                                                                                                      Comprehensive Loss
                                                                    Additional                   -------------------------------
                                       Common       Common           Paid-In       Retained        Currency          Pension
                                       Shares        Stock           Capital       Earnings      Translation       Liabilities
                                     -----------   -----------    -------------    ----------    -------------    --------------
<S>                                  <C>           <C>            <C>              <C>           <C>              <C>
Balance at December 31, 2000            31,817     $     319      $   350,078      $  25,925     $   (10,920)     $    (5,488)

Components of comprehensive
   income (loss):
     Net income                              -             -                -         30,276               -                -
     Change in cumulative
          currency translation
          adjustment                         -             -                -              -            (717)               -

Issuance of common stock                    80             1              577              -               -                -

Stock award cancellations                  (37)           (1)            (201)             -               -                -

Amortization of deferred
   compensation                              -             -                -              -               -                -

Other, net                                   -             -              177              -               -                -
                                     -----------   -----------    -------------    ----------    -------------    --------------

Balance at September 30, 2001           31,860     $     319      $   350,631      $  56,201     $   (11,637)     $    (5,488)
                                     ===========   ===========    =============    ==========    =============    ==============
</TABLE>
<TABLE>
<CAPTION>
                                                                              Total
                                       Treasury          Deferred          Stockholders'
                                        Stock          Compensation           Equity
                                     -------------    ----------------    ----------------
<S>                                  <C>              <C>                 <C>
Balance at December 31, 2000         $   (1,208)      $      (1,191)      $       357,515

Components of comprehensive
   income (loss):
     Net income                               -                   -                30,276
     Change in cumulative
          currency translation
          adjustment                          -                   -                  (717)

Issuance of common stock                      -                   -                   578

Stock award cancellations                     -                 202                     -

Amortization of deferred
   compensation                               -                 366                   366

Other, net                                    -                   -                   177
                                     -------------    ----------------    ----------------

Balance at September 30, 2001        $   (1,208)      $        (623)      $       388,195
                                     =============    ================    ================
</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 September 30, 2001,  Tremont
Corporation  ("Tremont") held  approximately 39% of TIMET's  outstanding  common
stock.  At September 30, 2001,  subsidiaries  of Valhi,  Inc.  ("Valhi") held an
aggregate  of  approximately  80% of Tremont's  outstanding  common  stock,  and
Contran  Corporation   ("Contran")  held,  directly  or  through   subsidiaries,
approximately  94% 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.  Mr.  Simmons may be deemed to control each of Contran,  Valhi,
Tremont and TIMET.

     The consolidated balance sheet of TIMET and subsidiaries (collectively, the
"Company") at December 31, 2000 has been  condensed  from the Company's  audited
consolidated  financial  statements at that date. The consolidated balance sheet
at  September  30,  2001  and  the   consolidated   statements  of   operations,
comprehensive income (loss),  changes in stockholders' equity and cash flows for
the interim  periods ended September 30, 2001 and 2000 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, 2000 (the "2000 Annual Report").

     The Company adopted Statement of Financial  Accounting  Standards  ("SFAS")
No. 133,  Accounting  for  Derivative  Instruments  and Hedging  Activities,  as
amended,  effective  January  1,  2001.  SFAS  No.  133  establishes  accounting
standards for derivative  instruments,  including certain derivative instruments
embedded in other contracts, and for hedging activities. Under SFAS No. 133, all
derivatives  are recognized as either assets or liabilities and measured at fair
value. The accounting for changes in fair value of derivatives is dependent upon
the intended use of the derivative.  As permitted by the transition requirements
of SFAS No. 133, as amended, the Company has exempted from the scope of SFAS No.
133 all host  contracts  containing  embedded  derivatives  that were  issued or
acquired prior to January 1, 1999. The Company is not a party to any significant
derivative  or hedging  instrument  covered by SFAS No. 133, and the adoption of
SFAS No. 133 had no  material  effect on the  Company's  consolidated  financial
position, liquidity or results of operations.

     On July 1, 2001, the Company adopted SFAS No. 141,  Business  Combinations.
Under SFAS 141,  all business  combinations  are  accounted  for by the purchase
method, and the pooling-of-interests method is prohibited.

                                     - 9 -
<PAGE>

     On  September  11,  2001,  the United  States  was the target of  terrorist
attacks that have had a  significant  adverse  effect on the global  economy and
commercial  aerospace industry.  The Company estimates that approximately 80% of
its  sales in 2001  are  derived  from  the  commercial  aerospace  sector  and,
accordingly,  the Company expects to see a substantial near- term decline in its
business.

     The Company has undertaken an assessment of the longer-term impact of these
events and any potential charges that may be appropriate for asset  impairments,
increases  in valuation  allowances  and other  similar  items.  Such  potential
charges,  if any,  are not yet  reasonably  estimable  due to the period of time
necessary for external  information to become available and then be analyzed and
assessed.  The Company expects these items to become estimable over the next few
months  and,  accordingly,  the  Company's  results for the three  months  ended
December 31, 2001 and future  periods could include  material  charges for these
matters.  These  charges could relate to goodwill,  the Company's  investment in
preferred securities of Special Metals Corporation ("SMC"),  deferred tax assets
and other long-lived assets.


                                     - 10 -
<PAGE>
<TABLE>
<CAPTION>

Note 2 - Business segment information:

     The  Company's  worldwide  operations  are  conducted  through one business
segment - the production and sale of titanium melted and mill products.


                                                           Three months ended                 Nine months ended
                                                             September 30,                      September 30,
                                                     -------------------------------    -------------------------------
                                                         2001             2000              2001             2000
                                                     -------------    --------------    --------------   --------------
                                                             (In thousands)                     (In thousands)
<S>                                                  <C>              <C>               <C>             <C>
Net sales                                            $    126,437     $    106,730      $    370,479     $    320,279
Cost of sales                                             105,601          103,072           345,861          318,626
                                                     -------------    --------------    --------------   --------------

Gross margin                                               20,836            3,658            24,618            1,653

Selling, general, administrative
   and development                                         11,562           11,202            43,473           33,833
Equity in (earnings) losses of
   joint ventures                                            (749)             232            (1,863)             957
Restructuring (income) charge                                   -                -              (220)           2,805
Other expense (income)                                         59             (107)          (73,529)            (429)
                                                     -------------    --------------     --------------   --------------

Operating income (loss)                                     9,964           (7,669)           56,757          (35,513)

General corporate income:
   Dividends and interest income                            1,687            1,542             5,140            4,592
   Gain on sale of castings joint venture                       -                -                 -            1,205
   Currency transactions and other, net                      (366)            (217)              208           (1,035)
Interest expense                                              722            1,898             3,316            6,022
                                                     -------------    --------------    --------------   --------------
Income (loss) before income taxes,
   minority interest, and
   extraordinary item                                $     10,563     $     (8,242)     $     58,789     $    (36,773)
                                                     =============    ==============    ==============   ==============

