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 quarter ended June 30, 2000
                                                      -------------
                                       OR

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


                         Commission file number 0-28538
                                                -------
                           Titanium Metals Corporation
     ----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




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





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




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


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

                               Yes X    No
                               -------- ---------


Number of shares of common stock outstanding on July 31, 2000: 31,841,405.
                                                               -----------

<PAGE>
                           FORWARD-LOOKING INFORMATION

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

<PAGE>
<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                                      INDEX

                                                                                     Page
                                                                                    number

<S>                                                                                  <C>
PART I.       FINANCIAL INFORMATION

         Item 1.    Financial Statements.

                    Consolidated Balance Sheets - December 31, 1999 and
                      June 30, 2000                                                   2-3

                    Consolidated Statements of Operations - Three months and
                      six months ended June 30, 1999 and 2000                          4

                    Consolidated Statements of Comprehensive Loss - Three
                      months and six months ended June 30, 1999 and 2000               5

                    Consolidated Statements of Cash Flows - Six
                      months ended June 30, 1999 and 2000                             6-7

                    Consolidated Statement of Stockholders' Equity - Six
                      months ended June 30, 2000                                       8

                    Notes to Consolidated Financial Statements                        9-14

         Item 2.    Management's Discussion and Analysis of Financial
                      Condition and Results of Operations.                           15-19

PART II.     OTHER INFORMATION

         Item 1.    Legal Proceedings.                                                20

         Item 4.    Submission of Matters to a Vote of Security Holders.              20

         Item 6.    Exhibits and Reports on Form 8-K.                                20-21
</TABLE>

                                      -1-
<PAGE>
<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

                                                                            December 31,              JUNE 30,
ASSETS                                                                          1999                    2000
                                                                         --------------------    --------------------

<S>                                                                             <C>                       <C>
Current assets:
  Cash and cash equivalents                                                     $  20,671                 $  6,230
  Accounts and other receivables, less
    allowance of $3,330 and $3,140                                                106,204                   80,792
  Receivable from related parties                                                   4,071                    6,265
  Refundable income taxes                                                          10,651                    3,823
  Inventories                                                                     191,535                  160,040
  Prepaid expenses and other                                                        7,177                    6,176
  Deferred income taxes                                                             2,250                    2,035
                                                                         --------------------    --------------------
     Total current assets                                                         342,559                  265,361
                                                                         --------------------    --------------------


Other assets:
  Investments in joint ventures                                                    26,938                   20,167
  Preferred securities                                                             80,000                   80,000
  Accrued dividends on preferred securities                                         6,530                    8,015
  Goodwill                                                                         54,789                   51,914
  Other intangible assets                                                          16,326                   14,492
  Deferred income taxes                                                             9,600                   19,966
  Other                                                                            12,979                   11,763
                                                                         --------------------    --------------------
     Total other assets                                                           207,162                  206,317
                                                                         --------------------    --------------------


Property and equipment:
  Land                                                                              6,230                    6,177
  Buildings                                                                        24,647                   26,253
  Information technology systems                                                   55,226                   53,923
  Manufacturing and other                                                         331,591                  318,704
  Construction in progress                                                          8,122                    5,698
                                                                         --------------------    --------------------
                                                                                  425,816                  410,755
  Less accumulated depreciation                                                    92,432                   96,597
                                                                         --------------------    --------------------
     Net property and equipment                                                   333,384                  314,158
                                                                         --------------------    --------------------

                                                                                $ 883,105               $ 785,836
                                                                         ====================    ====================
</TABLE>


                                      -2-
<PAGE>
<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)

LIABILITIES, MINORITY INTEREST AND                                           December 31,              JUNE 30,
STOCKHOLDERS' EQUITY                                                             1999                    2000
                                                                         -------------------    ---------------------

<S>                                                                            <C>                    <C>
Current liabilities:
  Notes payable                                                                $   9,635              $ 43,980
  Current maturities of long-term debt and
     capital lease obligations                                                    85,679                 2,086
  Accounts payable                                                                48,679                35,557
  Accrued liabilities                                                             42,879                36,648
  Payable to related parties                                                       1,984                 1,287
  Income taxes                                                                       516                   702
  Deferred income taxes                                                            5,049                 2,987
                                                                         -------------------    ---------------------
     Total current liabilities                                                   194,421               123,247
                                                                         -------------------    ---------------------

Noncurrent liabilities:
  Long-term debt                                                                  22,425                23,696
  Capital lease obligations                                                        9,776                 8,927
  Payable to related parties                                                       1,332                 1,332
  Accrued OPEB cost                                                               19,961                19,550
  Accrued pension cost                                                             5,634                 3,916
  Accrued environmental cost                                                           -                 3,262
  Deferred income taxes                                                           12,950                11,916
  Accrued dividends and other                                                          -                 4,518
                                                                         -------------------    ---------------------
     Total noncurrent liabilities                                                 72,078                77,117
                                                                         -------------------    ---------------------

Minority interest - Company-obligated mandatorily
  redeemable preferred securities of subsidiary trust
  holding solely subordinated debt securities
  ("Convertible Preferred Securities")                                           201,250               201,250
Other minority interest                                                            7,275                 8,222

Stockholders' equity:
  Preferred stock                                                                      -                     -
  Common stock                                                                       315                   319
  Additional paid-in capital                                                     347,984               350,035
  Retained earnings                                                               64,827                40,186
  Accumulated other comprehensive loss                                            (3,837)              (11,614)
  Treasury stock                                                                  (1,208)               (1,208)
  Deferred compensation                                                                -                (1,718)
                                                                         -------------------    ---------------------
     Total stockholders' equity                                                  408,081               376,000
                                                                         -------------------    ---------------------

                                                                               $ 883,105             $ 785,836
                                                                         ===================    =====================
</TABLE>

Commitments and contingencies (Note 10)

          See accompanying notes to consolidated financial statements.
                                      -3-
<PAGE>
<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                      (In thousands, except per share data)


