SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2005
                                                 --------------

                                       OR

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


                         Commission file number 0-28538



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



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



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



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


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

                                Yes  X    No
                                    ---      ---


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

                                Yes  X    No
                                    ---      ---


Number of shares of common stock outstanding on May 9, 2005: 15,989,250

<PAGE>













Forward-Looking Information

     The statements  contained in this Quarterly Report on Form 10-Q ("Quarterly
Report")  that  are  not  historical  facts,  including,  but  not  limited  to,
statements  found  in the  Notes to  Consolidated  Financial  Statements  and in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations ("MD&A"), are forward-looking  statements that represent management's
beliefs   and   assumptions   based   on   currently   available    information.
Forward-looking  statements can generally 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
assurance 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 risks and  uncertainties in those portions  referenced above and those
described  from time to time in the Company's  other filings with the Securities
and  Exchange  Commission  ("SEC")  which  include,  but are not limited to, the
cyclicality of the commercial  aerospace industry,  the performance of aerospace
manufacturers and the Company under their long-term  agreements,  the renewal of
certain long-term agreements,  the difficulty in forecasting demand for titanium
products,  global economic and political conditions,  global productive capacity
for  titanium,  changes in product  pricing and costs,  the impact of  long-term
contracts  with  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,  fluctuations in the market price of
marketable securities, control by certain stockholders and possible conflicts of
interest,   uncertainties   associated   with  new  product   development,   the
availability  of raw materials and services,  changes in raw material prices and
other operating costs (including energy costs),  possible disruption of business
or increases in the cost of doing business  resulting from terrorist  activities
or global  conflicts,  the  potential for  adjustment of the Company's  deferred
income tax asset valuation  allowance and other risks and uncertainties.  Should
one  or  more  of  these  risks  materialize  (or  the  consequences  of  such a
development  worsen),  or should the  underlying  assumptions  prove  incorrect,
actual results could differ materially from those forecasted or expected.



<PAGE>

                           TITANIUM METALS CORPORATION

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------
PART I.    FINANCIAL INFORMATION

   Item 1.    Consolidated Financial Statements

              Consolidated Balance Sheets - March 31, 2005 (unaudited)
                and December 31, 2004                                        2

              Consolidated Statements of Operations - Three months
                ended March 31, 2005 and 2004 (unaudited)                    4

              Consolidated Statements of Comprehensive Income (Loss) -
                Three months ended March 31, 2005 and 2004 (unaudited)       5

              Consolidated Statements of Cash Flows - Three months ended
                March 31, 2005 and 2004 (unaudited)                          6

              Consolidated Statement of Changes in Stockholders' Equity -
                Three months ended March 31, 2005 (unaudited)                8

              Notes to Consolidated Financial Statements (unaudited)         9

   Item 2.    Management's Discussion and Analysis of Financial
                Condition and Results of Operations                         21

   Item 4.    Controls and Procedures                                       31

PART II.   OTHER INFORMATION

   Item 1.    Legal Proceedings                                             33

   Item 6.    Exhibits                                                      33



                                      - 1 -

<PAGE>

                           TITANIUM METALS CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
                                                                                 March 31,             December 31,
ASSETS                                                                             2005                    2004
                                                                            --------------------    --------------------
                                                                                (unaudited)            (as restated,
                                                                                                        see Note 1)
<S>                                                                         <C>                     <C>
Current assets:
   Cash and cash equivalents                                                $          13,847       $           7,194
   Restricted cash and cash equivalents                                                   146                     721
   Accounts and other receivables, less
     allowance of $1,420 and $1,683, respectively                                     108,922                  96,756
   Inventories                                                                        279,889                 258,324
   Prepaid expenses and other                                                           3,240                   2,400
   Deferred income taxes                                                                6,000                   4,974
                                                                            --------------------    --------------------

       Total current assets                                                           412,044                 370,369

Marketable securities                                                                  46,998                  47,214
Investment in joint ventures                                                           25,183                  22,591
Investment in common securities of TIMET Capital Trust I                                6,259                   6,259
Property and equipment, net                                                           231,912                 228,173
Intangible assets, net                                                                  4,748                   5,057
Deferred income taxes                                                                  25,431                   1,053
Other                                                                                  11,579                  11,577
                                                                            --------------------    --------------------

       Total assets                                                         $         764,154       $         692,293
                                                                            ====================    ====================

</TABLE>

           See accompanying Notes to Consolidated Financial Statements
                                      - 2 -


<PAGE>


                           TITANIUM METALS CORPORATION

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                      (In thousands, except per share data)

<TABLE>

                                                                                 March 31,             December 31,
LIABILITIES, MINORITY INTEREST AND                                                  2005                   2004
STOCKHOLDERS' EQUITY                                                         -------------------    --------------------
                                                                                 (unaudited)           (as restated,
                                                                                                        see Note 1)
<S>                                                                          <C>                    <C>
Current liabilities:
   Notes payable                                                             $          41,001      $          43,176
   Accounts payable                                                                     51,328                 44,164
   Accrued liabilities                                                                  54,150                 53,130
   Deferred gain on sale of property                                                    12,016                 12,016
   Customer advances                                                                    32,318                  6,913
   Income taxes payable                                                                  3,713                  2,516
   Other                                                                                   580                    257
                                                                             -------------------    --------------------

       Total current liabilities                                                       195,106                162,172

Accrued OPEB cost                                                                       14,630                 14,470
Accrued pension cost                                                                    76,657                 77,515
Accrued environmental cost                                                               2,162                  1,985
Deferred income taxes                                                                       58                     60
Debt payable to TIMET Capital Trust I                                                   12,010                 12,010
Other                                                                                    5,319                  5,114
                                                                             -------------------    --------------------

       Total liabilities                                                               305,942                273,326
                                                                             -------------------    --------------------

Minority interest                                                                       12,908                 12,539
                                                                             -------------------    --------------------

Stockholders' equity:

   Series A Preferred Stock, $.01 par value; $195,455
     liquidation preference; 4,025 shares authorized,
     3,909 shares issued                                                               173,650                173,650
   Common stock, $.01 par value; 90,000 shares authorized,
     16,034 and 15,963 shares issued, respectively                                         160                    160
   Additional paid-in capital                                                          352,350                350,866
   Accumulated deficit                                                                 (38,937)               (77,044)
   Accumulated other comprehensive loss                                                (40,711)               (39,989)
   Treasury stock, at cost  (45 shares)                                                 (1,208)                (1,208)
   Deferred compensation                                                                     -                     (7)
                                                                             -------------------    --------------------

       Total stockholders' equity                                                      445,304                406,428
                                                                             -------------------    --------------------

       Total liabilities, minority interest and
         stockholders' equity                                                $         764,154      $         692,293
                                                                             ===================    ====================

Commitments and contingencies (Note 12)

</TABLE>

           See accompanying Notes to Consolidated Financial Statements
                                      - 3 -

<PAGE>


                           TITANIUM METALS CORPORATION

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                      (In thousands, except per share data)

<TABLE>

                                                                                          Three months ended March 31,
                                                                                    ------------------------------------------
                                                                                           2005                   2004
                                                                                    --------------------    ------------------
                                                                                                              (as restated,
                                                                                                               see Note 1)

<S>                                                                                 <C>                     <C>
Net sales                                                                           $       155,235         $       120,488
Cost of sales                                                                               126,280                 107,703
                                                                                    --------------------    ------------------

   Gross margin                                                                              28,955                  12,785

Selling, general, administrative and development expense                                     12,360                   9,517
Equity in earnings (losses) of joint ventures                                                   801                     (83)
Other income (expense), net                                                                   1,985                      74
                                                                                    --------------------    ------------------

   Operating income                                                                          19,381                   3,259

Interest expense                                                                                674                   4,309
Other non-operating income (expense), net                                                       743                     738
                                                                                    --------------------    ------------------

   Income (loss) before income taxes and minority interest                                   19,450                    (312)

Income tax (benefit) expense                                                                (22,879)                    523
Minority interest, net of tax                                                                   924                     390
                                                                                    --------------------    ------------------

   Net income (loss)                                                                         41,405                  (1,225)

Dividends on Series A Preferred Stock                                                         3,298                       -
                                                                                    --------------------    ------------------

   Net income (loss) attributable to common stockholders                            $        38,107         $        (1,225)
                                                                                    ====================    ==================

Earnings (loss) per share attributable to common stockholders:
   Basic                                                                            $          2.39         $         (0.08)
   Diluted                                                                          $          1.83         $         (0.08)

Weighted average shares outstanding:
   Basic                                                                                     15,931                  15,863
   Diluted                                                                                   22,655                  15,863

</TABLE>

           See accompanying Notes to Consolidated Financial Statements
                                      - 4 -

<PAGE>



                           TITANIUM METALS CORPORATION

       CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

                                 (In thousands)
<TABLE>


                                                                                          Three months ended March 31,
                                                                                    ------------------------------------------
                                                                                           2005                   2004
                                                                                    --------------------    ------------------
                                                                                                              (as restated,
                                                                                                               see Note 1)

<S>                                                                                 <C>                     <C>
Net income (loss)                                                                   $        41,405         $        (1,225)
                                                                                    --------------------    ------------------

Other comprehensive income (loss):

   Currency translation adjustment                                                           (1,297)                  1,616

   Unrealized (losses) gains on marketable securities, net of tax
     benefit of $95 and $0, respectively                                                       (177)                  4,450

   TIMET's share of VALTIMET SAS's unrealized net
     gains on derivative financial instruments qualifying as
     cash flow hedges                                                                           752                     250
                                                                                    --------------------    ------------------

     Total other comprehensive (loss) income                                                   (722)                  6,316
                                                                                    --------------------    ------------------

   Comprehensive income                                                             $        40,683         $         5,091
                                                                                    ====================    ==================

</TABLE>


           See accompanying Notes to Consolidated Financial Statements
                                      - 5 -

<PAGE>


                           TITANIUM METALS CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                 (In thousands)