Titanium melted and mill products:
   Mill product net sales                            $     91,053     $     80,088      $    274,577     $    246,156
   Melted product net sales                                19,906           13,158            49,005           33,863
   Other                                                   15,478           13,484            46,897           40,260
                                                     -------------    --------------    --------------   --------------

                                                     $    126,437     $    106,730      $    370,479     $    320,279
                                                     =============    ==============    ==============   ==============

Mill product shipments:
   Volume (metric tons)                                     3,015            2,840             9,245            8,430
   Average price ($ per kilogram)                    $      30.20     $      28.20      $      29.70     $      29.20

Melted product shipments:
   Volume (metric tons)                                     1,345              950             3,415            2,445
   Average price ($ per kilogram)                    $      14.80     $      13.85      $      14.35     $      13.85
</TABLE>


                                     - 11 -
<PAGE>
<TABLE>
<CAPTION>
Note 3 - Inventories:
                                                                            September 30,            December 31,
                                                                                 2001                    2000
                                                                         ---------------------    --------------------
                                                                                        (In thousands)
<S>                                                                      <C>                      <C>
Raw materials                                                            $        32,156          $        31,127
Work-in-process                                                                   94,178                   74,631
Finished products                                                                 49,944                   53,685
Supplies                                                                          13,425                   14,991
                                                                         ---------------------    --------------------
                                                                                 189,703                  174,434
Less adjustment of certain inventories to LIFO basis                              23,749                   26,050
                                                                         ---------------------    --------------------

                                                                         $       165,954          $       148,384
                                                                         =====================    ====================
</TABLE>

Note 4 - Joint ventures:

     VALTIMET is a manufacturer of stainless  steel,  copper,  nickel and welded
titanium  tubing with  operations  in the United  States,  France and China.  At
December 31, 2000,  VALTIMET was owned 46% by TIMET and 54% by Valinox Welded, a
French  manufacturer  of welded  tubing.  During  the  second  quarter  of 2001,
VALTIMET sold 50,220  newly-issued  shares of VALTIMET  common stock to Sumitomo
Metal  Industries,  Ltd.  ("Sumitomo")  for $58.73 per share (as translated from
euros).  The Company reported a $.3 million gain on this  transaction  which was
recorded as a component of equity.  As a result,  VALTIMET is presently owned 5%
by Sumitomo, 43.7% by TIMET and 51.3% by Valinox Welded.

Note 5 - Preferred securities:

     In October 1998,  the Company  purchased for cash $80 million of non-voting
preferred  securities  of  SMC,  a U.S.  manufacturer  of  wrought  nickel-based
superalloys  and special alloy long products.  The preferred  securities  accrue
dividends at the annual rate of 6.625%, are mandatorily redeemable in April 2006
and are  convertible  into SMC common  stock at $16.50 per share.  SMC's  common
stock is traded on the NASDAQ  under the symbol  "SMCX" and had a quoted  market
price on  September  30,  2001 of $2.65 per share.  From  October  1998  through
December 1999,  dividends on the preferred  securities had been deferred by SMC.
In April 2000,  SMC resumed  current  dividend  payments  of $1.3  million  each
quarter;  however,  dividends  and  interest in arrears due the Company were not
paid.  At  September  30,  2001,   aggregate   accrued  dividends  and  interest
approximate $8.8 million.

     The SMC preferred  securities are not marketable and,  accordingly,  quoted
market prices are unavailable. The Company understands that approximately 30% of
SMC's sales are to the  commercial  aerospace  industry  and,  therefore,  SMC's
business may be adversely  impacted by the  terrorist  attacks of September  11,
2001. See Note 1 for further information. Additionally, on October 11, 2001, the
Company  was  notified by SMC of their  intention  to again defer the payment of
dividends  effective  with the dividend due on October 28, 2001.  As a result of
these and other  factors,  the  Company  has  undertaken  an  assessment  of its
investment in SMC to determine if a writedown of this investment is appropriate.
The Company anticipates that such assessment will be completed over the next few
months  and,  accordingly,  the  Company's  results for the three  months  ended
December 31, 2001 could include a material charge for this matter.

                                     - 12 -
<PAGE>
<TABLE>
<CAPTION>
Note 6 - Intangible and other noncurrent assets:

                                                                            September 30,            December 31,
                                                                                 2001                    2000
                                                                         ---------------------    --------------------
                                                                                        (In thousands)
<S>                                                                      <C>                      <C>
Intangible assets:
   Patents                                                               $        13,476          $        13,521
   Covenants not to compete                                                        8,480                    8,500
                                                                         ---------------------    --------------------
                                                                                  21,956                   22,021
   Less accumulated amortization                                                  14,738                   12,452
                                                                         ---------------------    --------------------
                                                                                   7,218                    9,569
   Intangible pension assets                                                       3,689                    3,689
                                                                         ---------------------    --------------------

                                                                         $        10,907          $        13,258
                                                                         =====================    ====================

Other noncurrent assets:
   Deferred financing costs                                              $         8,479          $         9,194
   Notes receivable from officers                                                    163                      544
   Prepaid pension cost                                                            3,386                    1,359
   Other                                                                             742                    1,059
                                                                         ---------------------    --------------------

                                                                         $        12,770          $        12,156
                                                                         =====================    ====================
</TABLE>
<TABLE>
<CAPTION>

Note 7 - Accrued liabilities:

                                                                             September 30,            December 31,
                                                                                 2001                    2000
                                                                         ---------------------    --------------------
                                                                                        (In thousands)
<S>                                                                      <C>                      <C>
OPEB cost                                                                $         3,345          $         3,129
Pension cost                                                                         353                    1,251
Accrued profit sharing                                                             7,615                        -
Other employee benefits                                                           17,632                   15,120
Accrued dividends on Convertible Preferred Securities                              1,111                        -
Deferred income                                                                      901                    2,558
Accrued tungsten costs                                                             2,984                        -
Environmental costs                                                                  654                      818
Restructuring costs                                                                  320                    1,012
Taxes, other than income                                                           3,836                    3,593
Other                                                                              7,906                    8,699
                                                                         ---------------------    --------------------

                                                                         $        46,657          $        36,180
                                                                         =====================    ====================
</TABLE>


                                     - 13 -
<PAGE>
<TABLE>
<CAPTION>
Note 8 - Notes payable, long-term debt and capital lease obligations:

                                                                            September 30,            December 31,
                                                                                 2001                    2000
                                                                         ---------------------    --------------------
                                                                                        (In thousands)
<S>                                                                      <C>                      <C>
Notes payable:
   U.S. credit agreement                                                 $             6          $        19,893
   European credit agreements                                                      1,873                    4,219
                                                                         ---------------------    --------------------

                                                                         $         1,879          $        24,112
                                                                         =====================    ====================

Long-term debt:
   Bank credit agreement - U.K.                                          $         7,933          $        20,263
   Other                                                                             178                      514
                                                                         ---------------------    --------------------
                                                                                   8,111                   20,777
   Less current maturities                                                            89                    1,824
                                                                         ---------------------    --------------------

                                                                         $         8,022          $        18,953
                                                                         =====================    ====================


Capital lease obligations                                                $         8,834          $         8,829
   Less current maturities                                                           188                      187
                                                                         ---------------------    --------------------

                                                                         $         8,646          $         8,642
                                                                         =====================    ====================
</TABLE>

     Upon entering into its current U.S. and U.K. credit  facilities in February
2000, the Company's previous U.S. credit facility was repaid and terminated. The
deferred financing costs associated with the previous U.S. facility were written
off and reflected as an extraordinary  item in 2000 of $.9 million,  net of tax.
In the third  quarter of 2001,  the Company  amended its U.S.  revolving  credit
agreement to permit,  under  specified  conditions,  payment of dividends on the
Company's common stock and the making of up to $20 million of intercompany loans
to certain subsidiaries.