                                                              Three months ended                   Six months ended
                                                                   June 30,                            June 30,
                                                        --------------------------------    --------------------------------
                                                             1999              2000             1999              2000
                                                        ---------------    -------------    --------------    --------------

<S>                                                         <C>                <C>              <C>               <C>
Revenues and other income:
  Net sales                                                 $127,608           $108,838         $261,744          $213,550
  Equity in losses of joint ventures                            (632)              (672)          (1,080)             (725)
  Other, net                                                     975              1,364            1,780             3,893
                                                        ---------------    -------------    --------------    --------------
                                                             127,951            109,530          262,444           216,718
                                                        ---------------    -------------    --------------    --------------

Costs and expenses:
  Cost of sales                                              113,504            107,619          235,774           215,630
  Selling, general, administrative and
     development                                              12,606             11,216           25,367            22,557
  Restructuring charge (credit)                                    -               (896)               -             2,805
  Interest                                                     1,691              1,996            2,986             4,258
                                                        ---------------    -------------    --------------    --------------
                                                             127,801            119,935          264,127           245,250
                                                        ---------------    -------------    --------------    --------------

   Income (loss) before income taxes,
      minority interest and extraordinary item                   150            (10,405)          (1,683)          (28,532)

Income tax expense (benefit)                                      53             (3,653)            (589)          (10,037)
Minority interest - Convertible Preferred
  Securities                                                   2,167              2,191            4,334             4,358
Other minority interest                                          423                575              961               915
                                                        ---------------    -------------    --------------    --------------

    Loss before extraordinary item                            (2,493)            (9,518)          (6,389)          (23,768)

Extraordinary item, early extinguishment of
   debt, net of tax                                                -                  -                -              (873)
                                                        ---------------    -------------    --------------    --------------

    Net loss                                               $  (2,493)         $  (9,518)       $  (6,389)         $(24,641)
                                                        ===============    =============    ==============    ==============


Basic and diluted loss per share:
  Before extraordinary item                                $    (.08)        $    (.30)        $    (.20)         $   (.76)
  Extraordinary item                                               -                 -                 -              (.03)
                                                        ---------------    -------------    --------------    --------------

                                                           $    (.08)        $    (.30)        $    (.20)         $   (.79)
                                                        ===============    =============    ==============    ==============

Basic and diluted weighted
   average shares outstanding                                 31,370            31,373            31,370            31,372
                                                        ===============    =============    ==============    ==============
</TABLE>
          See accompanying notes to consolidated financial statements.
                                      -4-
<PAGE>
<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

                                 (In thousands)

                                                              Three months ended                   Six months ended
                                                                   June 30,                            June 30,
                                                        --------------------------------    --------------------------------
                                                             1999              2000             1999              2000
                                                        ---------------    -------------    --------------    --------------

<S>                                                         <C>               <C>               <C>              <C>
Net loss                                                    $ (2,493)         $  (9,518)        $ (6,389)        $(24,641)

Other comprehensive loss - currency
   translation adjustment                                     (1,106)            (5,145)          (6,615)          (7,777)
                                                        ---------------    -------------    --------------    --------------

     Comprehensive loss                                     $ (3,599)          $(14,663)        $(13,004)        $(32,418)
                                                        ===============    =============    ==============    ==============
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       -5-

<PAGE>
<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     Six months ended June 30, 1999 and 2000

                                 (In thousands)

                                                                                       1999               2000
                                                                                  ---------------    ---------------

<S>                                                                                   <C>                <C>
Cash flows from operating activities:
  Net loss                                                                            $ (6,389)          $(24,641)
  Depreciation and amortization                                                         21,260             21,406
  Non cash restructuring charge                                                              -              2,405
  Non cash special charges                                                                   -              6,729
  Gain on sale of castings joint venture                                                     -             (1,205)
  Extraordinary loss on early extinguishment of debt, net                                    -                873
  Equity in losses of joint ventures, net of dividends received                          1,580                975
  Deferred income taxes                                                                 (1,300)           (11,781)
  Other minority interest                                                                  961                915
  Other, net                                                                                 -                 47
  Change in assets and liabilities:
    Receivables                                                                         21,345             21,437
    Inventories                                                                         18,546             27,061
    Prepaid expenses and other                                                           2,415                539
    Accounts payable and accrued liabilities                                           (24,700)           (16,266)
    Accrued restructuring charges                                                       (5,351)            (1,904)
    Income taxes                                                                         3,119              8,012
    Accounts with related parties, net                                                     256             (2,559)
    Accrued dividends on preferred securities                                           (2,775)            (1,485)
    Accrued dividends on Convertible Preferred Securities                                    -              3,358
    Other, net                                                                          (5,015)            (4,627)
                                                                                  ---------------    ---------------

      Net cash provided by operating activities                                         23,952             29,289
                                                                                  ---------------    ---------------

Cash flows from investing activities:

  Capital expenditures                                                                 (14,532)            (4,814)
  Proceeds from sale of castings joint venture                                               -              7,000
  Proceeds from sales of property and equipment                                          3,043                  -
  Other, net                                                                               209                  -
                                                                                  ---------------    ---------------

      Net cash provided (used) by investing activities                                 (11,280)             2,186
                                                                                  ---------------    ---------------

Cash flows from financing activities:
  Indebtedness:
    Borrowings                                                                          12,398            194,715
    Repayments                                                                         (32,161)          (240,805)
  Dividends paid                                                                        (2,509)                 -
  Other, net                                                                              (284)              (114)
                                                                                  ---------------    ---------------

      Net cash used by financing activities                                            (22,556)           (46,204)
                                                                                  ---------------    ---------------

      Net cash used by operating,
         investing and financing activities                                           $ (9,884)          $(14,729)
                                                                                  ===============    ===============
</TABLE>
                                      -6-
<PAGE>
<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                     Six months ended June 30, 1999 and 2000

                                 (In thousands)