<TABLE>

                                                                                   Three months ended March 31,
                                                                              ----------------------------------------
                                                                                     2005                 2004
                                                                              -------------------   ------------------
                                                                                                      (as restated,
                                                                                                       see Note 1)
<S>                                                                           <C>                   <C>
Cash flows from operating activities:
   Net income (loss)                                                          $       41,405        $       (1,225)
   Depreciation and amortization                                                       7,933                 8,483
   Noncash impairment of equipment                                                     1,251                     -
   Equity in (earnings) losses of joint ventures, net
     of distributions                                                                   (801)                   83
   Equity in earnings of common securities of TIMET
     Capital Trust I, net of distributions                                                 -                  (113)
   Deferred income taxes                                                             (25,023)                   13
   Minority interest, net of tax                                                         924                   390
   Other, net                                                                           (369)                 (525)
   Change in assets and liabilities:
     Receivables                                                                     (13,525)              (12,275)
     Inventories                                                                     (23,557)               (9,681)
     Prepaid expenses and other                                                       (1,153)                   94
     Accounts payable and accrued liabilities                                          8,129                (4,427)
     Customer advances                                                                25,528                28,157
     Income taxes                                                                      1,322                   581
     Accrued OPEB and pension costs                                                      234                 2,180
     Accrued interest on debt payable to TIMET Capital Trust I                             -                 3,751
     Other, net                                                                        1,866                (1,309)
                                                                              -------------------   ------------------
       Net cash provided by operating activities                                      24,164                14,177
                                                                              -------------------   ------------------

Cash flows from investing activities:
   Capital expenditures                                                              (13,700)               (3,280)
   Purchase of marketable securities                                                       -               (12,774)
   Change in restricted cash, net                                                        576                     -
   Other                                                                                  49                     -
                                                                              -------------------   ------------------
       Net cash used by investing activities                                         (13,075)              (16,054)
                                                                              -------------------   ------------------

Cash flows from financing activities:
   Indebtedness:
     Borrowings                                                                       59,000                 9,575
     Repayments                                                                      (61,175)               (9,575)
   Dividends paid on Series A Preferred Stock                                         (3,298)                    -
   Other, net                                                                          1,020                  (403)
                                                                              -------------------   ------------------
       Net cash used by financing activities                                          (4,453)                 (403)
                                                                              -------------------   ------------------

       Net cash provided (used) by operating,
         investing and financing activities                                   $        6,636        $       (2,280)
                                                                              ===================   ==================

</TABLE>

           See accompanying Notes to Consolidated Financial Statements
                                      - 6 -


<PAGE>


                           TITANIUM METALS CORPORATION

          CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

                                 (In thousands)
<TABLE>

                                                                                   Three months ended March 31,
                                                                              ----------------------------------------
                                                                                    2005                  2004
                                                                              ------------------    ------------------
                                                                                                      (as restated,
                                                                                                       see Note 1)
<S>                                                                           <C>                   <C>
Cash and cash equivalents:
   Net increase (decrease) from:
     Operating, investing and financing activities                            $        6,636        $       (2,280)
     Currency translation                                                                 17                    19
                                                                              ------------------    ------------------
                                                                                       6,653                (2,261)
   Cash and cash equivalents at beginning of period                                    7,194                35,040
                                                                              ------------------    ------------------

   Cash and cash equivalents at end of period                                 $       13,847        $       32,779
                                                                              ==================    ==================

Supplemental disclosures:
   Cash paid for:
     Interest                                                                 $          478        $          366
     Income taxes, net                                                        $          815        $           39

</TABLE>

           See accompanying Notes to Consolidated Financial Statements
                                      - 7 -
<PAGE>

                           TITANIUM METALS CORPORATION

      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

                        Three months ended March 31, 2005
                                 (In thousands)

<TABLE>

                                                                                         Accumulated
                                                       Series A   Additional                Other
                                      Common   Common  Preferred   Paid-in  Accumulated Comprehensive  Treasury  Deferred
                                      Shares   Stock    Stock      Capital    Deficit   Income (Loss)   Stock  Compensation  Total
                                     --------  ------  ---------  ---------  ----------  -----------  ---------  --------  ---------

<S>                                   <C>      <C>     <C>        <C>        <C>         <C>          <C>        <C>       <C>
Balance at December 31, 2004  (as
  restated, see Note 1)               15,918   $ 160   $173,650   $350,866   $ (77,044)  $  (39,989)  $ (1,208)  $    (7)  $406,428
  Comprehensive income                     -       -          -          -      41,405         (722)                   -     40,683
  Issuance of common stock                71       -          -      1,027           -            -                    -      1,027
  Tax benefit of stock options
    exercised and restricted
    stock vested                           -       -          -        457           -            -          -         -        457
  Dividends declared on Series A
    Preferred Stock                        -       -          -          -      (3,298)           -          -         -     (3,298)
  Amortization of deferred
    compensation, net of effects of
    stock award cancellations              -       -          -          -           -            -          -         7          7
                                     --------  ------  ---------  ---------  ----------  -----------  ---------  --------  ---------

Balance at March 31, 2005             15,989   $ 160   $173,650   $352,350   $ (38,937)  $  (40,711)  $ (1,208)  $     -   $445,304
                                     ========  ======  =========  =========  ==========  ===========  =========  ========  =========
</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.  The  accompanying  Consolidated
Financial  Statements  include  the  accounts  of TIMET and its  majority  owned
subsidiaries  (collectively,  the  "Company"),  except the TIMET Capital Trust I
(the "Capital Trust"). All material intercompany  transactions and balances with
consolidated  subsidiaries have been eliminated,  and certain prior year amounts
have  been  reclassified  to  conform  to the  current  year  presentation.  The
Consolidated Balance Sheet at March 31, 2005 and the Consolidated  Statements of
Operations,  Comprehensive  Income (Loss),  Changes in Stockholders'  Equity and
Cash Flows for the interim periods ended March 31, 2005 and 2004, as applicable,
have been prepared by the Company  without audit in accordance  with  accounting
principles  generally accepted in the United States of America ("GAAP").  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  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with GAAP have been condensed or omitted.  The
Company's  first three  fiscal  quarters  reported are the  approximate  13-week
periods  ending on the  Saturday  generally  nearest  to March  31,  June 30 and
September 30. The Company's  fourth fiscal quarter and fiscal year always end on
December 31. For presentation  purposes,  the Company's  Consolidated  Financial
Statements and notes thereto have been presented as ending on March 31, June 30,
September 30 and  December  31, as  applicable.  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, 2004 (the "2004 Annual Report").

     At March 31, 2005,  Valhi,  Inc. and  subsidiaries  ("Valhi") held 42.6% of
TIMET's  outstanding  common  stock  and 0.4% of the  Company's  6.75%  Series A
Convertible Preferred Stock (the "Series A Preferred Stock"). At March 31, 2005,
the Combined Master Retirement Trust ("CMRT"), a trust formed by Valhi to permit
the collective investment by trusts that maintain the assets of certain employee
benefit plans adopted by Valhi and certain related companies,  held 12.0% of the
Company's  common stock.  TIMET's U.S.  pension plans invest in a portion of the
CMRT  that  does  not hold  TIMET  common  stock.  At March  31,  2005,  Contran
Corporation  ("Contran") held, directly or through  subsidiaries,  approximately
91%  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,  or is held by Mr. Simmons or persons or other entities related to
Mr.  Simmons.  In  addition,  Mr.  Simmons is the sole trustee of the CMRT and a
member of the trust  investment  committee for the CMRT. At March 31, 2005,  Mr.
Simmons' spouse owned 40.9% of the  outstanding  Series A Preferred  Stock.  Mr.
Simmons may be deemed to control each of Contran, Valhi and TIMET.

                                      - 9 -

<PAGE>

     Effective  January 1, 2005,  the Company  changed its method for  inventory
costing  from the  last-in,  first-out  ("LIFO")  cost  method  to the  specific
identification cost method for the approximate 40% of the Company's consolidated
inventories  previously  accounted  for  under the LIFO  cost  method.  With the
significant  volatility  seen  recently  in raw  material  prices,  the  Company
believes this change in accounting method provides a better matching of revenues
and  expenses.  As required by GAAP,  the Company  has  restated  its  financial
statements for prior periods.  As a result,  the Company's net inventory balance
as of December 31, 2004 increased by $26.7 million from the previously  reported
amount,  with a  corresponding  decrease to the Company's  accumulated  deficit.
There was no impact on the  Company's  cash flow from  operations  for the three
months ended March 31, 2004 related to this accounting change. The effect of the
accounting  change on income for the three  months  ended  March 31, 2005 was to
increase net income by $5.0 million and increase  earnings per basic and diluted
share by $0.31 and $0.37,  respectively.  The effect of the accounting change on
previously  reported  amounts for the three  months  ended March 31, 2004 was to
increase net income by $0.4 million and increase  earnings per basic and diluted
share each by $0.02. See Note 2.

     The Company completed a five-for-one stock split of its common stock, which
was effected in the form of a stock dividend  (whereby an additional four shares
of post-split  stock were distributed for each one share of pre-split stock) and
became  effective  after the close of trading on August 27, 2004.  All share and
per share  disclosures  for the 2004 period have been adjusted to give effect to
this stock split.

     The Company  currently  follows the  disclosure  alternative  prescribed by
Statement of Financial  Accounting  Standards  ("SFAS") No. 123,  Accounting for
Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based
Compensation  -  Transition  and  Disclosure,  and has chosen to account for its
stock-based  employee  compensation  related to stock options in accordance with
Accounting  Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees,  and its various  interpretations.  See Note 15. Under APB Opinion
No. 25,  compensation  cost is generally  recognized for fixed stock options for
which the exercise price is less than the market price of the  underlying  stock
on the grant date.  All of the  Company's  stock  options have been granted with
exercise  prices equal to or in excess of the market price on the date of grant,
and the Company recognized no compensation  expense for stock options during the
three months ended March 31, 2005 and 2004. The following table  illustrates the
effect on net income (loss) and earnings (loss) per share attributable to common
stockholders if the Company had applied the fair value recognition provisions of
SFAS No. 123 to all options granted since January 1, 1995:

                                     - 10 -

<PAGE>

<TABLE>

                                                                                  Three months ended March 31,
                                                                                   2005                  2004
                                                                             ------------------    ------------------
                                                                                         (In thousands)

<S>                                                                          <C>                   <C>
Net income (loss) attributable to common
  stockholders, as reported                                                  $        38,107       $        (1,225)
Less stock option related stock-based employee
  compensation expense determined under
  SFAS No. 123                                                                            (7)                  (28)
                                                                             ------------------    ------------------

Pro forma net income (loss) attributable
  to common stockholders                                                     $        38,100       $        (1,253)
                                                                             ==================    ==================

Basic earnings (loss) per share attributable
  to common stockholders:
     As reported                                                             $          2.39       $         (0.08)
                                                                             ==================    ==================

     Pro forma                                                               $          2.39       $         (0.08)
                                                                             ==================    ==================

Diluted earnings (loss) per share attributable
  to common stockholders:
     As reported                                                             $          1.83       $         (0.08)
                                                                             ==================    ==================

     Pro forma                                                               $          1.83       $         (0.08)
                                                                             ==================    ==================
</TABLE>

     VALTIMET,  the Company's 43.7% owned affiliate  accounted for by the equity
method, has entered into certain derivative  financial  instruments that qualify
as cash flow hedges  under GAAP.  The  Company's  pro-rata  share of  VALTIMET's
unrealized  net gains  (losses)  on such  derivative  financial  instruments  is
included as a component of other comprehensive income.