     The weighted average interest rate on borrowings outstanding under the U.S.
and  U.K.   credit   agreements  at  September  30,  2001  was  7.0%  and  4.4%,
respectively.  As of September  30,  2001,  the Company had  approximately  $152
million of unused  borrowing  availability  under its U.S. and  European  credit
agreements.

Note 9 - Restructuring and other special charges:

     Accrued restructuring costs of $.3 million at September 30, 2001 consist of
unpaid personnel severance and benefits and other exit costs (primarily carrying
costs on closed leased facilities) relating to the Company's restructuring plans
implemented  during 1999 and 2000.  During the nine months ended  September  30,
2001,  payments of $.5 million were applied against the accruals  related to the
2000 plan,  while payments related to the 1999 plan were  insignificant.  During
the first  quarter of 2001,  the  Company  also  recorded  income of $.2 million
related to  revisions  to  estimates  of  previously  established  restructuring
accruals.

     During the second  quarter of 2001,  the Company  recorded $10.8 million in
special charges to cost of sales for the impairment of certain equipment located
in Millbury,  Massachusetts. The Company completed studies of the potential uses
of this equipment in the foreseeable future as well as the economic viability of
those  alternatives,   resulting  in  the  determination  that  the  equipment's
undiscounted  future cash flows could no longer support its carrying value.  The
loss on impairment  represents the difference between the equipment's

                                     - 14 -
<PAGE>

estimated fair value,  as determined  through a third-party  appraisal,  and its
previous carrying amount.

     The Company also recorded special charges to cost of sales aggregating $3.8
million for the nine months ended  September 30, 2001 ($1.0 million in the first
quarter of 2001 and $2.8  million in the second  quarter of 2001) for  potential
losses related to products that may contain tungsten inclusions. See Note 12 for
additional information.

     During the first quarter of 2000, the Company  recorded  special charges to
cost  of  sales  aggregating  $6.7  million,   consisting  of  $3.4  million  in
equipment-related  impairment charges and $3.3 million of environmental charges.
Certain accrued  environmental costs are reflected as noncurrent  liabilities in
the  consolidated  balance  sheet at September 30, 2001 and December 31, 2000 as
they are expected to be paid over a period of up to thirty years.

Note 10 - Income taxes:

     The  difference   between  the  Company's  income  tax  expense   (benefit)
attributable  to pre-tax  income  (loss) and the amounts  that would be expected
using the U.S. federal statutory income tax rate of 35% is summarized below.
<TABLE>
<CAPTION>
                                                                               Nine months ended September 30,
                                                                         ---------------------------------------------
                                                                                2001                     2000
                                                                         --------------------     --------------------
                                                                                        (In thousands)
<S>                                                                      <C>                      <C>
Expected income tax expense (benefit), at 35%                            $        20,577          $       (12,871)
Non-U.S. tax rates                                                                   407                      873
U.S. state income taxes, net                                                       1,092                      127
Extraterritorial income exclusion                                                   (346)                   -
Dividends received deduction                                                        (974)                    (963)
Adjustment of deferred tax valuation allowance                                      (103)                      59
Other, net                                                                            40                      (96)
                                                                         --------------------     --------------------

                                                                         $        20,693          $       (12,871)
                                                                         ====================     ====================
</TABLE>
<TABLE>
<CAPTION>

Note 11 - Other, net:

                                                          Three months ended                 Nine months ended
                                                            September 30,                      September 30,
                                                    -------------------------------    -------------------------------
                                                        2001              2000             2001              2000
                                                    --------------    -------------    --------------    -------------
                                                            (In thousands)                     (In thousands)
<S>                                                 <C>               <C>              <C>               <C>
Dividends and interest income                       $      1,687      $     1,542      $      5,140      $     4,592
Boeing settlement, net                                         -                -            73,000                -
Gain on sale of castings joint venture                         -                -                 -            1,205
Other (expense) income                                      (425)            (110)              737             (606)
                                                    --------------    -------------    --------------    -------------

                                                    $      1,262      $     1,432      $     78,877      $     5,191
                                                    ==============    =============    ==============    =============
</TABLE>

                                     - 15 -

<PAGE>

Note 12 - Commitments and contingencies:

     For  additional   information  concerning  certain  legal  proceedings  and
contingencies  related to the  Company,  see (i) Part I, Item 2 -  "Management's
Discussion  and  Analysis of  Financial  Condition,  Results of  Operations  and
Liquidity and Capital  Resources,"  (ii) Part II, Item 1 - "Legal  Proceedings,"
(iii) the 2000  Annual  Report  on Form 10K and (iv) Note 1 to the  Consolidated
Financial Statements.

     In April 2001,  the Company  reached a settlement  of  previously  reported
litigation  between  TIMET and The Boeing  Company  ("Boeing")  relating  to the
parties' 1997 long-term titanium purchase and supply agreement.  Pursuant to the
settlement,  TIMET  received a cash payment of $82.0 million and recorded  $73.0
million (cash  settlement  less legal fees of $9.0  million) as other  operating
income and  approximately  $10.3  million for profit  sharing and other costs as
selling,  general,  administrative  and  development  expense  during the second
quarter of 2001.  The parties also entered into an amended  long-term  agreement
that, among other things,  allows Boeing to purchase up to 7.5 million pounds of
titanium  product  annually from TIMET through 2007,  subject to certain maximum
quarterly volume levels.  Under a separate  agreement,  TIMET will establish and
hold titanium  buffer stock for Boeing at TIMET's  facilities.  See Part I, Item
2.A.  -  "Financial   Condition  and  Results  of  Operations"   for  additional
information regarding the settlement with Boeing.

     In March  2001,  the Company was  notified by one of its  customers  that a
product the customer  manufactured  from standard grade titanium produced by the
Company  contained  what has been  confirmed  to be a  tungsten  inclusion.  The
Company  believes  that the source of this  tungsten was  contaminated  silicon,
which is used as an  alloying  addition to the  titanium  at the melting  stage,
purchased from an outside  vendor in 1998. The Company  continues to investigate
the scope of this problem,  including  identification  of customers who received
material  manufactured  using this silicon and the applications  into which such
material has been placed by such customers.