                                                                                    1999                2000
                                                                                --------------    ---------------
<S>                                                                                 <C>                <C>
Cash and cash equivalents:
  Net increase (decrease) from:
    Operating, investing and financing activities                                   $  (9,884)         $(14,729)
    Currency translation                                                                 (536)              288
                                                                                --------------    ---------------
                                                                                      (10,420)          (14,441)
  Balance at beginning of period                                                       15,464            20,671
                                                                                --------------    ---------------
  Balance at end of period                                                          $   5,044         $   6,230
                                                                                ==============    ===============
Supplemental disclosures:
  Cash paid for:
     Interest, net of amounts capitalized                                           $   2,769         $   3,915
     Convertible Preferred Securities dividends                                         6,666             3,333
     Income taxes (refund), net                                                        (5,709)           (6,107)
</TABLE>
          See accompanying notes to consolidated financial statements.
                                       -7-

<PAGE>
<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                         Six months ended June 30, 2000

                                 (In thousands)

                                                                       Accumulated Other
                                                                       Comprehensive Loss
                                               Additional            -----------------------
                                Common  Common Paid-In    Retained   Currency      Pension    Treasury     Deferred
                                Shares  Stock  Capital    Earnings  Translation  Liabilities   Stock     Compensation   Total
                                ------- ------ ---------- --------- ------------ ------------ ---------- -------------- ----------
<S>                             <C>     <C>    <C>        <C>        <C>           <C>        <C>        <C>
Balance at December 31, 1999    31,371  $ 315  $ 347,984  $ 64,827   $      (37)   $ (3,800)  $ (1,208)  $          -   $ 408,081

Comprehensive loss                   -      -          -   (24,641)      (7,777)          -          -              -     (32,418)
Long-term incentive plan
  awards for 467,500 shares        468      4      2,041         -            -           -          -         (2,045)          -
Amortization of deferred
   compensation                      -      -         -          -            -           -          -            327         327
Other                                2      -        10          -            -           -          -              -          10
                                ------- ------ ---------- --------- ------------ ------------ ---------- -------------- ----------

Balance at June 30, 2000        31,841  $ 319  $ 350,035  $ 40,186     $ (7,814)   $ (3,800)  $ (1,208)  $     (1,718)  $ 376,000
                                ======= ====== ========== ========= ============ ============ ========== ============== ==========
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       -8-
<PAGE>

                           TITANIUM METALS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of presentation:

         The consolidated balance sheet of Titanium Metals Corporation ("TIMET")
and  subsidiaries  (collectively,  the  "Company") at December 31, 1999 has been
condensed from the Company's audited  consolidated  financial statements at that
date.  The  consolidated  balance  sheet at June 30,  2000 and the  consolidated
statements of  operations,  comprehensive  loss,  stockholders'  equity and cash
flows for the interim periods ended June 30, 1999 and 2000 have been prepared by
the  Company  without  audit.  In the  opinion of  management,  all  adjustments
necessary to present  fairly the  consolidated  financial  position,  results of
operations  and cash flows have been made. The results of operations for interim
periods are not necessarily  indicative of the operating  results of a full year
or of future  operations.  Certain prior year amounts have been  reclassified to
conform to the current year presentation.

         Certain  information  and  footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  condensed  or  omitted.  The  accompanying  consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial  statements  included in the Company's  Annual Report on Form 10-K for
the year ended December 31, 1999 (the "1999 Annual Report").

         The Company will adopt  Statement of  Financial  Accountants  Standards
("SFAS")  No.  133,   "Accounting   for  Derivative   Instruments   and  Hedging
Activities",  as amended,  no later than the first quarter of 2001. SFAS No. 133
establishes accounting standards for derivative  instruments,  including certain
derivative instruments embedded in other contracts,  and for hedging activities.
Under SFAS No. 133,  all  derivatives  will be  recognized  as either  assets or
liabilities and measured at fair value. The accounting for changes in fair value
of derivatives will depend upon the intended use of the derivative.  The Company
is currently  studying this new accounting rule, and the impact of adopting SFAS
No. 133, if any, will be dependent  upon the extent to which the Company is then
a party to derivative  contracts or engaged in hedging activities.  As permitted
by the  transition  requirements  of SFAS No. 133, as amended,  the Company will
exempt  from the scope of SFAS No. 133 all host  contracts  containing  embedded
derivatives which were issued or acquired prior to January 1, 1999.

         The Company will adopt the Securities and Exchange Commission's ("SEC")
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition", as amended, in
the fourth  quarter of 2000. SAB No. 101 provides  guidance on the  recognition,
presentation and disclosure of revenue, including specifying basic criteria that
must be met before  revenue  can be  recognized.  The Company  expects  that the
adoption  of SAB No.  101 will not have a  material  impact on its  consolidated
financial position, liquidity or results of operations.

         Basic  earnings  per share is based on the weighted  average  number of
unrestricted  common shares outstanding during each period (See Note 7). Diluted
earnings  per share  reflects  the  dilutive  effect of  common  stock  options,
restricted  stock  and,  if  applicable,   of  the  assumed  conversion  of  the
Convertible  Preferred  Securities.  The assumed  conversion of the  Convertible
Preferred Securities was omitted from the diluted earnings per share calculation
for the  interim  periods  ended June 30,  1999 and 2000  because the effect was
antidilutive.  The effect of the  conversion  on diluted  earnings per share for
both the 1999 and 2000 six-month  periods would have been to decrease net losses
by $4.4 million and increase  average shares  outstanding by 5.4 million shares.
Stock options and  restricted  shares  omitted from diluted  shares because they
were  antidilutive  were  1.6  million  and 1.8  million  in the  1999  and 2000
six-month periods, respectively.
                                      -9-
<PAGE>
Note 2 - Segment information:

         The Company is a  vertically  integrated  producer of titanium  sponge,
melted  products  (ingot and slab) and a variety of mill products for aerospace,
industrial  and other  applications.  The Company's  production  facilities  are
located  principally  in the United States,  United Kingdom and France,  and its
products are sold throughout the world.  These worldwide  integrated  activities
compose the Company's segment, "Titanium melted and mill products".