Note 2 - Inventories
<TABLE>

                                                                               March 31,              December 31,
                                                                                  2005                    2004
                                                                          ---------------------    -------------------
                                                                                        (In thousands)

<S>                                                                       <C>                      <C>
Raw materials                                                             $          82,462        $        71,067
Work-in-process                                                                     109,083                 97,848
Finished products                                                                    76,306                 77,012
Supplies                                                                             12,038                 12,397
                                                                          ---------------------    -------------------

                                                                          $         279,889        $       258,324
                                                                          =====================    ===================
</TABLE>

     Effective  January 1, 2005,  the Company  changed its method for  inventory
costing from the LIFO cost method to the specific identification cost method, as
described in Note 1. As a result of this  accounting  change,  the Company's net
inventory  balance as of December 31, 2004  increased by $26.7  million from the
previously  reported amount  (representing the elimination of the Company's LIFO
reserve at such date).

                                     - 11 -

<PAGE>


Note 3 - Marketable securities

     The following table  summarizes the Company's  marketable  securities as of
March 31, 2005 and December 31, 2004:
<TABLE>

                                                             March 31, 2005                   December 31, 2004
                                                      -----------------------------    --------------------------------
                                                                         Market                              Market
              Marketable security                        Shares          value             Shares            value
------------------------------------------------      ------------    -------------    --------------    --------------
                                                                              ($ in thousands)

<S>                                                     <C>           <C>                <C>             <C>
    CompX International, Inc. ("CompX")                 2,549,520     $     41,837       2,549,520       $    42,144
    NL Industries, Inc. ("NL")                            222,100            4,942         222,100             4,908
    Kronos Worldwide, Inc. ("Kronos")                       5,203              219           3,985               162
                                                                      -------------                      --------------

                                                                      $     46,998                       $    47,214
                                                                      =============                      ==============
</TABLE>

     During the first  nine  months of 2004,  the  Company  purchased  2,212,820
shares of CompX Class A common shares and, on October 1, 2004,  contributed such
shares to CompX Group, Inc. ("CGI") in return for a 17.6% ownership  interest in
CGI (the  remaining  82.4%  interest  is held by NL).  As of March 31,  2005 and
December 31, 2004, the Company directly held 336,700 shares of CompX, which were
purchased  during the fourth quarter of 2004.  From April 1, 2005 through May 9,
2005, the Company  purchased an additional 97,900 shares of CompX Class A common
stock for an aggregate of $1.5 million.  The Company has not  contributed any of
the 434,600 shares  purchased  subsequent to October 1, 2004, and currently does
not  expect to  contribute  those  shares or any other  shares of CompX  Class A
common stock that it may subsequently acquire, to CGI.

     As of March 31, 2005, the Company's  aggregate cost basis of its marketable
securities  was $34.7 million and for the three months ended March 31, 2005, the
Company  recognized  $0.2 million (net of tax benefit) of  unrealized  losses in
stockholders'  equity, as a component of other comprehensive  income (loss). The
Company's  unrealized gains on marketable  securities for the three months ended
March 31, 2004 were $4.5 million.

     During the first quarter of 2005,  CompX paid cash  dividends on its common
stock,  NL paid  dividends  on its common  stock in the form of shares of Kronos
common stock and Kronos paid cash dividends on its common stock.

Note 4 - Property and equipment

<TABLE>

                                                                                  March 31,            December 31,
                                                                                    2005                   2004
                                                                            --------------------    ------------------
                                                                                         (In thousands)

<S>                                                                         <C>                     <C>
Land and improvements                                                       $           8,689       $         8,703
Buildings and improvements                                                             32,062                31,780
Information technology systems                                                         63,088                63,609
Manufacturing equipment and other                                                     328,293               333,031
Construction in progress                                                               24,598                14,819
                                                                            --------------------    ------------------
                                                                                      456,730               451,942
Less accumulated depreciation                                                         224,818               223,769
                                                                            --------------------    ------------------

                                                                            $         231,912       $       228,173
                                                                            ====================    ==================

</TABLE>

                                     - 12 -

<PAGE>

     During the first quarter of 2005,  the Company  determined  that certain of
its manufacturing equipment would no longer be utilized in its operations,  and,
accordingly,  recognized a $1.2 million  noncash  abandonment  charge to cost of
sales during the period.

     In November 2004, pursuant to an agreement with Basic Management,  Inc. and
certain of its affiliates  ("BMI"),  the Company sold certain  property  located
adjacent  to its  Henderson,  Nevada  plant  site to BMI, a  32%-owned  indirect
subsidiary  of Valhi.  However,  BMI has leased  back to the  Company the use of
certain  settling  ponds  located on the  property  until the Company  completes
construction of a water  conservation  facility on its Henderson plant site. The
Company has recorded a $12 million  deferred  gain on its  Consolidated  Balance
Sheet related to cash proceeds received on this sale. This deferred gain will be
recognized when the Company  completes  construction  of the water  conservation
facility and can cease use of the settling ponds, currently expected to occur in
the second quarter of 2005.

Note 5 - Other noncurrent assets
<TABLE>

                                                                                  March 31,             December 31,
                                                                                    2005                   2004
                                                                           ---------------------    ------------------
                                                                                           (In thousands)

<S>                                                                        <C>                      <C>
Prepaid pension cost                                                       $          10,677        $        10,531
Deferred financing costs                                                                 653                    786
Notes receivable from officers                                                            49                     49
Other                                                                                    200                    211
                                                                           ---------------------    ------------------

                                                                           $          11,579        $        11,577
                                                                           =====================    ==================
</TABLE>

Note 6 - Accrued liabilities
<TABLE>

                                                                                  March 31,             December 31,
                                                                                    2005                   2004
                                                                           ---------------------    ------------------
                                                                                         (In thousands)

<S>                                                                        <C>                      <C>
OPEB cost                                                                  $           2,746        $         2,777
Pension cost                                                                           5,210                  5,285
Payroll and vacation                                                                   5,843                  5,810
Incentive compensation                                                                14,143                 12,570
Other employee benefits                                                                7,862                  9,721
Deferred income                                                                        2,999                  1,736
Environmental costs                                                                    2,413                  2,530
Taxes, other than income                                                               5,185                  4,166
Other                                                                                  7,749                  8,535
                                                                           ---------------------    ------------------

                                                                           $          54,150        $        53,130
                                                                           =====================    ==================
</TABLE>

                                     - 13 -


<PAGE>


Note 7 - Customer advances

     Under the  terms of the  Company's  long-term  agreement  ("LTA")  with The
Boeing Company  ("Boeing"),  in 2002 through 2007, Boeing is required to advance
TIMET $28.5 million annually less $3.80 per pound of titanium product  purchased
by Boeing  subcontractors  from TIMET  during the  preceding  year.  The advance
relates to Boeing's  take-or-pay  obligations  under the LTA.  Effectively,  the
Company  collects  $3.80 less from Boeing  than the LTA  selling  price for each
pound of  titanium  product  sold  directly  to Boeing and  reduces  the related
customer advance recorded by the Company.  For titanium  products sold to Boeing
subcontractors,  the  Company  collects  the full LTA selling  price,  but gives
Boeing credit by reducing the next year's  annual  advance by $3.80 per pound of
titanium product sold to Boeing  subcontractors.  The Boeing customer advance is
also  reduced  as  take-or-pay  benefits  are  earned.  As of  March  31,  2005,
approximately  $26.2 million of customer  advances  related to the Company's LTA
with Boeing.

Note 8 - Bank debt

     During the first  quarter of 2004,  the  Company  amended  its U.S.  credit
facility to, among other things, allow the Company the flexibility to remove the
equipment   component  from  the   determination  of  the  Company's   borrowing
availability  in order to avoid  the costs of an  appraisal.  The  Company  took
advantage  of this  flexibility  during the first  quarter of 2004,  effectively
reducing  the  Company's  borrowing  availability  in the U.S.  by $12  million.
However,  the Company  can regain this  availability  by  completing  an updated
equipment  appraisal.  As  of  March  31,  2005,  the  Company  had  outstanding
borrowings of $41.0 million  under its U.S.  credit  agreement and no borrowings
under its European credit  facilities.  Aggregate unused borrowing  availability
under the Company's U.S. and European credit facilities was  approximately  $110
million as of March 31, 2005.

Note 9 - Other income (expense)
<TABLE>

                                                                                  Three months ended March 31,
                                                                                   2005                  2004
                                                                             ------------------    ------------------
                                                                                         (In thousands)
<S>                                                                          <C>                   <C>
Other operating income (expense):
   Settlement of customer claim                                              $         1,800       $             -
   Other, net                                                                            185                    74
                                                                             ------------------    ------------------

                                                                             $         1,985       $            74
                                                                             ==================    ==================

Other non-operating income (expense):
   Dividends and interest                                                    $           487       $           100
   Equity in earnings of common
      securities of the Capital Trust                                                    103                   113
   Foreign exchange gain, net                                                            260                   472
   Other, net                                                                           (107)                   53
                                                                             ------------------    ------------------

                                                                             $           743       $           738
                                                                             ==================    ==================
</TABLE>

     During the first quarter of 2005, the Company received $1.8 million related
to its settlement of a customer claim regarding prior order  cancellations  from
such customer. Additionally, the Company received dividends from its investments
in marketable securities, as discussed in Note 3.