     At this time,  the Company is aware of six standard  grade ingots that have
been demonstrated to contain tungsten inclusions; however, further investigation
may  identify  other  material  that has been  similarly  affected.  Until  this
investigation is completed,  TIMET is unable to determine the ultimate liability
the  Company  may incur  with  respect to this  matter.  The  Company  currently
believes that it is unlikely that its insurance  policies will provide  coverage
for any costs that may be associated with this matter. The Company is continuing
to work with its affected customers to determine the appropriate  remedial steps
required to satisfy  their claims.  Based upon an assessment of possible  losses
completed by the Company,  TIMET  recorded an aggregate  charge to cost of sales
for this matter of $3.8 million through  September 30, 2001 ($1.0 million in the
first  quarter of 2001 and $2.8  million in the  second  quarter of 2001).  This
amount  represents the Company's best estimate of the most likely amount of loss
to be incurred.  It 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 September 30, 2001, $3.0
million remains accrued for potential future claims.  The Company has filed suit
seeking full  recovery  from the 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.  The Company
has not recorded any recoveries related to this matter as of September 30, 2001.
See also Part I, Item 2.A. - "Financial Condition and Results of Operations" for
additional information.

                                     - 16 -
<PAGE>

     The  Company is  involved  in  various  other  environmental,  contractual,
product  liability and other claims,  disputes and litigation  incidental to its
business.

     The Company currently  believes the disposition of all claims and disputes,
individually or in the aggregate,  should not have a material  adverse effect on
the Company's financial condition, results of operations or liquidity.

Note 13 - Earnings per share:

     A  reconciliation  of the numerator and denominator used in the calculation
of basic  and  diluted  earnings  per  share  is  presented  below.  Convertible
Preferred  Securities  omitted from the diluted  earnings per share  calculation
because they were antidilutive approximated 5.4 million shares for the three and
nine  month  periods  ended  September  30,  2001 and 2000.  Stock  options  and
restricted  shares omitted from the calculation  because they were  antidilutive
approximated  2.2 million  and 2.0 million for the three and nine month  periods
ended September 30, 2000, respectively.

<TABLE>
<CAPTION>
                                                         Three months ended                 Nine months ended
                                                            September 30,                      September 30,
                                                    -------------------------------    -------------------------------
                                                        2001              2000             2001              2000
                                                    --------------    -------------    --------------    -------------
                                                            (In thousands)                     (In thousands)
<S>                                                 <C>               <C>              <C>               <C>
Numerator:
   Diluted net income (loss)                        $      4,340      $     (7,909)    $     30,276      $    (32,548)
                                                    ==============    =============    ==============    =============

Denominator:
   Average common shares outstanding                      31,539            31,374           31,486            31,373
   Average dilutive stock options and
     restricted shares                                       225                 -              274                 -
                                                    --------------    -------------    --------------    -------------

   Diluted shares                                         31,764            31,374           31,760            31,373
                                                    ==============    =============    ==============    =============
</TABLE>

Note 14 - Accounting principles not yet adopted:

     The Company will adopt SFAS No. 142, Goodwill and Other Intangible  Assets,
effective  January 1, 2002. Under SFAS 142,  goodwill will not be amortized on a
periodic  basis,  but  instead  will  be  subject  to an  impairment  test to be
performed at least on an annual basis. The Company anticipates  adoption of this
standard  will reduce its  amortization  expense  commencing on January 1, 2002;
however, impairment reviews may also result in future periodic write-downs.  The
Company will complete its initial  goodwill  impairment  analysis  under the new
standard  during  2002.  If any  goodwill  impairment  under the new standard is
determined to exist,  such impairment would be recognized as a cumulative effect
of a change in accounting policy no later than December 31, 2002, as provided by
the transition requirements of SFAS No. 142. For the nine months ended September
30,  2001,  the Company  recorded  amortization  expense of  approximately  $3.5
million relating to its goodwill.

     The  Company  will  adopt SFAS No.  143,  Accounting  for Asset  Retirement
Obligations,  no later than 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  would be  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  would be accreted to its present
value, and the capitalized cost would be depreciated over the useful life of the
related asset.  Upon settlement of the liability,  an entity would either settle
the obligation for its recorded amount or incur a gain or loss upon  settlement.
The Company is still  studying this  newly-issued  standard to determine,

                                     - 17 -
<PAGE>

among other things,  whether it has any asset retirement  obligations  which are
covered under the scope of SFAS No. 143, and the effect,  if any, to the Company
of adopting this standard has not yet been determined.

     The  Company  will adopt SFAS No. 144,  Accounting  for the  Impairment  or
Disposal  of  Long-Lived  Assets,  no later than  January 1, 2002.  SFAS No. 144
retains the fundamental  provisions of existing  generally  accepted  accounting
principles with respect to the  recognition and measurement of long-lived  asset
impairment  contained  in  SFAS  No.  121,  Accounting  for  the  Impairment  of
Long-Lived Assets and for Long-Lived Assets to be Disposed of. However, SFAS No.
144 provides new guidance intended to address certain significant implementation
issues associated with SFAS No. 121, including expanded guidance with respect to
appropriate  cash  flows  to be used to  determine  whether  recognition  of any
long-lived  asset  impairment  is  required,  and if required how to measure the
amount of the  impairment.  SFAS No. 144 also requires that any net assets to be
disposed of by sale be  reported  at the lower of  carrying  value or fair value
less cost to sell,  and expands the  reporting  of  discontinued  operations  to
include any  component of an entity with  operations  and cash flows that can be
clearly distinguished from the rest of the entity. The Company is still studying
this newly-issued  standard,  and the effect, if any, to the Company of adopting
SFAS No. 144 has not yet been determined.

                                     - 18 -
<PAGE>

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION,
           RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES

A.       Financial Condition and Results of Operations

         Sales and operations.

<TABLE>
<CAPTION>
                                                         Three months ended                  Nine months ended
                                                            September 30,                      September 30,
                                                   --------------------------------    --------------------------------
                                                        2001              2000              2001              2000
                                                   --------------    --------------    --------------    --------------
                                                          ($ in thousands)                    ($ in thousands)
<S>                                                <C>               <C>               <C>               <C>
Net sales                                          $      126,437    $      106,730    $      370,479    $      320,279
Gross margin                                               20,836             3,658            24,618             1,653
Gross margin, excluding special items                      20,836             3,658            39,217             8,382
Operating income (loss)                                     9,964            (7,669)           56,757           (35,513)
Operating income (loss), excluding
   restructuring and special items                          9,964            (7,669)            8,695           (25,979)

Percent change in:
     Mill product sales volume                               +6.3                                +9.7
     Mill product selling prices (1)                         +3.2                                -1.3
     Melted product sales volume                            +42.0                               +39.7
     Melted product selling prices (1)                      +13.1                                +5.5
<FN>
(1)      Change expressed in U.S. dollars and mix adjusted.
</FN>
</TABLE>

     Third quarter of 2001  compared to third  quarter of 2000.  Sales of $126.4
million in the third  quarter of 2001 were 18% higher than the  year-ago  period
due principally to the net effects of a 6% increase in mill product volume, a 3%
increase in mill product selling prices  (expressed in U.S. dollars using actual
foreign currency  exchange rates prevailing  during the respective  periods) and
changes in customer and product mix. In billing  currencies  (which  exclude the
effects of foreign currency translation),  mill product selling prices increased
5%.  Melted  product  (ingot and slab) sales volume  increased  42% while melted
product selling prices increased 13% from year-ago levels.