         The "Other"  segment  consisted of the  Company's  nonintegrated  joint
ventures, which investments have been either sold or charged off due to an asset
impairment.

         Operating  income  (loss),   inventory  and  receivables  are  the  key
management measures used to evaluate segment performance.  Operating loss of the
"Titanium  melted and mill  products"  segment for the six months ended June 30,
2000  includes  special  items  recorded  in the first  quarter of 2000 of $10.4
million,  consisting of $3.7 million of restructuring  charges,  $3.4 million of
equipment-related   impairment   charges  and  $3.3  million  of   environmental
remediation charges.  The restructuring  accrual was revised and a credit of $.9
million was recorded in the second  quarter of 2000 (See Note 4).  Substantially
all inventories  and  receivables at December 31, 1999 and June 30, 2000,  along
with  substantially  all depreciation and amortization and capital  expenditures
for the interim  periods  ended June 30, 1999 and 2000,  relate to the "Titanium
melted and mill products" segment.


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

                                                         Three months ended                  Six months ended
                                                              June 30,                           June 30,
                                                   -------------------------------    -------------------------------
                                                       1999             2000              1999             2000
                                                   -------------    --------------    -------------    --------------
                                                           (In thousands)                     (In thousands)
<S>                                                    <C>              <C>              <C>              <C>
Net sales:
  Titanium melted & mill products                      $127,161         $108,838         $ 261,240        $ 213,550
  Other                                                     885                -             1,337                -
  Eliminations                                             (438)               -              (833)               -
                                                   -------------    --------------    -------------    --------------

                                                       $127,608         $108,838         $ 261,744        $ 213,550
                                                   =============    ==============    =============    ==============


Mill products shipments:
  Volume (metric tons)                                   2,800             2,890             5,800            5,590
  Average price ($ per Kilogram)                       $ 35.00          $  28.65         $   34.75        $   29.70

Operating income (loss):
  Titanium melted & mill products                      $ 1,531          $ (9,468)        $     634        $ (27,883)
  Other                                                   (476)                -            (1,008)               -
                                                   -------------    --------------    -------------    --------------
                                                         1,055            (9,468)             (374)         (27,883)
Dividends and interest income                            1,530             1,406             3,063            3,054
General corporate income
  (expense), net                                          (744)             (347)           (1,386)             555
Interest expense                                        (1,691)           (1,996)           (2,986)          (4,258)
                                                   -------------    --------------    -------------    --------------

Income (loss) before income
  taxes, minority interest and
    extraordinary item                                 $    150         $(10,405)        $  (1,683)       $ (28,532)
                                                   =============    ==============    =============    ==============

 Equity in losses of joint ventures:
     Titanium melted & mill products                   $   (124)        $   (672)        $     (18)       $    (725)
     Other                                                 (508)               -            (1,062)               -
                                                   -------------    --------------    -------------    --------------

                                                       $   (632)        $   (672)        $  (1,080)       $    (725)
                                                   =============    ==============    =============    ==============

</TABLE>
<TABLE>
<CAPTION>

                                                                             December 31,             JUNE 30,
                                                                                 1999                   2000
                                                                          -------------------    --------------------
                                                                                        (In thousands)
<S>                                                                             <C>                     <C>
Investment in joint ventures:
   Titanium melted and mill products                                            $  21,143               $  20,167
   Other                                                                            5,795                       -
                                                                          -------------------    --------------------
                                                                                $  26,938               $  20,167
                                                                          ===================    ====================
</TABLE>
                                      -11-
<PAGE>
<TABLE>
<CAPTION>
Note 3 - Inventories:

                                                                           December 31,              JUNE 30,
                                                                               1999                    2000
                                                                        -------------------    ---------------------
                                                                                      (In thousands)

<S>                                                                          <C>                      <C>
Raw materials                                                                $   45,004               $   34,853
Work-in-process                                                                  69,809                   80,896
Finished products                                                                83,893                   52,831
Supplies                                                                         18,329                   16,960
                                                                        -------------------    ---------------------
                                                                                217,035                  185,540
Less adjustment of certain
   inventories to LIFO basis                                                     25,500                   25,500
                                                                        -------------------    ---------------------

                                                                             $  191,535                $ 160,040
                                                                        ===================    =====================

Note 4 - Accrued liabilities:

                                                                           December 31,              JUNE 30,
                                                                               1999                    2000
                                                                       ---------------------    --------------------
                                                                                      (In thousands)

OPEB cost                                                                   $   3,269                  $    2,868
Pension cost                                                                    1,287                       1,284
Other employee benefits                                                        14,375                      13,580
Deferred income                                                                 9,295                       6,314
Environmental costs                                                             1,238                         888
Restructuring costs                                                             1,490                       2,379
Taxes, other than income                                                        1,209                       1,551
Accrued dividends - Convertible Preferred Securities                            1,111                           -
Other                                                                           9,605                       7,784
                                                                       ---------------------    --------------------

                                                                            $  42,879                  $   36,648
                                                                       =====================    ====================
</TABLE>

         Accrued  restructuring  costs  at June  30,  2000  consists  of  unpaid
personnel severance and benefits and other exit costs,  primarily carrying costs
on closed  leased  facilities,  relating to the  Company's  restructuring  plans
implemented  during the last three  years.  During the six months ended June 30,
2000, payments of $.2 million, $.5 million and $1.6 million were applied against
the accrued costs related to the 1998, 1999 and 2000 plans, respectively. In the
second  quarter of 2000,  the  restructuring  accrual was reduced by $.9 million
primarily related to a reduction in the  previously-reported  number of employee
terminations from 250 to 200 people due to near-term  production levels that are
now expected to be somewhat higher than previously  anticipated.  As of June 30,
2000,  the  nominal  amount  of  remaining  accrued  costs  related  to the 1998
restructuring  plan is  expected to be paid by  yearend.  Most of the  remaining
accrued  costs  related to the 1999 plan are  expected  to be paid by late 2000,
although certain payments, for items such as benefit continuation for terminated
employees, are expected to be paid later. Substantially all of the accrued costs
related  to the  2000  plan  are  expected  to be paid  by  mid-2001.  See  also
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations".