                                     - 14 -

Note 10 - Income taxes

<TABLE>
                                                                                        Three months ended
                                                                                            March 31,
                                                                             -----------------------------------------
                                                                                   2005                   2004
                                                                             ------------------    -------------------
                                                                                          (In thousands)

<S>                                                                          <C>                   <C>
Expected income tax expense (benefit), at 35%                                $         6,808       $            (109)
Non-U.S. tax rates                                                                      (315)                    (51)
U.S. state income taxes, net                                                             315                    (192)
Dividends received deduction                                                            (107)                      -
Nontaxable income                                                                        (53)                      -
Adjustment of deferred income tax asset
  valuation allowance                                                                (29,896)                    835
Other, net                                                                               369                      40
                                                                             ------------------    -------------------

                                                                             $       (22,879)      $             523
                                                                             ==================    ===================
</TABLE>

     The  Company  periodically  reviews  its  deferred  income  tax  assets  to
determine  if future  realization  is more  likely  than not.  During  the first
quarter of 2005, based on the Company's recent history of U.S. income,  its near
term  outlook and the effect of its change in method of  inventory  costing from
the LIFO cost method to the specific identification cost method for U.S. federal
income tax  purposes  (see Note 1), the  Company  changed  its  estimate  of its
ability to utilize  the tax  benefits of its U.S.  net  operating  loss  ("NOL")
carryforwards,  alternative  minimum tax ("AMT") credit  carryforwards and other
net  deductible  temporary  differences  (other than the Company's  capital loss
carryforwards).  Consequently,  the  Company  determined  that its net  deferred
income tax asset related to such U.S. tax  attributes  and other net  deductible
temporary differences now meets the "more-likely-than-not" recognition criteria.
Accordingly,  the Company  reversed  $14.3  million of the  valuation  allowance
attributable  to such deferred income tax asset in the first quarter of 2005. In
addition, the Company's deferred income tax asset valuation allowance related to
income from  continuing  operations  decreased by $3.0 million  during the first
quarter of 2005,  primarily due to the utilization of the U.S. NOL carryforward.
The Company's  remaining U.S. valuation  allowance  attributable to its U.S. net
deferred income tax asset (other than the Company's  capital loss  carryforward)
of $14.6  million  will be reversed  during the final three  quarters of 2005 in
accordance with the GAAP  requirements of accounting for income taxes at interim
dates.

     During the first quarter of 2005,  based on the Company's recent history of
U.K.  income,  its near term outlook and its historic  U.K.  profitability,  the
Company also  changed its estimate of its ability to utilize its net  deductible
temporary  differences and other tax attributes  related to the U.K.,  primarily
comprised of (i) the future  benefits  associated  with the reversal of its U.K.
minimum pension liability deferred income tax asset and (ii) the benefits of its
U.K.  NOL  carryforward.  Consequently,  the  Company  determined  that  its net
deferred  income  tax asset in the U.K.  now  meets  the  "more-likely-than-not"
recognition  criteria.  Accordingly,  the Company  reversed $11.5 million of the
valuation allowance  attributable to such deferred income tax asset in the first
quarter of 2005. In addition,  the Company's deferred income tax asset valuation
allowance related to income from continuing operations decreased by $1.1 million
during the first quarter of 2005,  primarily due to the  utilization of the U.K.
NOL  carryforward.  The Company's  remaining  U.K.  valuation  allowance of $0.8
million will be reversed  during the final three  quarters of 2005 in accordance
with the GAAP requirements of accounting for income taxes at interim dates.

                                     - 15 -

<PAGE>


     At March 31, 2005,  the Company had, for U.S.  federal income tax purposes,
(i) NOL  carryforwards  of $89 million that expire in 2020 through 2023,  (ii) a
capital  loss  carryforward  of $74 million  that  expires in 2008 and (iii) AMT
credit  carryforwards  of $4 million,  which can be  utilized to offset  regular
income taxes payable in future years, with an indefinite carryforward period. In
addition,  at March 31, 2005, the Company had the equivalent of a $5 million NOL
carryforward in the U.K. and a $1 million NOL  carryforward in Germany,  both of
which have indefinite carryforward periods.

     In October  2004,  the American  Jobs Creation Act of 2004 was enacted into
law.  The new law  provides for a special 85%  deduction  for certain  dividends
received in 2005 from controlled foreign corporations. Because the impact of the
special dividend received deduction to the Company is dependent, in part, on the
Company's  2005 foreign and  domestic  taxable  income,  the Company has not yet
determined  whether it will  benefit  from the new law. The Company is currently
monitoring  its 2005  year-to-date  taxable  income  to  determine  the level of
benefit,  if any,  the Company  will derive from the special  dividend  received
deduction.

     The new law also provides for a special  deduction from U.S. taxable income
equal to a  specified  percentage  of a U.S.  company's  qualified  income  from
domestic  manufacturing  activities (as defined).  Although the Company believes
that the majority of its operations  meet the  definition of qualified  domestic
manufacturing  activities,  the  Company  does not  expect to  benefit  from the
special manufacturing  deduction in 2005, primarily because the Company projects
its U.S.  taxable  income in 2005 will be fully offset by its existing  U.S. NOL
carryforwards.

Note 11 - Employee benefits

     Defined benefit pension plans.  The components of the net periodic  pension
expense are set forth below:

<TABLE>
                                                                                        Three months ended
                                                                                            March 31,
                                                                             -----------------------------------------
                                                                                   2005                   2004
                                                                             ------------------    -------------------
                                                                                          (In thousands)

<S>                                                                          <C>                   <C>
Service cost                                                                 $           957       $             885
Interest cost                                                                          3,490                   3,151
Expected return on plan assets                                                        (3,791)                 (3,269)
Amortization of net losses                                                             1,225                   1,093
Amortization of unrecognized prior service cost                                          139                     122
                                                                             ------------------    -------------------

  Net periodic pension expense                                               $         2,020       $           1,982
                                                                             ==================    ===================
</TABLE>

     Through  March  31,  2005,  the  Company  has  made  $2.2  million  of cash
contributions  to its defined  benefit  pension  plans in 2005,  and the Company
currently  expects to make additional cash  contributions of approximately  $6.7
million to its defined  benefit  pension plans during the remainder of 2005. All
of the contributions relate to the Company's U.K. plan.

                                     - 16 -

<PAGE>


     Postretirement benefits other than pensions. The components of net periodic
OPEB expense are set forth below:

<TABLE>

                                                                                       Three months ended
                                                                                            March 31,
                                                                             -----------------------------------------
                                                                                   2005                   2004
                                                                             ------------------    -------------------
                                                                                          (In thousands)

<S>                                                                          <C>                   <C>
Service cost                                                                 $           171       $             127
Interest cost                                                                            467                     403
Amortization of unrecognized prior service cost                                         (116)                   (116)
Amortization of net losses                                                               324                     227
                                                                             ------------------    -------------------

Net periodic OPEB expense                                                    $           846       $             641
                                                                             ==================    ===================
</TABLE>

     The Medicare  Prescription Drug,  Improvement and Modernization Act of 2003
(the  "Medicare  Act of 2003")  introduced a  prescription  drug  benefit  under
Medicare  (Medicare Part D) as well as a federal  subsidy to sponsors of retiree
health care benefit  plans that  provide a benefit that is at least  actuarially
equivalent to Medicare Part D. In May 2004, the Financial  Accounting  Standards
Board  ("FASB")  issued FSP No.  106-2,  which  superceded  FSP No. 106-1 and is
currently  applicable  to the Company.  FSP No. 106-2  provides  guidance on (i)
accounting  for the effects of the Medicare Act of 2003 once the Company is able
to determine actuarial equivalency and (ii) various required disclosures.

     During 2005, the Company  determined that the benefits provided by its U.S.
health and  welfare  plan are  actuarially  equivalent  to the  Medicare  Part D
benefit and therefore the Company is eligible for the federal  subsidy  provided
for by the Medicare 2003 Act. The effect of such subsidy, which is accounted for
prospectively  from the date actuarial  equivalence  was determined as permitted
and in accordance with FASB Staff Position No. 106-2,  results in a reduction in
the Company's accumulated  postretirement benefit obligation of approximately $5
million and a reduction in net periodic OPEB cost of approximately $0.6 million.

Note 12 - Commitments and contingencies

     Environmental  matters.  In November 2004, the Company and BMI entered into
several agreements  pursuant to which the Company conveyed certain land owned by
the Company  adjacent to its  Henderson,  Nevada plant site on which the Company
operated  settling ponds (the "TIMET Pond  Property") to BMI in exchange for (i)
$12  million  cash,   (ii)  BMI's   assumption  of  the  liability  for  certain
environmental issues associated with the TIMET Pond Property,  including certain
possible  groundwater  issues for which the Company  currently  has $0.6 million
accrued,  and (iii) other  consideration.  TIMET will continue to use certain of
the settling ponds located on the TIMET Pond Property  pursuant to a lease until
a water  conservation  facility is operational,  currently expected to be in the
second quarter of 2005. See Note 4.

     The  Company is also  continuing  assessment  work with  respect to its own
active plant site in Henderson,  Nevada.  The Company currently has $3.7 million
accrued  based on the  undiscounted  cost  estimates of the  probable  costs for
remediation of this site related to specific future  remediation costs which the
Company now considers probable. The Company expects these accrued expenses to be
paid over a period of up to thirty years.

                                     - 17 -

<PAGE>


     At March 31, 2005,  the Company had accrued an  aggregate of  approximately
$4.6 million for  environmental  matters,  including those discussed  above. The
upper end of the range of reasonably  possible costs to remediate  these matters
is  approximately  $7  million.  The  Company  records  liabilities  related  to
environmental  remediation  obligations when estimated future costs are probable
and  reasonably  estimable.  Such  accruals are adjusted as further  information
becomes  available  or  circumstances  change.  Estimated  future  costs are not
discounted to their present  value.  It is not possible to estimate the range of
costs  for  certain  sites.  The  imposition  of  more  stringent  standards  or
requirements  under  environmental  laws or  regulations,  the results of future
testing and analysis undertaken by the Company at its operating facilities, or a
determination  that the Company is  potentially  responsible  for the release of
hazardous  substances at other sites, could result in costs in excess of amounts
currently  estimated to be required for such matters.  No assurance can be given
that  actual  costs  will not exceed  accrued  amounts or that costs will not be
incurred  with  respect to sites as to which no problem  is  currently  known or
where no estimate can presently be made. Further, there can be no assurance that
additional environmental matters will not arise in the future.