     Gross  margin  (net  sales  less cost of sales)  was 16.5% of sales for the
third  quarter  of  2001  compared  to 3.4% in the  year-ago  period,  primarily
reflecting the effect of increased selling prices, higher plant operating rates,
lower energy costs, and changes in customer and product mix. See "Outlook" for a
discussion of sales and gross margin expectations.

     Selling, general,  administrative and development expenses during the third
quarter of 2001 increased by approximately  3% from year-ago levels  principally
due to an increase in personnel and related costs.

     Equity in earnings of joint  ventures  during the third quarter of 2001 was
approximately  $1 million higher than the year-ago period  principally due to an
increase in earnings of VALTIMET, the Company's minority-owned welded tube joint
venture.

     Nine  months  of 2001  compared  to nine  months  of 2000.  Sales of $370.5
million for the nine months  ended  September  30, 2001 were 16% higher than the
year-ago  period due  principally  to the net effects of a 10%  increase in mill
product volume, a 1% decrease in mill product selling prices  (expressed in U.S.
dollars using actual  foreign  currency  exchange  rates

                                     - 19 -
<PAGE>

prevailing  during the  respective  periods) and changes in customer and product
mix.  In billing  currencies  (which  exclude  the  effects of foreign  currency
translation),  mill product  prices  increased 1%.  Melted  product sales volume
increased 40% from year-ago levels while selling prices increased 6%.

     Gross margin was 6.6% of sales for the nine months ended September 30, 2001
compared to .5% in the year-ago period,  principally  reflecting the net effects
of higher selling prices,  lower energy costs, higher operating rates at certain
plants,  changes in customer  and product mix and special  items.  As  discussed
below,  gross margin for the nine months ended  September 30, 2001 was adversely
impacted by $10.8  million of equipment  impairment  charges and $3.8 million of
estimated costs related to the tungsten  inclusion matter.  Gross margin for the
nine months ended  September 30, 2000 was adversely  impacted by $3.4 million of
equipment   impairment  charges  and  a  $3.3  million  charge  for  anticipated
environmental  remediation costs. Gross margin excluding special items was 10.6%
of sales for the nine months ended  September  30, 2001  compared to 2.6% in the
year-ago  period.  See  "Outlook"  for a  discussion  of sales and gross  margin
expectations.

     The  Company  was  notified  by one of its  customers  in March 2001 that a
product the customer  manufactured  from standard grade titanium produced by the
Company  contained  what has been  confirmed  to be a  tungsten  inclusion.  The
Company  believes  that the source of this  tungsten was  contaminated  silicon,
which  is used  as an  alloying  addition  to  titanium  at the  melting  stage,
purchased from an outside  vendor in 1998. The Company  continues to investigate
the scope of this problem,  including  identification  of customers who received
material  manufactured  using this silicon and the applications  into which such
material has been placed by such customers.

     At this time,  the Company is aware of six standard  grade ingots that have
been demonstrated to contain tungsten inclusions; however, further investigation
may identify additional  material that has been similarly  affected.  Until this
investigation is completed,  TIMET is unable to determine the ultimate liability
the Company may incur with respect to this matter.  The Company is continuing to
work with its affected  customers to determine the  appropriate  remedial  steps
required to satisfy  their claims.  Based upon an assessment of possible  losses
completed by the Company, TIMET recorded an aggregate charge to cost of sales of
$3.8 million  through  September  30, 2001 ($1.0 million in the first quarter of
2001 and $2.8 million in the second quarter of 2001). This amount represents the
Company's  best  estimate of the most likely  amount of loss to be incurred.  It
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 September  30,  2001,  $3.0 million  remains
accrued for  potential  future  claims.  The Company has filed suit seeking full
recovery  from the 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.  The Company has not  recorded  any
recoveries related to this matter as of September 30, 2001.

     During  the  second  quarter  of  2001,  the  Company  determined  that  an
impairment of the carrying  amount of certain  long-lived  assets located at its
Millbury, Massachusetts facility had occurred. This determination was made after
the  Company  completed  studies of the  potential  uses of these  assets in the
foreseeable  future as well as the  economic  viability  of those  alternatives.
Accordingly,  the Company recorded a $10.8 million pre-tax  impairment charge to
cost of sales in the second quarter of 2001, representing the difference between
the assets' previous carrying amounts and their estimated fair values.

     In April 2001, the Company  reached a settlement of the litigation  between
TIMET and Boeing  related to the  parties'  1997 long term  purchase  and supply
agreement  ("LTA").  Pursuant to the  settlement,  the  Company  received a cash
payment of $82  million.  In the

                                     - 20 -
<PAGE>

second quarter of 2001,  the Company  reported  approximately  $73 million (cash
settlement less legal fees) as other operating income, with partially offsetting
operating  expenses of approximately  $10.3 million for profit sharing and other
costs  reported  as  a  component  of  selling,   general,   administrative  and
development  expense  (collectively the "Boeing Special Items"),  resulting in a
net pre-tax income effect of $62.7 million in the second quarter of 2001.

     In connection  with the  settlement,  TIMET and Boeing also entered into an
amended  LTA that,  among  other  things,  allows  Boeing to  purchase up to 7.5
million pounds of titanium product annually from TIMET through 2007,  subject to
certain  maximum  quarterly  volume levels.  Under the amended LTA,  Boeing will
advance TIMET $28.5 million  annually for 2002 through 2007.  The annual advance
will occur in December 2001 for 2002, with subsequent  advances  occurring early
each  calendar  year  beginning in 2003.  The LTA is structured as a take-or-pay
agreement  such  that  Boeing  will  forfeit a  proportionate  part of the $28.5
million  annual  advance  in the event that its  orders  for  delivery  for such
calendar year are less than 7.5 million pounds. Under a separate agreement TIMET
will establish and hold buffer stock for Boeing at TIMET's facilities, for which
Boeing will pay TIMET as such stock is produced.

     Selling,  general,  administrative  and  development  expenses for the nine
months ended  September  30, 2001  (excluding  $10.3  million of Boeing  Special
Items)  decreased by  approximately  2% from year-ago  levels,  principally as a
result of reduced travel and other personnel costs.