                                      -12-
<PAGE>
<TABLE>
<CAPTION>
Note 5 - Notes payable, long-term debt and capital lease obligations:

                                                                               December 31,            JUNE 30,
                                                                                   1999                  2000
                                                                            -------------------    -----------------
                                                                                        (In thousands)
<S>                                                                         <C>                         <C>
Notes payable:
   U.S. credit agreement                                                       $         -             $   38,248
   European credit agreements                                                        9,635                  5,732
                                                                            -------------------    -----------------
                                                                               $     9,635             $   43,980
                                                                            ===================    =================

Long-term debt:
   Bank credit agreement - U.S.                                                $    85,000             $        -
   Bank credit agreement - U.K.                                                     21,867                 24,863
   Other                                                                               922                    703
                                                                            -------------------    -----------------
                                                                                   107,789                 25,566
   Less current maturities                                                          85,364                  1,870
                                                                            -------------------    -----------------
                                                                               $    22,425             $   23,696
                                                                            ===================    =================

Capital lease obligations                                                      $    10,091             $    9,143
Less current maturities                                                                315                    216
                                                                            -------------------    -----------------
                                                                               $     9,776             $    8,927
                                                                            ===================    =================
</TABLE>

        The weighted average interest rate on borrowings outstanding under the
U.S.  and  U.K.  credit   agreements  at  June  30,  2000  was  8.5%  and  7.6%,
respectively. As of June 30, 2000, the Company had approximately $112 million of
unused borrowing availability under its U.S. and European credit agreements.

Note 6 - Accrued dividends and other:

         Accrued  dividends  and  other  consists  primarily  of  principal  and
interest  on  the  Company's  Convertible  Preferred  Securities.   The  Company
exercised its right under the terms of the Convertible  Preferred  Securities to
defer future dividend  payments on these securities  beginning with the dividend
payment due June 1, 2000. The securities  permit  deferral of dividend  payments
for up to 20 consecutive quarters,  although interest will continue to accrue at
the coupon rate on the principal and unpaid  dividends.  See also  "Management's
Discussion and Analysis of Financial Condition and Results of Operations".

Note 7 - Stockholders' equity:

         During the second quarter of 2000, the Company  awarded  467,500 shares
of TIMET  restricted  common stock,  under its Long-Term  Performance  Incentive
Plan, to certain of its officers and employees.  The  restrictions  on the stock
grants lapse ratably on an annual basis over a five-year  period.  Since holders
of restricted stock have all the rights of other common stockholders, subject to
forfeiture  unless  certain  periods of employment  are  completed,  all of such
shares  of  restricted   stock  are  considered  to  be  currently   issued  and
outstanding.  The market value of the restricted stock awards was  approximately
$2 million on the date of grant  ($4.375  per  share),  and this amount has been
recorded as deferred compensation, a separate component of stockholders' equity.
The  Company  amortizes  deferred  compensation  to expense  over the  five-year
period.

                                      -13-
<PAGE>
Note 8 - Income taxes:

         The difference between the Company's income tax benefit attributable to
pretax  loss and the  amounts  that  would be  expected  using the U.S.  federal
statutory income tax rate of 35% is summarized below.

<TABLE>
<CAPTION>
                                                                                             Six months ended
                                                                                                 June 30,

                                                                                      -------------------------------
                                                                                          1999              2000
                                                                                      -------------     -------------
                                                                                              (In thousands)

<S>                                                                                        <C>            <C>
Expected income tax benefit, at 35%                                                        $ (589)        $  (9,987)
Non-U.S. tax rates                                                                            357               561
U.S. state income taxes, net                                                                 (196)             (313)
Dividends received deduction                                                                 (680)             (688)
Valuation allowance                                                                             -               336
Other, net                                                                                    519                54
                                                                                      -------------     -------------

                                                                                           $ (589)        $ (10,037)
                                                                                      =============     =============
</TABLE>

         Minority interest - Convertible  Preferred  Securities is stated net of
income tax benefits of $2.3 million in both the 1999 and 2000 six-month periods.
The extraordinary loss for the 2000 six-month period is stated net of income tax
benefits of $.4 million.

Note 9 - Ownership structure:

        At June 30, 2000, Tremont Corporation held approximately  39% of TIMET's
outstanding  common stock. The Combined Master  Retirement Trust, a trust formed
by Valhi,  Inc. to permit the collective  investment by trusts that maintain the
assets of certain employee benefit plans adopted by Valhi and related companies,
held an additional 8% of TIMET's  common stock.  Valhi,  Inc. and other entities
related to Harold C. Simmons held an aggregate of approximately 73% of Tremont's
outstanding  common stock at June 30, 2000. Mr. Simmons may be deemed to control
each of Valhi, Tremont and TIMET.

Note 10 - Commitments and contingencies:

         LONG-TERM  AGREEMENTS.  In March  2000,  the  Company  filed a  lawsuit
against The Boeing Company seeking  damages  estimated in excess of $600 million
in connection with the Company's  long-term sales agreement with Boeing.  Boeing
recently  filed its answer to TIMET's  complaint  denying  substantially  all of
TIMET's  allegations  and making  certain  counterclaims  against  TIMET.  TIMET
believes such  counterclaims  are without merit and intends to vigorously defend
against  such  claims.  Since  April  2000,  the Company and Boeing have been in
discussions to determine if a settlement can be reached.  Those  discussions are
ongoing; however, no assurance can be given that a settlement will be achieved.