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

     Other. The Company has entered into letters of credit to collateralize  (i)
potential workers'  compensation claims in Ohio and Nevada and (ii) future usage
of electricity in Nevada. As of March 31, 2005, the outstanding amounts for such
letters of credit, which reduce the Company's excess availability under its U.S.
credit agreement, were $2.3 million and $1.3 million, respectively.

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

     See the 2004 Annual Report for additional  information  concerning  certain
legal and environmental matters, commitments and contingencies.

Note 13 - Earnings per share

     Basic earnings (loss) per share is based on the weighted  average number of
unrestricted  common shares  outstanding  during each period.  Diluted  earnings
(loss) per share  attributable  to common  stockholders  reflects  the  dilutive
effect of common stock options,  restricted stock and the assumed  conversion of
the Company's 6.625% mandatorily  redeemable  convertible  preferred securities,
beneficial unsecured convertible  securities ("BUCS") and the Series A Preferred
Stock, if applicable.  A reconciliation of the numerator and denominator used in
the  calculation  of basic and diluted  earnings  (loss) per share is  presented
below.

                                     - 18 -

<PAGE>

<TABLE>

                                                                                Three months ended March 31,
                                                                         -------------------------------------------
                                                                                2005                   2004
                                                                         -------------------    --------------------

<S>                                                                      <C>                    <C>
Numerator:
  Net income (loss) attributable to
     common stockholders                                                 $        38,107        $          (1,225)
  Interest on BUCS                                                                    97                        -
  Dividends on Series A Preferred Stock                                            3,298                        -
                                                                         -------------------    --------------------

  Diluted net income (loss) attributable
     to common stockholders                                              $        41,502        $          (1,225)
                                                                         ===================    ====================

Denominator:
  Average common shares outstanding                                               15,931                   15,863
  Average dilutive stock options and restricted stock                                132                        -
  BUCS                                                                                77                        -
  Series A Preferred Stock                                                         6,515                        -
                                                                         -------------------    --------------------

Diluted shares                                                                    22,655                   15,863
                                                                         ===================    ====================
</TABLE>

     For the three  months  ended  March 31,  2004,  conversion  of the BUCS was
antidilutive.  Stock options to purchase  253,040  shares of common stock during
the three months ended March 31, 2005 and 481,150 shares during the three months
ended March 31, 2004 were  excluded  from the  calculation  of diluted  earnings
(loss) per share  because the  exercise  price for such options was greater than
the average  market price of the common  shares and such options were  therefore
antidilutive  during the respective  period.  An additional  23,255  incremental
stock options and  restricted  shares were  excluded  from the 2004  calculation
because they were  antidilutive due to the loss in that period.  As of March 31,
2005,  net income  attributable  to common  stockholders  included  $1.1 million
($0.28 per outstanding share) of undeclared  dividends on its Series A Preferred
Stock.

Note 14 - Business segment information

     The Company's  production  facilities are located in the U.S., U.K., France
and Italy,  and its products are sold throughout the world.  The Company's Chief
Executive  Officer is the Company's chief  operating  decision maker ("CODM") as
that  term  is  defined  in SFAS  No.  131,  Disclosures  about  Segments  of an
Enterprise  and Related  Information.  The CODM receives  financial  information
about TIMET from which he makes decisions  concerning  resource  utilization and
performance analysis only on a global, consolidated basis. Based upon this level
of  decision-making,  the  Company  currently  has one  segment,  its  worldwide
"Titanium  melted and mill products"  segment.  Sales,  gross margin,  operating
income,  inventory  and  receivables  are the key  management  measures  used to
evaluate segment  performance.  The following table provides segment information
supplemental to the Company's Consolidated Financial Statements:

                                     - 19 -

<PAGE>

<TABLE>

                                                                                Three months ended March 31,
                                                                         -------------------------------------------
                                                                                2005                   2004
                                                                         -------------------    --------------------
                                                                               ($ in thousands, except product
                                                                                        shipment data)
<S>                                                                      <C>                    <C>
Titanium melted and mill products:
   Melted product net sales                                              $        22,237        $          17,395
   Mill product net sales                                                        113,925                   90,675
   Other product sales                                                            19,073                   12,418
                                                                         -------------------    --------------------

                                                                         $       155,235        $         120,488
                                                                         ===================    ====================

Melted product shipments:
   Volume (metric tons)                                                            1,415                    1,420
   Average selling price ($ per kilogram)                                $         15.60                    12.25

Mill product shipments:
   Volume (metric tons)                                                            3,100                    2,925
   Average selling price ($ per kilogram)                                $         36.75                    31.00

</TABLE>

Note 15 - Accounting principles not yet adopted

     In  November  2004,  the FASB  issued SFAS No.  151,  Inventory  Costs,  an
amendment of ARB No. 43, Chapter 4 ("SFAS No. 151"),  which  clarifies the types
of costs that should be expensed  rather than  capitalized  as  inventory.  This
statement  also  clarifies the  circumstances  under which fixed  overhead costs
associated with operating  facilities involved in inventory processing should be
capitalized.  The guidance is effective  for  inventory  costs  incurred  during
fiscal years  beginning after June 15, 2005, and the Company will adopt SFAS No.
151 no later than  January 1,  2006.  The  Company  has not yet  determined  the
impact,  if any, that this  statement  will have on its  consolidated  financial
position or results of operations.

     In December 2004, the FASB issued SFAS No. 123 (revised 2004),  Share-Based
Payment  ("SFAS No.  123R"),  which replaces SFAS No. 123 and supersedes APB No.
25. SFAS No. 123R requires the measurement of all employee  share-based payments
to employees,  including  grants of employee stock options,  to be recognized in
the financial  statements  based on their fair values.  Under SFAS No. 123R, the
pro forma disclosures  previously permitted under SFAS No. 123 will no longer be
an  alternative  to  financial  statement  recognition.   As  permitted  by  SEC
regulations, the Company will adopt SFAS No. 123R as of January 1, 2006 and does
not believe the adoption of SFAS No. 123R will have any effect on the  Company's
financial  position  or results  of  operations,  as all of TIMET's  outstanding
options will be fully vested as of the adoption date.

                                     - 20 -

<PAGE>


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

RESULTS OF OPERATIONS

     Summarized  financial  information.  The following table summarizes certain
information  regarding the Company's  results of operations for the three months
ended  March 31,  2005 and 2004.  Average  selling  prices,  as  reported by the
Company,  are a reflection  of not just actual  selling  prices  received by the
Company,  but also include other related factors such as currency exchange rates
and customer  and product mix during a given  period.  Consequently,  changes in
average  selling  prices  from  period to period  will be  impacted  by  changes
occurring not just in actual  prices,  but by these other  factors as well.  The
percentage  change  information  presented  below  represents  changes  from the
respective  prior  year.  See  "Results  of  Operations  - Outlook"  for further
discussion of the Company's business expectations for the remainder of 2005.

<TABLE>

                                                                              Three months ended March 31,
                                                                        ------------------------------------------
                                                                               2005                   2004
                                                                        --------------------    ------------------
                                                                              ($ in thousands, except product
                                                                                        shipment data)
<S>                                                                     <C>                     <C>
Net sales:
   Melted products                                                      $        22,237         $        17,395
   Mill products                                                                113,925                  90,675
   Other products                                                                19,073                  12,418
                                                                        --------------------    ------------------

Net sales                                                               $       155,235         $       120,488

Gross margin                                                            $        28,955         $        12,785

Gross margin percent of net sales                                                    19%                     11%

Melted product shipments:
   Volume (metric tons)                                                           1,420                   1,415
   Average selling price ($ per kilogram)                               $         15.60         $         12.25

Mill product shipments:
   Volume (metric tons)                                                           3,100                   2,925
   Average selling price ($ per kilogram)                               $         36.75         $         31.00

Percentage change in:
   Sales volume:
     Melted products                                                                  -                     +44
     Mill products                                                                   +6                     +26

   Average selling prices:
       Melted products                                                              +27                      -6
       Mill products                                                                +19                      -3

   Selling prices - excludes changes in product mix:
       Melted products                                                              +17                      -4
       Mill products in U.S. dollars                                                +15                      +2
       Mill products in billing currencies (1)                                      +13                      -3

------------------------------------------------------------------------------------------------------------------
<FN>

(1)  Excludes the effect of changes in foreign currencies.
</FN>
</TABLE>


                                     - 21 -

<PAGE>


     First  quarter of 2005 compared to first  quarter of 2004.  Melted  product
sales  increased  28% and mill  product  sales  increased  26%  during the first
quarter of 2005 compared to the year ago period,  primarily  due to  significant
increases in average  selling prices for both melted and mill products.  Average
selling prices use actual customer and product mix and foreign currency exchange
rates prevailing  during the respective  periods.  The Company's melted products
are generally sold only in U.S. dollars.  Average selling prices for both melted
and mill products were  positively  affected by current  market  conditions  and
changes in customer and product mix. Mill product  average  selling  prices were
also  positively  affected by the weakening of the U.S.  dollar compared to both
the British pound sterling and the euro.

     In addition to average selling price  increases,  the first quarter of 2005
was positively impacted by a 6% increase in mill product sales volume, primarily
driven by increased demand from the commercial aerospace market.  Melted product
sales volume  remained  flat during the first quarter of 2005 as compared to the
year-ago period.

     Effective  January 1, 2005,  the Company  changed its method for  inventory
costing from the LIFO cost method to the specific identification cost method for
the  approximate  40%  of  the  Company's  consolidated  inventories  previously
accounted for under the LIFO cost method.  With the significant  volatility seen
recently in raw material prices,  the Company believes this change in accounting
method provides a better matching of revenues and expenses. As required by GAAP,
the Company has restated its financial statements for prior periods. As a result
of this change, the Company's cost of sales for the three months ended March 31,
2004 was  restated  to $107.7  million,  a  decrease  of $0.4  million  from the
previously  reported  amount.  See Notes 1 and 2 to the  Consolidated  Financial
Statements.