     Equity in earnings of joint ventures during the nine months ended September
30, 2001 was $2.8 million higher than the year ago period  principally due to an
increase in earnings of VALTIMET.

     General corporate income. General corporate income for all periods includes
interest  income  and  dividend  income on $80  million of  nonvoting  preferred
securities  of Special  Metals  Corporation,  which accrues at an annual rate of
6.625%. See Note 5 to the Consolidated  Financial Statements and "Outlook" for a
discussion of issues related to these securities.

     Interest  expense.  Interest expense during the three and nine months ended
September 30, 2001 was lower than in the comparable  periods in 2000,  primarily
due to the  paydown  of the  Company's  revolving  U.S.  debt  during the second
quarter of 2001.

     Income  taxes.  The  Company's   consolidated  effective  income  tax  rate
approximated  the U.S.  statutory rate in all periods.  The Company  operates in
several  tax  jurisdictions  and is subject to  various  income tax rates.  As a
result,  the  geographical mix of pre-tax income (loss) can impact the Company's
effective tax rate. See Note 10 to the Consolidated Financial Statements.

     Minority  interest.  Dividend  expense  related  to  the  Company's  6.625%
Convertible  Preferred  Securities  approximates $3.3 million per quarter and is
reported as minority interest, net of allocable income taxes.

     Supplemental   information.   Approximately  40%  of  the  Company's  sales
originated  in Europe for the nine months ended  September  30,  2001,  of which
approximately  60% were  denominated in currencies  other than the U.S.  dollar,
principally the British pound and European  currencies tied to 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

                                     - 21 -
<PAGE>

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.   At  September  30,  2001,   consolidated   assets  and  liabilities
denominated in currencies  other than functional  currencies were  approximately
$23.3  million and $35.6  million,  respectively,  consisting  primarily of U.S.
dollar cash, accounts receivable, accounts payable and borrowings.

     Outlook.   The  Outlook  section  contains  a  number  of   forward-looking
statements,  all of which are based on current expectations.  Actual results may
differ  materially.  See  Note  1 to the  Consolidated  Financial  Statements  -
"Organization and basis of presentation," Note 12 to the Consolidated  Financial
Statements - "Commitments  and  contingencies,"  and Note 14 to the Consolidated
Financial  Statements  -  "Accounting  principles  not yet  adopted,"  regarding
commitments,  contingencies,  legal,  environmental,  and other  matters,  which
information  is  incorporated  herein by reference  and may affect the Company's
future results of operations and liquidity.

     The commercial  aerospace  industry has  significant  influence on titanium
companies, particularly mill product producers such as TIMET. Industry shipments
of mill products to the  commercial  aerospace  industry in 2001 are expected to
account for  approximately  40% of the estimated 54,000 metric tons of aggregate
titanium mill product demand,  and this market has been the principal  driver of
increased  industry shipments over the last year. The Company's business is more
dependent  on  commercial  aerospace  demand as  shipments  to this  market  are
presently  estimated  to  represent  approximately  80% of the  Company's  sales
revenues.  The Company's recently improved financial performance has been driven
principally by both increased  sales volume and improved  selling prices on both
mill and melted products destined for commercial aerospace.

     The economic  slowdown in the U.S. and other regions of the world  recently
began to negatively  affect the commercial  aerospace  industry as evidenced by,
among other things, a decline in airline passenger  traffic,  reported operating
losses by a number of airlines and a reduction in forecasted deliveries of large
commercial  aircraft  from both Boeing and Airbus.  On September  11, 2001,  the
United States was the target of terrorist  attacks that exacerbated these trends
and had a significant  adverse  impact on the global  economy and the commercial
aerospace  industry.  Since that time,  airline  passenger  traffic has declined
substantially and airlines are reporting  significant losses. In response to the
current business climate,  airlines have announced a number of actions to reduce
both costs and  capacity,  including  the early  retirement  of  airplanes,  the
deferral of scheduled deliveries of new aircraft, and allowing aircraft purchase
options to expire.  Both Boeing and Airbus have  indicated  that  deliveries  of
large  commercial  aircraft over the next two years are now expected to be lower
than previously anticipated.

     The commercial  aerospace  supply chain is  decentralized  and  fragmented.
Aircraft and jet engine manufacturers,  as well as other companies in the supply
chain,  are  still  assessing  the  impact  these  events  will  have  on  their
businesses.  Although  they will  clearly  have a negative  effect on  suppliers
throughout  this sector,  including  TIMET,  the  magnitude and duration of that
impact is still very uncertain.  While the Company is regularly  speaking to its
customers,  most of their  views are only  speculative  at this  time  given the
limited information currently available.

     The Airline Monitor,  a leading aerospace  publication,  recently published
its revised forecast of large commercial  aircraft  deliveries which attempts to
take into  consideration the events of September 11, 2001. The Airline Monitor's
current forecast of large commercial

                                     - 22 -
<PAGE>

aircraft  deliveries is for 820  deliveries in 2001,  660 deliveries in 2002 and
505  deliveries in 2003.  Compared to The Airline  Monitor's  previous  forecast
(pre-September 11) for the same periods, these delivery rates represent declines
of 8%, 26% and 34%, respectively. As compared to the previous (pre-September 11)
estimated  2001  deliveries  of 890  aircraft,  deliveries  in 2002 and 2003 are
forecasted by The Airline Monitor to decline by 26% and 43%, respectively.

     The Company  presently  believes  commercial  aerospace demand for titanium
products  over the next  year  could  decline  by 30% to 40% from  2001  levels,
resulting from a combination  of reduced  aircraft  production  rates and excess
inventory  being  created  throughout  the supply chain.  Although  quantitative
information is not readily  available,  the Company believes that no significant
amount of  excess  titanium  inventory  existed  prior to  September  11,  2001.
However, a sharp decline in demand could potentially create a significant amount
of inventory  accumulation.  This would likely lead to order demand for titanium
products  falling below actual  consumption.  The demand for titanium  generally
precedes   aircraft   deliveries  by  about  one  year,   although  this  varies
considerably  by  titanium  product.  Since the  Company  will  begin  producing
products in 2002  destined for  aircraft to be delivered in 2003,  it expects to
see a  decline  in its  2002  business  that is  similar  to  aircraft  delivery
reductions relative to 2003.

     The Company's order backlog at the end of September 2001 was  approximately
$315 million.  Comparable  backlogs  approximated $300 million at June 30, 2001,
$290 million at March 31, 2001 and $245  million at December 31, 2000.  However,
the Company's  order backlog may not be a reliable  indicator of future business
activity.  The Company has recently experienced a number of customer requests to
defer or cancel  scheduled  orders.  The Company  believes  such  requests  will
continue  and may  accelerate  in the  near-term.  As  aircraft  and jet  engine
manufacturers  settle  upon a  production  schedule  for next year,  information
should be communicated through the supply chain,  providing the Company a better
understanding of its business outlook.