         For additional  information  concerning  certain legal  proceedings and
certain  contingencies  related  to the  Company,  see  (i)  Part  I,  Item 2 --
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations",  (ii) Part II,  Item 1 -- "Legal  Proceedings",  and (iii) the 1999
Annual Report.

                                      -14-
<PAGE>
Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS

         SALES AND OPERATING INCOME (LOSS).  The Company's results of operations
before  special items in the first half of 2000  decreased  from the  comparable
period in 1999 due  primarily to an 8% decline in average  mill product  selling
prices caused by lower demand in the aerospace  market and  competitive  pricing
pressures in certain product lines.  Mill product sales volume in the first half
of 2000  decreased 4% from the comparable  period in 1999.  Ingot and slab sales
volume in the first half of 2000,  which  represents  about 10% of the Company's
net  sales,  decreased  2%  compared  to the first half of 1999,  while  average
selling  prices  decreased 4%. Net sales of $108.8 million in the second quarter
of 2000 were 15% lower than the second quarter of last year due principally to a
10% decline in average mill product  selling  prices  offset by a 3% increase in
sales volume. Ingot and slab volume for the second quarter of 2000 increased 34%
from year-ago levels, while average prices declined 4%. As compared to the first
quarter  of 2000,  mill  product  sales  volume in the  second  quarter  of 2000
increased 7%, while average  selling  prices  decreased 6%. Ingot and slab sales
volume in the second quarter of 2000 increased 53% compared to the first quarter
of 2000, while average selling prices decreased 4%.

         Cost of sales  (excluding  special charges of $6.7 million in the first
quarter of 2000) as a  percentage  of net sales in the second  quarter and first
half of 2000 (99% and 98%,  respectively)  increased from the comparable periods
in 1999 (89% and 90%,  respectively)  primarily  due to the reduction in selling
prices more than  offsetting  the benefits  received from various cost reduction
programs.

         As  previously  reported,  the  Company  implemented  a plan to address
then-current market and operating conditions,  which resulted in the recognition
of a $3.7 million  restructuring charge in the first quarter of 2000. During the
second  quarter of 2000,  the  restructuring  accrual was reduced by $.9 million
primarily related to a reduction in the  previously-reported  number of employee
terminations from 250 to 200 people due to near-term  production levels that are
expected to be somewhat higher than previously anticipated. The $2.8 million net
restructuring  charge is included in the operating loss of the "Titanium  melted
and mill  products"  segment in 2000 and is  principally  related  to  personnel
severance and benefits for the approximately 200 employees terminated.

         Selling, general, administrative and development expenses in the second
quarter  and  first  half of 2000  decreased  $1.4  million  and  $2.8  million,
respectively,  from the  comparable  periods  in 1999  due to lower  information
technology    costs    associated    with   the   support   of   the   Company's
business-enterprise  system and the partial realization of certain benefits from
the 2000 restructuring plan.

         Net  sales  of  the  "Other"   segment   consisted  of  the   Company's
nonintegrated joint ventures, which investments have been either sold or charged
off due to an asset  impairment.  Equity losses in the "Other" segment was lower
in 2000 principally as a result of the Company's no longer recognizing its share
of losses associated with nonintegrated  joint ventures that were charged off in
the fourth quarter of 1999.

         The  Company's  firm  order  backlog  at  the  end  of  June  2000  was
approximately  $160  million.  Comparable  backlogs at the end of March 2000 and
June 1999 were approximately $185 million and $240 million, respectively.

                                      -15-
<PAGE>
         The Company  believes  that its business in the second  quarter of 2000
continued to be  adversely  impacted by an excess  supply of titanium  inventory
throughout  the aerospace  industry  supply chain.  Although  there appear to be
signs that this  situation  is abating in  selected  products,  the  competitive
environment has continued to result in soft selling prices.  Current indications
are that sales and operating  margins,  before special  items,  will be slightly
lower for the  balance of 2000  compared  to the first  half of this  year.  The
Company is continuing  its efforts to increase  sales and reduce costs  wherever
possible.

         EUROPEAN OPERATIONS.  The Company has substantial operations and assets
located in Europe,  principally the United Kingdom,  with smaller  operations in
France,  Italy and  Germany.  Titanium  is a  worldwide  market and the  factors
influencing  the Company's U.S. and European  operations are  substantially  the
same.

         Approximately  one-half of the Company's European sales are denominated
in  currencies  other than the U.S.  dollar,  principally  the British pound and
European  currencies  tied to the  euro.  Certain  purchases  of raw  materials,
principally  titanium sponge and alloys, for the Company's  European  operations
are  denominated in U.S.  dollars,  while labor and other  production  costs are
primarily  denominated in local  currencies.  The  functional  currencies of the
Company's European subsidiaries are those of their respective  countries;  thus,
the U.S.  dollar value of these  subsidiaries'  sales and costs  denominated  in
currencies  other  than their  functional  currency,  including  sales and costs
denominated in U.S.  dollars,  is subject to exchange rate fluctuations that may
impact reported  earnings and may affect the  comparability of  period-to-period
operating  results.  Borrowings of the Company's  European  operations may be in
U.S.  dollars or in functional  currencies.  The Company's export sales from the
U.S.  are  denominated  in U.S.  dollars and as such are not subject to currency
exchange rate fluctuations.

         The  U.S.  dollar  sales  and  purchases  of  the  Company's   European
operations   described  above  provide  some  natural  hedge  of  non-functional
currencies,  and the  Company  does not use  currency  contracts  to  hedge  its
currency exposures.  Net currency transaction losses were $.7 million during the
six months ended June 30, 2000 and $1.5 million  during the same period in 1999.
At June 30, 2000,  consolidated assets and liabilities denominated in currencies
other than functional currencies were approximately $21 million and $17 million,
respectively,  consisting  primarily of U.S. dollar cash,  accounts  receivable,
accounts payable and borrowings.