     Gross  margin  (net  sales less cost of sales)  increased  during the first
quarter of 2005 compared to the year ago period  primarily due to improved plant
operating  rates  (from  73% in the  first  quarter  of 2004 to 80% in the first
quarter of 2005) and  increased  selling  prices.  These  positive  effects were
offset by charges to cost of sales during the 2005 period for:

     o    $1.3 million of additional costs during the 2005 period related to the
          accrual  of  certain  employee  incentive  compensation  payments,  as
          compared to the first quarter of 2004; and

     o    A $1.2  million  noncash  impairment  charge  during  the 2005  period
          related  to  the  Company's   abandonment  of  certain   manufacturing
          equipment.

     In addition, gross margin during the 2004 period was positively affected by
a $1.6 million  reduction in cost of sales  related to the  modification  of the
Company's vacation policy. On January 1, 2004, the Company modified its vacation
policy for its U.S. salaried employees,  whereby such employees no longer accrue
their entire  year's  vacation  entitlement  on January 1, but rather accrue the
current year's vacation entitlement over the course of the year.

     Selling,  general,  administrative  and development  expenses increased 30%
from $9.5 million  during the first quarter of 2004 to $12.4 million  during the
first quarter of 2005,  principally  as a result of (i) $1.0 million of auditing
and   consulting   costs   relative  to  the  Company's   compliance   with  the
Sarbanes-Oxley Act's internal control requirements, (ii) $0.3 million additional
costs related to the accrual of certain employee incentive compensation payments
and (iii) a $0.3 million  reduction in the first  quarter of 2004 related to the
previously discussed change in the Company's vacation policy.

                                     - 22 -

<PAGE>


     The Company recognized equity in earnings of joint ventures of $0.8 million
during the first  quarter of 2005,  compared to equity in losses of $0.1 million
during the first quarter of 2004. This change was principally due to an increase
in the operating results of VALTIMET,  the Company's  minority-owned welded tube
joint venture.

     Net other income  (expense)  increased  during the first quarter  primarily
related to the Company's  receipt of $1.8 million from  settlement of a customer
claim during the first quarter of 2005 regarding prior order  cancellations from
such customer.

     Non-operating income (expense).

<TABLE>

                                                                              Three months ended March 31,
                                                                        ------------------------------------------
                                                                               2005                   2004
                                                                        --------------------    ------------------
                                                                                     ($ in thousands)

<S>                                                                     <C>                     <C>
Interest expense on debt payable to the Capital Trust                   $          (199)        $        (3,751)
Interest expense on bank debt and capital leases                                   (475)                   (558)
                                                                        --------------------    ------------------

                                                                        $          (674)        $        (4,309)
                                                                        ====================    ==================

Dividend and interest income                                            $           487         $           100
Equity in earnings of common
   securities of the Capital Trust                                                  103                     113
Foreign exchange gains                                                              260                     472
Other, net                                                                         (107)                     53
                                                                        --------------------    ------------------

                                                                        $           743         $           738
                                                                        ====================    ==================

</TABLE>

     Prior to September 1, 2004,  quarterly  interest  expense on the  Company's
debt payable to the Capital Trust  approximated  $3.4 million,  exclusive of any
accrued  interest on deferred  interest  payments.  On  September  1, 2004,  the
Company  exchanged  97.1%  of its  outstanding  BUCS  for  its  6.75%  Series  A
Convertible  Preferred Stock (the "Series A Preferred Stock").  Interest expense
related to the remaining debt payable to the Capital Trust is approximately $0.2
million  per  quarter,  partially  offset by $0.1  million of equity in earnings
related to the Company's holdings of the common securities of the Capital Trust.

     Dividends and interest income during the first quarter of 2005 consisted of
dividends  received on the Company's  investments  in marketable  securities and
interest  income  earned on cash and cash  equivalents.  Dividends  and interest
income  during the first  quarter of 2004  consisted  solely of interest  income
earned on cash and cash equivalents.

     Income  taxes.  The Company  operates in several tax  jurisdictions  and is
subject to varying income tax rates.  As a result,  the geographic mix of pretax
income or loss can impact the  Company's  overall  effective  tax rate.  For the
three months ended March 31, 2005 and 2004, the Company's income tax rate varied
from the U.S. statutory rate primarily due to changes in the deferred income tax
valuation  allowance related to the Company's tax attributes with respect to the
"more-likely-than-not" recognition criteria during those periods. See Note 10 to
the Consolidated Financial Statements.  The Company's current income tax expense
during the three months ended March 31, 2004 relates primarily to its operations
in France.

                                     - 23 -

<PAGE>


     The  Company  periodically  reviews  its  deferred  income  tax  assets  to
determine  if future  realization  is more  likely  than not.  During  the first
quarter of 2005, based on the Company's recent history of U.S. income,  its near
term  outlook and the effect of its change in method of  inventory  costing from
the LIFO cost method to the specific identification cost method for U.S. federal
income tax purposes (see Note 1 to the Consolidated Financial  Statements),  the
Company  changed its  estimate of its ability to utilize the tax benefits of its
U.S.  NOL  carryforwards,  AMT  credit  carryforwards  and other net  deductible
temporary  differences  (other than the Company's  capital loss  carryforwards).
Consequently,  the Company  determined  that its net  deferred  income tax asset
related  to  such  U.S.  tax  attributes  and  other  net  deductible  temporary
differences   now  meets  the   "more-likely-than-not"   recognition   criteria.
Accordingly,  the Company  reversed  $14.3  million of the  valuation  allowance
attributable  to such deferred income tax asset in the first quarter of 2005. In
addition, the Company's deferred income tax asset valuation allowance related to
income from  continuing  operations  decreased by $3.0 million  during the first
quarter of 2005,  primarily due to the utilization of the U.S. NOL carryforward.
The Company's  remaining U.S. valuation  allowance  attributable to its U.S. net
deferred income tax asset (other than the Company's  capital loss  carryforward)
of $14.6  million  will be reversed  during the final three  quarters of 2005 in
accordance with the GAAP  requirements of accounting for income taxes at interim
dates.

     During the first quarter of 2005,  based on the Company's recent history of
U.K.  income,  its near term outlook and its historic  U.K.  profitability,  the
Company also  changed its estimate of its ability to utilize its net  deductible
temporary  differences and other tax attributes  related to the U.K.,  primarily
comprised of (i) the future  benefits  associated  with the reversal of its U.K.
minimum pension liability deferred income tax asset and (ii) the benefits of its
U.K.  NOL  carryforward.  Consequently,  the  Company  determined  that  its net
deferred  income  tax asset in the U.K.  now  meets  the  "more-likely-than-not"
recognition  criteria.  Accordingly,  the Company  reversed $11.5 million of the
valuation allowance  attributable to such deferred income tax asset in the first
quarter of 2005. In addition,  the Company's deferred income tax asset valuation
allowance related to income from continuing operations decreased by $1.1 million
during the first quarter of 2005,  primarily due to the  utilization of the U.K.
NOL  carryforward.  The Company's  remaining  U.K.  valuation  allowance of $0.8
million will be reversed  during the final three  quarters of 2005 in accordance
with the GAAP requirements of accounting for income taxes at interim dates.

     Dividends on Series A Preferred  Stock.  Shares of the  Company's  Series A
Preferred  Stock are  convertible,  at any  time,  at the  option of the  holder
thereof,  into one and two-thirds shares of the Company's common stock,  subject
to adjustment in certain events. The Series A Preferred Stock is not mandatorily
redeemable,  but is  redeemable  at the  option  of the  Company  under  certain
circumstances.  When,  as and if declared by the  Company's  board of directors,
holders of the Series A Preferred Stock are entitled to receive  cumulative cash
dividends at the rate of 6.75% of the $50 per share  liquidation  preference per
annum per share  (equivalent  to $3.375 per annum per share).  The Company  paid
dividends of $3.3 million to holders of the Series A Preferred  Stock during the
three months ended March 31, 2005.

                                     - 24 -

<PAGE>


     European  operations.  The Company has  substantial  operations  located in
Europe,  principally  the  U.K.,  France  and  Italy.  Approximately  42% of the
Company's sales  originated in Europe for the three months ended March 31, 2005,
of which approximately 63% were denominated in the British pound sterling or 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,  and the European subsidiaries are subject
to exchange rate  fluctuations  that may impact reported earnings and may affect
the  comparability  of  period-to-period  operating  results.  Borrowings of the
Company's  European   operations  may  be  in  U.S.  dollars  or  in  functional
currencies.  The Company's  export sales from the U.S. are  denominated  in U.S.
dollars and are not subject to currency exchange rate fluctuations.

     The  Company  does  not  use  currency  contracts  to  hedge  its  currency
exposures.  Net  currency  transaction  gains/losses  included in the  Company's
results of operations  were gains of $0.3 million  during the three months ended
March 31, 2005 and $0.5 million during the three months ended March 31, 2004. At
March 31, 2005,  consolidated  assets and liabilities  denominated in currencies
other than  functional  currencies  were  approximately  $41.8 million and $32.6
million,  respectively,  consisting  primarily  of U.S.  dollar  cash,  accounts
receivable and accounts payable.

     VALTIMET has entered into certain  derivative  financial  instruments  that
qualify  as cash  flow  hedges  under  GAAP.  The  Company's  pro-rata  share of
VALTIMET's  unrealized  net gains on such  derivative  financial  instruments is
included as a component of other comprehensive income.

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

     Over the past several  quarters,  the Company has seen the  availability of
raw  materials  tighten,  and,  consequently,  the prices for such raw  material
increase.  The Company  currently  expects  that a shortage in raw  materials is
likely  to  continue  throughout  2005 and into  2006,  which  could  limit  the
Company's  ability to produce  enough  titanium  products to fully meet customer
demand. In addition, the Company has certain long-term agreements that limit the
Company's  ability to pass on all of its  increased  raw  material  costs to its
customers.

     During  the third  quarter  of 2004,  the  Company  modified  its method of
calculating   its  backlog  to  include   purchase   orders  under   consignment
relationships.  The Company  believes  inclusion of these orders provides a more
accurate  reflection  of the  Company's  overall  backlog.  Using  the  modified
methodology for all periods,  the Company's backlog at the end of March 2005 was
$490 million,  a $40 million (9%) increase over the $450 million  backlog at the
end of December  2004 and a $230 million  (88%)  increase  over the $260 million
backlog at the end of March 2004.