     The Company is preparing for the anticipated downturn by taking a number of
actions,  including,  but not limited to, (i) reducing plant operating rates and
employment  levels as business  declines,  (ii) negotiating  improved pricing at
lower volume commitments for certain raw materials, (iii) reducing discretionary
spending and (iv) negotiating  various other concessions from both suppliers and
service  providers.  For the longer term, the Company is evaluating product line
and facilities consolidations that may permit it to meaningfully reduce its cost
structure while maintaining and even increasing its market share.

     In October  2001,  the Company  announced  that  operating  rates are being
reduced at both its Henderson,  Nevada and Morgantown,  Pennsylvania facilities.
In Nevada, the Company is reducing its vacuum arc melting rates by about 40%. In
Pennsylvania,  the  Company  intends  to  stop  production  on one of its  three
electron beam ("EB") cold hearth  melting  operations  this year and is reducing
the  operating  rate on another EB  furnace.  Production  in  Pennsylvania  will
decline by about 20% after these decisions are fully implemented.  These actions
will result in the Company's  employment  levels  declining by  approximately 50
people;  however,  the Company anticipates further reductions in operating rates
and employment levels in the future as demand for titanium products declines.

     Current business  conditions make it particularly  difficult to predict the
Company's future financial results and, therefore,  undue reliance should not be
placed on the following  comments as actual results may differ  materially  from
expectations. For the fourth quarter of 2001, the Company believes sales revenue
may range  between $90 million and $120 million,  reflecting  the net effects of
changes in sales volume,  selling prices and mix. Excluding special items, gross
margin as a percent of sales in the fourth  quarter is expected to range between
6% and 12% of sales, but could vary significantly  from this estimate.  Selling,
general,  and administrative and development costs in the fourth quarter of 2001
should approximate third quarter levels.

                                     - 23 -
<PAGE>

Interest  expense in the fourth  quarter is expected to increase  modestly  from
third quarter levels while minority  interest  expense  related to the Company's
Convertible  Preferred  Securities  is expected  to  approximate  third  quarter
levels.  Excluding  the Boeing  Special  Items and other  special  charges,  the
Company expects to be near break-even on operating  income and report a net loss
for the full year of 2001.

     For  financial  reporting  purposes,  the  Company has  recognized  the tax
benefit of its net operating loss carryforwards  ("NOLs"),  and expects that tax
provisions  and  benefits to be  recognized  during the  remainder  of 2001 will
principally be deferred income tax items with cash income tax payments  expected
in  certain  state  and  foreign  jurisdictions.  For U.S.  federal  income  tax
purposes,  the Company had NOLs of approximately  $47 million and $89 million as
of September  30, 2001 and December 31,  2000,  respectively.  At September  30,
2001,  the Company also had the  equivalent  of a $7.1 million NOL in the United
Kingdom  and a $2.3  million  NOL in  Germany,  both of  which  have  indefinite
carryforward periods.

     The Company expects to generate  positive cash flow from operations in 2001
in the  range  of $80  million  to $90  million  principally  due to the  Boeing
settlement  and the related $28.5 million  advance that TIMET expects to receive
in December 2001.  Depreciation and amortization  expense should approximate $41
million in 2001.  Capital spending for 2001 is currently expected to approximate
$15 million,  covering principally capacity  enhancements,  capital maintenance,
and safety and  environmental  projects.  At September 30, 2001, the Company had
approximately $152 million of borrowing availability under its various worldwide
credit agreements.  The Company believes its cash, cash flow from operations and
borrowing  availability  will  satisfy its  expected  working  capital,  capital
expenditures and other requirements over the next year.

     For 2002,  the Company  believes it may  experience a 30% to 40% decline in
its commercial  aerospace sales volume,  which presently represents about 80% of
the Company's  sales  revenue.  A change in demand of this magnitude will likely
result in  heightened  competitive  pricing  pressures  resulting  in  decreased
selling prices. The Company believes the net effects of changes in sales volume,
selling  prices,  and  customer  and product mix could  result in sales  revenue
ranging from $350 million to $400 million in fiscal 2002.  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
costs and energy costs.  The Company believes that costs for titanium sponge and
scrap will trend down over the next year while energy cost may remain  volatile.
However,  as the Company reduces  production volume in response to reduced order
demand,  certain manufacturing overhead costs are likely to decrease at a slower
rate and to a lesser extent than production volume changes,  resulting in higher
costs relative to production  levels. The Company's gross margin expectation for
2002 is  uncertain  at this time;  however,  the  Company  anticipates  that the
adverse  effects of decreased  selling prices and lower plant operating rates to
only be  partially  offset by lower raw  material  costs and other cost  control
actions the Company is presently  taking.  The Company  believes  gross margins,
excluding special items, in 2002 may decline substantially as compared to 2001.

     The Company has undertaken an assessment of the  longer-term  impact of the
commercial aerospace downturn on its business and any potential charges that may
be  appropriate  for asset  impairments,  increases in valuation  allowances and
other similar  items.  Such  potential  charges,  if any, are not yet reasonably
estimable due to the period of time necessary for external information to become
available and then be analyzed and assessed.  The Company expects these items to
become  estimable  over the next few  months  and,  accordingly,  the  Company's
results for the three months ended  December 31, 2001 and future  periods  could
include material charges for these matters.  The Company currently believes such
charges  could  relate  to  goodwill,  the  Company's  investment  in  preferred
securities   of  SMC,   deferred  tax  assets  and  other   long-lived   assets.
Additionally,  the Company may also incur

                                     - 24 -
<PAGE>

material  charges  in  the  fourth  quarter  of  2001  and  future  periods  for
restructuring charges related to workforce reductions, product line and facility
consolidations and other items.

B.       Liquidity and Capital Resources

         The Company's consolidated cash flows provided by operating,
investing and financing activities are presented below:

<TABLE>
<CAPTION>
                                                                                            Nine months ended
                                                                                              September 30,
                                                                                 -------------------------------------
                                                                                       2001                2000
                                                                                 -----------------    ----------------
                                                                                            (In thousands)
<S>                                                                              <C>                  <C>
Cash provided (used) by:
    Operating activities:
       Excluding changes in assets and liabilities                               $      92,305        $     (4,543)
       Changes in assets and liabilities                                               (44,712)             45,821
                                                                                 -----------------    ----------------
                                                                                        47,593              41,278
    Investing activities                                                                (7,892)                312
    Financing activities                                                               (33,793)            (57,018)
                                                                                 -----------------    ----------------

    Net cash provided (used) by operating,
       investing and financing activities                                        $       5,908        $    (15,428)
                                                                                 =================    ================
</TABLE>

     Operating  activities.  Cash  provided 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 in the third quarter of 2001 primarily as
a result of a higher  proportion of sales occurring near the end of the quarter,
as well as variations in the timing of collections. Inventories increased in the
third quarter of 2001  principally as a result of higher plant  operating  rates
needed to meet fourth quarter  shipments levels that were  anticipated  prior to
the  downturn  in  the  commercial   aerospace  market.   Additionally,   higher
inventories  were influenced by longer than  anticipated  scheduled  maintenance
outages  both in the U.S.  and Europe  that  resulted  in final  processing  and
shipping  of  certain  products  being  delayed.  Accrued  profit  sharing  cost
increased  as a result of the  Boeing  settlement  and  accrued  tungsten  costs
increased  related to the tungsten  inclusion  matter  identified in March 2001.
Changes in accounts payable and accrued  liabilities  also reflect,  among other
things,  the timing of payments to suppliers of titanium sponge,  titanium scrap
and other raw materials purchases.