         DIVIDENDS AND INTEREST  INCOME.  Dividends and interest income consists
principally  of dividends on $80 million of non-voting  preferred  securities of
Special Metals Corporation which accrue at an annual rate of 6.625%.

         GENERAL  CORPORATE  INCOME  (EXPENSE),  NET.  General  corporate income
(expense),  net  includes  currency  transaction  losses  described  above.  The
increase in general  corporate  income for the six months ended June 30, 2000 is
due to a $1.2 million gain on the sale of the Company's interest in its castings
joint venture in the first quarter of 2000.

         INTEREST EXPENSE. Interest expense in the second quarter and first half
of  2000  increased  $.3  million  and  $1.3  million,  respectively,  from  the
comparable  periods in 1999 primarily due to increased interest rates related to
the Company's credit facilities  completed in February 2000.  The effect of the
interest  rate  increases  more  than  offset  the benefit  of lower  average
outstanding  borrowings.  Interest  expense  in  the first half of 2000 is also
higher due to a lower level of interest capitalized in the first quarter of 2000
as compared to the year-ago period.

        INCOME TAXES.  The Company operates in several tax jurisdictions  and is
subject to various income tax rates. As a result, the geographical mix of pretax
income  (loss) can impact the Company's  effective  tax rate.  See Note 8 to the
Consolidated Financial Statements.

                                      -16-
<PAGE>
         MINORITY  INTEREST.  Dividend  expense related to the Company's  6.625%
Convertible Preferred Securities  approximated $6.6 million in both the 1999 and
2000 six month periods,  and is reported as minority interest,  net of allocable
income taxes.

         NEW ACCOUNTING  PRINCIPLES NOT YET ADOPTED. The Company will adopt SFAS
No. 133,  "Accounting  for Derivative  Instruments and Hedging  Activities",  as
amended,  no later  than the first  quarter of 2001.  SFAS No.  133  establishes
accounting  standards for derivative  instruments,  including certain derivative
instruments embedded in other contracts, and for hedging activities.  Under SFAS
No. 133, all derivatives  will be recognized as either assets or liabilities and
measured at fair value.  The accounting for changes in fair value of derivatives
will depend upon the  intended use of the  derivative.  The Company is currently
studying this new  accounting  rule, and the impact of adopting SFAS No. 133, if
any,  will be dependent  upon the extent to which the Company is then a party to
derivative  contracts  or engaged in hedging  activities.  As  permitted  by the
transition  requirements  of SFAS No. 133, as amended,  the Company  will exempt
from  the  scope  of  SFAS  No.  133  all  host  contracts  containing  embedded
derivatives which were issued or acquired prior to January 1, 1999.

         The Company will adopt the SEC's Staff Accounting  Bulletin ("SAB") No.
101, "Revenue  Recognition",  as amended, in the fourth quarter of 2000. SAB No.
101  provides  guidance  on the  recognition,  presentation  and  disclosure  of
revenue, including specifying basic criteria that must be met before revenue can
be  recognized.  The Company  expects  that the adoption of SAB No. 101 will not
have a material  impact on its  consolidated  financial  position,  liquidity or
results of operations.

                                      -17-
<PAGE>
                         LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 2000,  the Company had net debt of $64 million ($70 million
of notes payable and long-term debt and $6 million of cash and equivalents). The
Company also had approximately $112 million of borrowing  availability under its
U.S.  and  European  credit  lines.  The Company  believes its U.S. and European
credit lines will provide it with the liquidity necessary for current market and
operating conditions. See Note 5 to the Consolidated Financial Statements.

         OPERATING  ACTIVITIES.  Cash provided by operating  activities  was $29
million for the  six-month  period ended June 30, 2000,  up from $24 million for
the same period in 1999, as summarized below.

<TABLE>
<CAPTION>

                                                                                           Six months ended
                                                                                               June 30,

                                                                                   ----------------------------------
                                                                                        1999               2000
                                                                                   ---------------    ---------------
                                                                                             (In millions)
<S>                                                                                     <C>              <C>
Cash provided (used) by:
    Operating activities:
      Excluding changes in assets and liabilities                                       $    16.1        $      (4.3)
      Changes in assets and liabilities                                                       7.9               33.6
                                                                                   ---------------    ---------------
                                                                                             24.0               29.3
    Investing activities                                                                    (11.3)               2.2
    Financing activities                                                                    (22.6)             (46.2)
                                                                                   ---------------    ---------------
      Net cash used by operating, investing
         and financing activities                                                        $   (9.9)        $    (14.7)
                                                                                   ===============    ===============
</TABLE>

         Cash  from  operating  activities,  excluding  changes  in  assets  and
liabilities,  generally  followed  the trend in  operating  results.  Results of
operations in 2000 included non-cash special charges of $6.7 million.

         Changes  in assets  and  liabilities  reflect  primarily  the timing of
purchases,  production  and  sales  and can vary  significantly  from  period to
period.  The Company's plan to address current market  conditions  includes more
effective working capital management,  particularly inventories and receivables,
both of which were reduced in the first half of 2000. The significant  reduction
in receivables in the first half of 2000 was also attributable to $16 million of
customer   payments  received  in  the  first  quarter  of  2000  related  to  a
bill-and-hold  shipment  from 1999.  The  Company  received  tax refunds of $6.7
million in the second  quarter of 2000.  In July 2000,  the Company  received an
additional $.7 million in tax refunds.

         Dividends  on the $80  million of  Special  Metals  Corporation  6.625%
convertible  preferred  securities  held  by the  Company  had  previously  been
deferred  by SMC due to  limitations  imposed by SMC's bank  credit  agreements.
However,  in April and July 2000, the Company  received  quarterly  dividends of
$1.3 million per quarter. There can be no assurances that TIMET will continue to
receive additional dividends during the remainder of 2000.