                                     - 25 -

<PAGE>


     The Company  currently  expects  its full year 2005 sales  revenue to range
from $700 million to $730 million, which is a $50 million increase from previous
guidance,  primarily  due to  higher  average  selling  prices.  Full  year 2005
expected  product  volume  shipments for both melted  products and mill products
remain unchanged from previous  guidance.  The Company currently expects average
selling  prices to  increase  over  previous  guidance  by 10% to 15% for melted
products and 5% to 10% for mill products.

     The  Company's  cost of sales is affected by a number of factors  including
customer and product mix,  material yields,  plant operating rates, raw material
costs, labor and energy costs. Raw material costs,  which include sponge,  scrap
and alloys,  represent the largest portion of the Company's  manufacturing  cost
structure, and, as previously discussed, significant raw material cost increases
are expected to continue  during the remainder of 2005.  Scrap and certain alloy
prices have more than doubled from year ago prices,  and increased  energy costs
also continue to have a negative impact on gross margin.

     The Company currently expects production volumes to continue to increase in
2005, with overall capacity  utilization expected to approximate 80% in 2005 (as
compared to 75% in 2004).  However,  practical capacity utilization measures can
vary significantly based on product mix.

     Selling,  general,  administrative and development expenses for 2005 should
approximate  $51  million,  or  7.0% to 7.3% of net  sales,  which  is a  slight
increase from previous guidance  primarily related to increases in the Company's
expected information technology costs.

     The Company  currently  anticipates that it will receive orders from Boeing
for about 3.0 million  pounds of product  during 2005. At this  projected  order
level,  the  Company  expects to  recognize  about $17 million of income in 2005
under the Boeing LTA's take-or-pay provisions.

     The Company now expects  operating  income for 2005 to increase $20 million
from previous guidance to between $70 million and $85 million,  as a significant
portion of the effect of  increased  average  selling  prices  will be offset by
higher raw material costs.  Additionally,  the Company's previous 2005 operating
income  guidance  assumed  an  increase  in our LIFO  inventory  reserve  (and a
corresponding charge to operating income) of $10 million, which the Company will
no longer incur.

     Dividends on the  Company's  Series A Preferred  Stock  should  approximate
$13.2  million  in 2005.  The  Company  now  expects  full year 2005 net  income
attributable to common stockholders to range from $80 million to $95 million, an
increase of $45 million from our previous  guidance  primarily due to (i) higher
operating  income as previously  discussed and (ii) the $25.9 million income tax
benefit the Company  recognized during the first quarter related to the reversal
of the Company's  valuation  allowance  attributable  to its deferred income tax
assets in the U.S. and the U.K.

     Consistent with prior guidance,  these net income estimates include a $12.6
million  non-operating  gain related to the sale of certain property adjacent to
the  Company's  Henderson,  Nevada  plant  site to  BMI,  a  32%-owned  indirect
subsidiary  of Valhi.  This gain is primarily  comprised of (i) $12.0 million in
cash  received  upon  closing  of the  sale  (in  November  2004)  and  (ii) the
anticipated reversal of a $0.6 million accrual currently recorded by the Company
for potential  environmental  issues related to the property,  which  obligation
will be assumed by BMI. This gain has been deferred and will be recognized  when
the Company completes its construction of a water  conservation  facility on its
Henderson plant site and can cease use of certain  settling ponds located on the
property sold to BMI, currently expected to be in the second quarter of 2005.

                                     - 26 -

<PAGE>


     The Company currently expects to generate $5 million to $15 million in cash
flow from operations  during 2005, which is a $45 million decrease from previous
guidance  primarily due to a higher  projected  year end inventory  balance as a
result of increased raw material costs.  Depreciation  and  amortization  should
approximate $32 million in 2005. In May 2005, the Company announced its plans to
expand  its  existing  titanium  sponge  facility  in  Henderson,  Nevada.  This
expansion,  which the Company currently expects to complete by the first quarter
of 2007, will provide the capacity to produce an additional 4,000 metric tons of
sponge annually,  an increase of approximately 42% over current Henderson sponge
production capacity levels. The Company currently estimates the capital cost for
the project will approximate $38 million.  Capital  expenditures during 2005 are
now expected to approximate  $68 million,  which includes $25 million related to
the sponge facility expansion.

     The Company  currently  expects to make  contributions  of approximately $9
million to its defined  benefit  pension plans during 2005, and expects  pension
expense to approximate $8 million in 2005.

     Non-GAAP  financial  measures.  In an  effort  to  provide  investors  with
information  in addition to the Company's  results as  determined  by GAAP,  the
Company has  provided  the  following  non-GAAP  financial  disclosures  that it
believes may provide useful information to investors:

     o    The  Company  discloses  percentage  changes  in its  melted  and mill
          product  selling prices in U.S.  dollars,  which have been adjusted to
          exclude the effects of changes in product  mix.  The Company  believes
          such disclosure  provides useful  information to investors by allowing
          them to analyze such changes  without the impact of changes in product
          mix, thereby facilitating period-to-period comparisons of the relative
          changes in average  selling  prices.  Depending on the  composition of
          changes in  product  mix,  the  percentage  change in  selling  prices
          excluding  the effect of changes in product mix can be higher or lower
          than such  percentage  change  would be using the actual  product  mix
          prevailing during the respective periods; and

     o    In  addition  to  disclosing  percentage  changes in its mill  product
          selling  prices  adjusted to exclude the effects of changes in product
          mix, the Company also  discloses  such  percentage  changes in billing
          currencies, which have been further adjusted to exclude the effects of
          changes in foreign currency  exchange rates. The Company believes such
          disclosure  provides useful  information to investors by allowing them
          to  analyze  such  changes  without  the  impact of changes in foreign
          currency  exchange  rates,   thereby   facilitating   period-to-period
          comparisons of the relative  changes in average  selling prices in the
          various actual billing  currencies.  Generally,  when the U.S.  dollar
          strengthens (weakens) against other currencies,  the percentage change
          in selling  prices in billing  currencies  will be higher (lower) than
          such   percentage   changes  would  be  using  actual  exchange  rates
          prevailing during the respective periods.

                                     - 27 -

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     The Company's  consolidated cash flows for the three months ended March 31,
2005 and 2004 are presented  below. The following  discussion  should be read in
conjunction  with the  Company's  Consolidated  Financial  Statements  and Notes
thereto.
<TABLE>

                                                                               Three months ended March 31,
                                                                        --------------------------------------------
                                                                               2005                    2004
                                                                        --------------------    --------------------
                                                                                      (In thousands)
<S>                                                                     <C>                     <C>
Cash (used) provided by:
   Operating activities                                                 $          24,164       $         14,177
   Investing activities                                                           (13,075)               (16,054)
   Financing activities                                                            (4,453)                  (403)
                                                                        --------------------    --------------------

   Net cash (used) provided by operating,
     investing and financing activities                                 $           6,636       $         (2,280)
                                                                        ====================    ====================
</TABLE>

     Operating  activities.  The titanium  industry  historically  has derived a
substantial portion of its business from the aerospace  industry.  The aerospace
industry is cyclical,  and changes in economic  conditions  within the aerospace
industry  significantly  impact the Company's earnings and operating cash flows.
Cash flow from  operations  is  considered  a  primary  source of the  Company's
liquidity.  Changes in titanium pricing,  production volume and customer demand,
among other things, could significantly affect the Company's liquidity.

     Certain items  included in the  determination  of net income (loss) have an
impact on cash flows from operating activities,  but the impact of such items on
cash may differ from their impact on net income.  For example,  pension  expense
and OPEB expense will generally  differ from the outflows of cash for payment of
such benefits. In addition, relative changes in assets and liabilities generally
result from the timing of production, sales and purchases. Such relative changes
can  significantly  impact the  comparability  of cash flow from operations from
period to period,  as the income  statement  impact of such items may occur in a
different period than that in which the underlying cash transaction  occurs. For
example,  raw materials may be purchased in one period, but the cash payment for
such raw materials may occur in a subsequent period. Similarly, inventory may be
sold in one period,  but the cash  collection of the  receivable  may occur in a
subsequent period.

     Net income  attributable to common  stockholders  was $38.1 million for the
three months ended March 31, 2005, compared to a net loss attributable to common
stockholders of $1.2 million for the three months ended March 31, 2004.

     Accounts  receivable  increased  during the first three  months of 2005 and
2004 primarily as a result of increased sales.  Inventories increased during the
first  three  months  of 2005 and 2004 as a result  of  increased  run rates and
related  inventory build in order to meet expected  customer demand,  as well as
the effects of increased raw material costs.

                                     - 28 -

<PAGE>


     Changes in accounts payable and accrued  liabilities  reflect,  among other
things,  the timing of payments to suppliers of titanium sponge,  titanium scrap
and other raw material purchases. Additionally, accrued liabilities increased in
part  due to a $1.6  million  increase  in the  Company's  accrual  for  certain
employee incentive  compensation  payments expected to be made for 2005. Accrued
liabilities decreased during the first three months of 2004 primarily due to (i)
payment of the $2.8 million  final  installment  related to  termination  of the
Company's  prior  agreement  with  Wyman-Gordon  Company,  (ii) a  $1.6  million
reduction  in  the  Company's   accrued   vacation   related  to  the  Company's
modification of its vacation policy for its U.S. salaried  employees and (iii) a
$2.1 million reclassification of the Company's defined benefit pension liability
from current to noncurrent,  as the current cash contribution  requirements were
reduced significantly based on the Pension Funding Equity Act of 2004.

     In April 2005,  the Company  made  approximately  $8 million of  previously
accrued  incentive  compensation  payments to its employees  related to services
performed during 2004.

     The increase in customer advances during the first three months of 2005 and
2004 primarily  reflects the Company's  receipt of a $27.9 million  advance from
Boeing in each of January 2005 and 2004,  partially offset by the application of
customer  purchases.  Under the terms of the Boeing LTA,  in years 2002  through
2007,  Boeing  advances  TIMET $28.5 million  annually,  less $3.80 per pound of
titanium  product  purchased  from  TIMET by Boeing  subcontractors  during  the
preceding year.

     Investing activities. The Company's capital expenditures were $13.7 million
for the three  months  ended March 31,  2005,  compared to $3.3  million for the
comparable  period  in  2004,  principally  for  replacement  of  machinery  and
equipment  and for  capacity  maintenance.  The 2005 amount also  includes  $6.6
million related to construction in progress on the water conservation  facility.
During the first  quarter of 2004,  the Company  purchased  1,277,710  shares of
CompX Class A common  stock for $12.8  million.  See Note 3 to the  Consolidated
Financial Statements.