     Dividends  for  the  period  October  1998  through  December  1999  on the
Company's  $80  million  of  Special  Metals  Corporation   ("SMC")  convertible
preferred  securities  had been  deferred  by SMC.  In April  2000,  SMC resumed
current dividend payments of $1.3 million each quarter;  however,  dividends and
interest in arrears were not paid. On October 11, 2001, the Company was notified
by SMC of their intention to again defer the payment of dividends effective with
the dividend due on October 28, 2001. At September 30, 2001, aggregate dividends
and interest due the Company were  approximately  $8.8  million.  As a result of
this and other factors, the Company has undertaken an assessment of the carrying
amount of its investment in the SMC preferred  securities.  See Notes 1 and 5 to
the Consolidated Financial Statements.

     The Company's  Convertible  Preferred  Securities do not require  principal
amortization,  and the Company has the right to defer dividend  payments for one
or more periods of up to 20 consecutive quarters for each period. In April 2000,
the  Company  exercised  its right to defer  future  dividend  payments on these
securities for a period of 10 quarters, although interest continued to accrue at
the coupon rate on the principal and unpaid dividends. During the

                                     - 25 -
<PAGE>

second  quarter of 2001,  the  Company  resumed  payment of  dividends  on these
securities  and made the scheduled  payments of $3.3 million due on June 1, 2001
and September 1, 2001. The Company also paid the previously  deferred  aggregate
dividends of $13.9 million on June 1, 2001.

     Restructuring and special items are described in Note 9 to the Consolidated
Financial Statements.

     Investing activities.  The Company's capital expenditures were $7.9 million
for the nine months ended  September  30, 2001  compared to $6.7 million for the
same period in 2000, principally for capacity enhancements, capital maintenance,
and safety and environmental projects. In the first quarter of 2000, the Company
sold its interest in the castings joint venture to Wyman-Gordon for $7.0 million
and recorded a pre-tax gain of $1.2 million.

     Financing  activities.  At September  30, 2001,  the Company's net cash was
approximately  $5.4  million,  consisting  of $15.4  million  of cash and  $10.0
million of debt.  The Company also had  approximately  $152 million of borrowing
availability under its various worldwide credit agreements. Net cash in the 2001
period  was  primarily  attributed  to receipt  of the  Boeing  settlement.  Net
repayments  in the 2000 period  reflect  reductions  of  outstanding  borrowings
principally in the U.S.

     Boeing Special Items. In April 2001, the Company received a cash payment of
$82.0 million in connection  with the settlement of its litigation  with Boeing.
The proceeds  were used  partially to (i) repay $33.3  million of the  Company's
outstanding  revolving bank debt, (ii) pay the current and deferred dividends of
$17.2 million on the Company's  Convertible  Preferred  Securities and (iii) pay
legal and other costs of $9.0 million associated with the Boeing settlement.

     See  Note  12 to  the  Consolidated  Financial  Statements  for  additional
discussion of environmental and legal matters.

     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 in the past has sought and in the future may seek, to raise
additional   capital,   modify  its  common  and  preferred  dividend  policies,
restructure ownership interests,  incur, refinance or restructure  indebtedness,
repurchase  shares of capital stock,  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.


                                     - 26 -
<PAGE>

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     General.  The  Company is exposed  to market  risk from  changes in foreign
currency exchange rates and interest rates. The Company typically does not enter
into  interest  rate swaps or other  types of  contracts  in order to manage its
interest  rate market risk and typically  does not enter into  currency  forward
contracts  to  manage  its  foreign   exchange   market  risk   associated  with
receivables,  payables and indebtedness denominated in a currency other than the
functional currency of the particular entity.

     Interest rates. Information regarding the Company's market risk relating to
interest  rate  volatility  was  disclosed  in its Form 10-K for the year  ended
December 31, 2000 and should be read in conjunction with this interim  financial
information.  Since December 31, 2000,  there has been no significant  change in
the nature of the Company's exposure to market risks.

     Foreign  currency  exchange  rates.  The  Company is exposed to market risk
arising  from  changes in  foreign  currency  exchange  rates as a result of its
international operations.  See Item 2 - "Management's Discussion and Analysis of
Financial Condition, Results of Operations and Liquidity and Capital Resources,"
which information is incorporated herein by reference.


                                     - 27 -
<PAGE>

PART II - OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

     Reference is made to Note 12 of the Consolidated Financial Statements which
information is incorporated herein by reference and to the Company's 2000 Annual
Report  on Form  10K for  descriptions  of  certain  previously  reported  legal
proceedings.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits:

          10.1 Trust Agreement, effective as of May 22, 2001, by and between the
               Registrant and Robert E. Musgraves.

          10.2 Agreement to Defer Bonus  Payment,  effective as of May 22, 2001,
               by and between the Registrant and J. Landis Martin.

          10.3 Amendment No. 1 to Loan and Security Agreement dated September 7,
               2001,   by  and  among  the   registrant   and  Titanium   Hearth
               Technologies,  Inc., TIMET Millbury  Corporation,  TIMET Castings
               Corporation,    TIMET   Finance    Management    Company,    TMCA
               International,   Inc.,   and   Congress   Financial   Corporation
               (Southwest).

      (b) Reports on Form 8-K:

          Reports  on Form 8-K filed by the  Registrant  for the  quarter  ended
          September 30, 2001 and the month of October 2001:
<TABLE>
<CAPTION>
                Date of Report                        Items Reported
           --------------------------              --------------------
              <S>                                         <C>
              September 21, 2001                          5 and 7
              October 5, 2001                             5 and 7
              October 5, 2001                             5 and 7
              October 23, 2001                            5 and 7
              October 23, 2001                            5 and 7
              October 23, 2001                            5 and 7
</TABLE>

                                  - 28 -
<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: November 2, 2001            By     /s/ Mark A. Wallace
---------------------------              ---------------------------------------
                                         Mark A. Wallace
                                         (Executive Vice President and
                                         Chief Financial Officer)



Date: November 2, 2001            By     /s/ JoAnne A. Nadalin
---------------------------              ---------------------------------------
                                         JoAnne A. Nadalin
                                         Vice President and Corporate Controller
                                         (Principal Accounting Officer)



                                     - 29 -