                                      -18-
<PAGE>
         INVESTING  ACTIVITIES.  The Company's  capital  expenditures  were $4.8
million for the six months ended June 30, 2000 compared to $14.5 million for the
same period in 1999. Capital expenditures for 2000 are estimated to be less than
$14 million and are planned to include  those  principally  intended for capital
maintenance and  environmental,  health and safety  purposes.  Proceeds from the
sale of property  and  equipment  in 1999  included the sale of an interest in a
corporate  aircraft  and  assets  sold as part  of the  Company's  restructuring
activities.

         In the first  quarter of 2000,  the  Company  sold its  interest in the
castings joint venture to Wyman-Gordon for $7 million and recorded a pretax gain
of $1.2 million.

         FINANCING ACTIVITIES.   Net  repayments  in  the  2000  period  reflect
reductions of  outstanding  borrowings  principally  in the U.S.  resulting from
collection of receivables, reduction in inventories and the sale of the castings
joint  venture.  Net  repayments  in  1999  reflect  reductions  of  outstanding
borrowings in both the U.S. and U.K.

         In  November  1999,  TIMET's  Board of  Directors  voted to suspend the
regular quarterly dividend on the Company's common stock in view of, among other
things,  the  continuing  weakness in overall  market demand for titanium  metal
products.  The  Company's  U.S.  credit  agreement  now prohibits the payment of
dividends on the Company's common stock.

         The Company's Convertible Preferred Securities do not require principal
amortization, and TIMET has the right to defer dividend payments for one or more
periods  of up  to 20  consecutive  quarters  for  each  period.  As  previously
reported,  the Company has exercised its right to defer future dividend payments
on these  securities  for a period of 10 quarters  (subject to possible  further
extension for up to an additional 10 quarters),  although interest will continue
to  accrue  at the  coupon  rate on the  principal  and  unpaid  dividends.  The
Company's goal is to resume  dividends on the Convertible  Preferred  Securities
when the outlook for TIMET's results from operations improves substantially.  As
of June 30, 2000, accrued dividends on the Company's Convertible  Securities are
reflected as noncurrent liabilities in the consolidated balance sheet.

         ENVIRONMENTAL  AND LEGAL MATTERS.  See Note 10 to the Consolidated
inancial Statements for a discussion of environmental and legal matters.

         The Company periodically evaluates its liquidity requirements,  capital
needs  and  availability  of  resources  in view of,  among  other  things,  its
alternative uses of capital, its 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 and, 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 capital stock, sell assets, or
take a  combination  of such  steps or other  steps to  increase  or manage  its
liquidity and capital resources.

         In the normal course of business, the Company investigates,  evaluates,
discusses and engages in acquisition,  joint venture, strategic relationship and
other business  combination  opportunities in the titanium,  specialty metal and
related  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.

                                      -19-
<PAGE>
                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.

         Reference is made to Note 10 of the Consolidated  Financial  Statements
and  to  the  Company's   1999  Annual  Report  for   descriptions   of  certain
previously-reported legal proceedings.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         The Company held its Annual  Meeting of  Stockholders  on May 17, 2000.
All nominees for director were elected.  All directors are elected  annually for
one-year terms. The vote with respect to each of the Company's  directors was as
follows:

<TABLE>
<CAPTION>

                  Director                                  Votes For                         Votes Withheld
---------------------------------------------   ----------------------------------    -------------------------------

<S>                                                        <C>                                  <C>
Joseph S. Compofelice                                      28,046,922                           1,064,679
Edward C. Hutcheson, Jr.                                   28,764,010                              347,591
J. Landis Martin                                           28,757,129                              354,472
Glenn R. Simmons                                           28,754,156                              357,445
Gen. Thomas P. Stafford (retired)                          28,759,460                              352,141
Steven L. Watson                                           28,757,260                              354,341
</TABLE>

         The Company's  shareholders also approved the Company's Executive Stock
Ownership Loan Plan with the voting results as follows:

<TABLE>
<CAPTION>

                                                                         Votes Abstained or Broker/Nominee
                   Votes For                     Votes Against                       Non-Votes
         -------------------------------    ------------------------    -------------------------------------

                   <S>                              <C>                              <C>
                   21,550,869                       903,269                          6,657,463
</TABLE>

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits:

             10.1            Intercorporate  Services  Agreement,  effective as
                             of January 1, 2000,  by and between the Registrant
                             and Tremont Corporation.

             10.2            Intercorporate  Services  Agreement,  effective as
                             of January 1, 2000,  by and between the Registrant
                             and NL Industries,  Inc., incorporated by reference
                             to Exhibit 10.4 to a Quarterly  Report on Form 10-Q
                             for the  quarter  ended  June 30, 2000  filed by NL
                             Industries, Inc. (File No. 1-640).

             10.3            Executive Severance Policy, as amended and restated
                             effective May 17, 2000.

             10.4            Titanium  Metals  Corporation  Executive  Stock
                             Ownership Loan Plan,  effective as of February 19,
                             1998,  incorporated by reference to Appendix A of
                             the Registrant's  Proxy Statement dated April 4,
                             2000 for its Annual Meeting of  Stockholders  held
                             on May 17, 2000.

             27.1            Financial Data Schedule for the quarter ended
                             June 30, 2000.

                                  -20-
<PAGE>

         (b)  Reports on Form 8-K:

                       Reports  on Form  8-K  filed  by the  Registrant  for the
              quarter ended June 30, 2000 and the month of July, 2000:
<TABLE>
<CAPTION>

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

                                 <S>                                           <C>
                                 April 19, 2000                                5 and 7
                                 April 25, 2000                                5 and 7
                                 April 27, 2000                                5 and 7
</TABLE>


                                      -21-
<PAGE>
                                   SIGNATURES

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

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




Date: August 9, 2000           By     /s/ Mark A. Wallace
-------------------------             ----------------------------------------
                                      Mark A. Wallace
                                      (Executive Vice President and
                                      Chief Financial Officer)



Date: August 9, 2000           By     /s/ David P. Burlage
-------------------------             ----------------------------------------
                                      David P. Burlage
                                      (Principal Accounting Officer)



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