     Financing  activities.  Cash used during the three  months  ended March 31,
2005 related  primarily to the Company's net debt repayments of $2.2 million and
the payment of $3.3  million of dividends  on the  Company's  Series A Preferred
Stock. Additionally, the Company received $1.0 million of cash from the issuance
of common stock related to the exercise of certain employee stock options during
the 2005  period.  The Company had zero net  borrowings  during the three months
ended March 31, 2004.

     Borrowing  arrangements.  Under the terms of the Company's U.S. asset-based
revolving  credit  agreement,  which matures in February  2006,  borrowings  are
limited to the lesser of $105  million or a  formula-determined  borrowing  base
derived  from  the  value  of  accounts  receivable,   inventory  and  equipment
("borrowing  availability").  During  the first  quarter  of 2004,  the  Company
amended its U.S. credit  facility to, among other things,  allow the Company the
flexibility  to remove the equipment  component  from the  determination  of the
Company's  borrowing  availability  in order to avoid the costs of an appraisal.
The Company took advantage of this flexibility during the first quarter of 2004,
effectively reducing the Company's current borrowing availability in the U.S. by
$12 million.  However, the Company can regain this availability by completing an
updated equipment appraisal.  Interest currently accrues at rates based on LIBOR
plus 2% and  bank  prime  rate  plus  0.5%.  Borrowings  are  collateralized  by
substantially all of the Company's U.S. assets.

                                     - 29 -

<PAGE>


     The U.S. credit agreement prohibits the payment of distributions in respect
of the Capital  Trust's BUCS and dividends on the  Company's  Series A Preferred
Stock  if  "excess  availability"   (defined  as  borrowing   availability  less
outstanding  borrowings and certain  contractual  commitments such as letters of
credit)  is  less  than  $25  million.  Further,  the  credit  agreement  limits
additional  indebtedness and prohibits the payment of dividends on the Company's
common  stock  if  excess  availability  is  less  than  $40  million,  requires
compliance  with  certain  financial  covenants,  including  a minimum net worth
covenant  and a fixed  charge  ratio  covenant,  and  contains  other  covenants
customary in lending  arrangements  of this type.  The Company was in compliance
with all covenants for all periods  during the three months ended March 31, 2005
and 2004. As of March 31, 2005, the Company had outstanding borrowings under the
U.S.  credit   agreement  of  $41.0  million,   and  excess   availability   was
approximately  $51  million.  Under this  agreement,  the Company is required to
maintain a lock box  arrangement  whereby  daily net cash  receipts  are used to
reduce outstanding borrowings.  Accordingly,  any outstanding balances under the
U.S. credit agreement are classified as a current  liability,  regardless of the
maturity date of the agreement.

     The Company's  subsidiary,  TIMET UK, has a credit  agreement that provides
for   borrowings   limited   to  the   lesser  of   (pound)22.5   million  or  a
formula-determined borrowing base derived from the value of accounts receivable,
inventory and  property,  plant and equipment  ("borrowing  availability").  The
credit  agreement  includes  revolving and term loan facilities and an overdraft
facility (the "U.K.  Facilities") and matures in May 2006.  Borrowings under the
U.K.  Facilities can be in various  currencies  including U.S. dollars,  British
pounds sterling and euros and are  collateralized  by substantially all of TIMET
UK's  assets.  Interest  generally  accrues at LIBOR plus 1.25% for U.S.  dollar
borrowings  and the  bank's  Base Rate plus  1.25% for  British  pound  sterling
borrowings.  The U.K.  Facilities  require the maintenance of certain  financial
ratios and covenants,  including a consolidated net worth covenant. TIMET UK was
in compliance  with all covenants for all periods  during the three months ended
March 31, 2005 and 2004.  As of March 31,  2005,  the Company had no  borrowings
under the U.K. Facilities,  and unused borrowing  availability was approximately
$43 million.

     TIMET UK is currently  finalizing a new three-year working capital facility
that will provide for borrowings of up to (pound)22.5 million and is expected to
require the maintenance of certain  financial ratios and covenants,  including a
consolidated  net worth  covenant.  This agreement will replace the current U.K.
credit agreement.

     The Company also has  overdraft  and other credit  facilities at certain of
its other European  subsidiaries.  These  facilities  accrue interest at various
rates and are payable on demand. As of March 31, 2005, there were no outstanding
borrowings  under  these  facilities,  and  unused  borrowing  availability  was
approximately $16 million.

     No dividends were paid by TIMET on its common stock during the three months
ended March 31, 2005 or 2004. During the quarter ended March 31, 2005, the TIMET
paid $3.3 million in dividends on its Series A Preferred Stock.

     Legal and environmental  matters. See Note 12 to the Consolidated Financial
Statements for discussion of legal and  environmental  matters,  commitments and
contingencies.

                                     - 30 -

<PAGE>


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

     Corporations  that may be deemed to be controlled by or affiliated with Mr.
Simmons sometimes engage in (i) intercorporate  transactions such as guarantees,
management and expense  sharing  arrangements,  shared fee  arrangements,  joint
ventures,  partnerships,  loans, options, advances of funds on open account, and
sales,  leases and  exchanges  of assets,  including  securities  issued by both
related and  unrelated  parties,  and (ii)  common  investment  and  acquisition
strategies,   business   combinations,    reorganizations,    recapitalizations,
securities  repurchases,  and  purchases and sales (and other  acquisitions  and
dispositions)  of  subsidiaries,   divisions  or  other  business  units,  which
transactions  have involved both related and unrelated parties and have included
transactions  which  resulted  in the  acquisition  by one  related  party  of a
publicly-held  minority equity  interest in another  related party.  The Company
continuously considers, reviews and evaluates such transactions, and understands
that  Contran,  Valhi and related  entities  consider,  review and evaluate such
transactions.  Depending  upon  the  business,  tax and  other  objectives  then
relevant,  it is possible  that the Company might be a party to one or more such
transactions in the future.

Item 4. CONTROLS AND PROCEDURES

     Evaluation of disclosure  controls and procedures.  The Company maintains a
system of disclosure controls and procedures.  The term "disclosure controls and
procedures,"  as defined by  regulations  of the SEC,  means  controls and other
procedures that are designed to ensure that information required to be disclosed
in the reports that the Company files or submits to the SEC under the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"), is recorded,  processed,
summarized  and reported,  within the time periods  specified in the SEC's rules
and forms.  Disclosure  controls and  procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  by the  Company  in the  reports  that it files or submits to the SEC
under  the  Exchange  Act is  accumulated  and  communicated  to  the  Company's
management,   including  its  principal  executive  officer  and  its  principal
financial officer,  or persons  performing similar functions,  as appropriate to
allow timely  decisions to be made  regarding  required  disclosure.  Each of J.
Landis  Martin,  the  Company's  Chairman  of the  Board,  President  and  Chief
Executive Officer,  and Bruce P. Inglis, the Company's Vice President - Finance,
Corporate  Controller  and Treasurer,  have  evaluated the Company's  disclosure
controls and procedures as of March 31, 2005. Based upon their evaluation, these
executive  officers have  concluded that the Company's  disclosure  controls and
procedures are effective as of the date of such evaluation.

                                     - 31 -

<PAGE>


     Internal  control over  financial  reporting.  The Company  also  maintains
internal  control over  financial  reporting.  The term  "internal  control over
financial  reporting,"  as defined by  regulations  of the SEC,  means a process
designed by, or under the supervision of, the Company's  principal executive and
principal  financial  officers,  or persons performing  similar  functions,  and
effected by the Company's board of directors, management and other personnel, to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with GAAP, and includes those policies and procedures that:

     o    Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the Company;

     o    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with GAAP, and that receipts and expenditures of the Company are being
          made  only  in  accordance  with   authorizations  of  management  and
          directors of the Company; and

     o    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  Company's
          assets that could have a material effect on the Company's Consolidated
          Financial Statements.

     As permitted by the SEC, the Company's  assessment of internal control over
financial  reporting  excludes (i) internal control over financial  reporting of
its equity method  investees and (ii) internal  control over the  preparation of
the Company's financial statement schedules required by Article 12 of Regulation
S-X.  However,  the  Company's  assessment  of internal  control over  financial
reporting with respect to the Company's  equity method investees did include its
controls over the recording of amounts related to the Company's investments that
are recorded in its Consolidated  Financial Statements,  including controls over
the  selection  of  accounting  methods  for  the  Company's  investments,   the
recognition  of  equity  method  earnings  and  losses  and  the  determination,
valuation and recording of the Company's investment account balances.

     Changes in internal  control over  financial  reporting.  There has been no
change to the Company's  internal  control over financial  reporting  during the
quarter  ended March 31, 2005 that has  materially  affected,  or is  reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.

                                     - 32 -

<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 2004
Annual Report for descriptions of certain previously reported legal proceedings.

Item 6. EXHIBITS

     10.1 Letter  dated  March 2, 2005 to amend  Loan and  Overdraft  Facilities
          between  Lloyds TSB Bank plc and TIMET UK Limited  dated  December 20,
          2002

     18.1 Letter from PricewaterhouseCoopers LLP regarding the preferable change
          in the Company's accounting for inventory effective January 1, 2005

     31.1 Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002

     31.2 Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002

     32.1 Certification  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
          2002


     Note:The Company  has  retained a signed  original  of any  exhibit  listed
          above that contains signatures,  and the Company will provide any such
          exhibit to the SEC or its staff upon request.  Such request  should be
          directed to the attention of the Company's  Corporate Secretary at the
          Company's  corporate  offices  located at 1999  Broadway,  Suite 4300,
          Denver, Colorado 80202.

                                     - 33 -

<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
                                         ---------------------------------------



Date: May 10, 2005                   By  /s/ J. Landis Martin
                                         ---------------------------------------
                                         J. Landis Martin
                                         Chairman of the Board, President and
                                           Chief Executive Officer


Date: May 10, 2005                   By  /s/ Bruce P. Inglis
                                         ---------------------------------------
                                         Bruce P. Inglis
                                         Vice President - Finance, Corporate
                                           Controller and Treasurer



                                     - 34 -