Exhibit 10.4


                           TITANIUM METALS CORPORATION

                              AMENDED AND RESTATED
                  1996 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

                 As Amended and Restated Effective May 20, 2003

     1.  Purpose.  The  purpose of the Amended and  Restated  1996  Non-Employee
Director  Compensation  Plan is to  promote  the  interests  of the  Company  by
providing an inducement  to obtain and retain the services of qualified  persons
who are neither employees nor officers of the Company to serve as members of the
Company's Board of Directors.

     2. Definitions.

          (a) "Board" shall mean the Board of Directors of the Company.

          (b)  "Cause"  shall  mean any  misappropriation  of the  assets of the
     Company  or any of its  Subsidiaries  resulting  in  material  loss to such
     entity.

          (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (d)  "Company"  shall mean  Titanium  Metals  Corporation,  a Delaware
     corporation.

          (e) "Director" shall mean any person serving as a member of the Board.

          (f)  "Disability"  shall mean the condition of a Grantee who is unable
     to engage in any substantial  gainful activities by reason of any medically
     determinable  physical or mental impairment which can be expected to result
     in death or which has lasted or can be  expected  to last for a  continuous
     period of not less than twelve (12) months.

          (g)  "Eligible  Directors"  shall mean  those  Directors  eligible  to
     participate in the Plan pursuant to Section 4.

          (h) "Fair  Market  Value" shall mean the last  reported  sale price of
     Stock on the New York  Stock  Exchange  (or other  exchange  upon which the
     Stock is traded as of the date of determination).

          (i) "Grantee" shall mean an Eligible  Director who has been granted an
     Option.

          (j)  "Ineligible  Directors"  shall mean those  Directors  who are not
     Eligible Directors.

     "Meeting  Fees"  shall  mean the  daily  rate of  $1,000 to be paid to each
     Eligible Director for such Eligible  Director's  attendance at a regular or
     special  meeting  of  the  Board  or  Board  committee  (in  person  or  by
     telephone), or for performing other services at the request of the Board or
     Board committee (other than related to Board or Board committee meetings).

<PAGE>


     Provided,  that,  the  meeting  fee is  intended to be paid on a daily rate
     basis  and not on a per  meeting  basis and  covers  any  preparation  time
     required for such meetings.

          (k) "Option" shall mean an option to purchase shares of Stock, granted
     pursuant to the Plan and subject to the terms and  conditions  described in
     the Plan.  Options shall not be incentive  stock options within the meaning
     of Code Section 422A.

          (l) "Optionee" shall mean a person who holds an Option.

          (m)  "Parent"  shall mean a  corporation  of the type  defined in Code
     Section 424(e).

          (n) "Plan"  shall mean this  Amended and  Restated  1996  Non-Employee
     Director Compensation Plan, as it may be amended from time to time pursuant
     to Section 9.

          (o)  "Retainer"  shall  mean an  annual  retainer  paid  in  quarterly
     installments  to Eligible  Directors which shall be comprised of $20,000 in
     cash,  plus a  variable  number  of  shares  of Stock to be  determined  in
     accordance with the following schedule:

        -------------------------------- --------------------------------
           RANGE OF CLOSING PRICE PER       NUMBER OF SHARES IN ANNUAL
           SHARE ON THE DATE OF GRANT          RETAINER STOCK GRANT
        -------------------------------- --------------------------------
                 Over $20                        500 shares
        -------------------------------- --------------------------------
                 $10 to $20                      1,000 shares
        -------------------------------- --------------------------------
                 $5 to $9.99                     1,500 shares
        -------------------------------- --------------------------------
                 Under $5                        2,000 shares
        -------------------------------- --------------------------------

          For service on Board committees,  Eligible  Directors shall be paid an
     annual  cash  retainer  of $2,000  for each  Board  committee  on which the
     Eligible  Director  serves,  payable in quarterly  installments on the same
     dates as the cash portion of the annual Retainer for Board service is paid.

          (p) "Stock" shall mean the Company's $.01 par value common stock.

          (q) "Subsidiary"  shall mean a corporation of the type defined in Code
     Section 424(f).

     3.  Administration.  The  Plan  shall  be  administered  by the  Ineligible
Directors.  The amount  and  nature of the awards to be granted  under the Plan,
including  grants of Options,  shall be automatic as described in Section 7. The
Ineligible  Directors,  subject to the provisions of the Plan, have the power to
construe the Plan, to determine all questions  thereunder and to adopt and amend
such rules and regulations for the  administration  of the Plan as they may deem
desirable. Any interpretation,  determination,  or other action made or taken by
the Ineligible Directors shall be final, binding, and conclusive.  A majority of
the total number of Ineligible  Directors shall constitute a quorum for purposes
of any action by the  Ineligible  Directors,  and the vote of a majority  of the
Ineligible Directors present at a meeting of the Ineligible Directors at which a
quorum is  present  shall be the act of the  Ineligible  Directors.  Any  action
reduced to writing  and signed by all of the  Ineligible  Directors  shall be as
fully effective as if it had been taken by a vote at a meeting of the Ineligible
Directors  duly  called  and held.  None of the  Ineligible  Directors  shall be
personally liable for any action,  determination or interpretation  made in good
faith with respect to the Plan or the Options.

     4.  Eligibility.  All  Directors  of  the  Company  shall  be  eligible  to
participate  in the  Plan  unless  they  are  employees  of the  Company  or any
Subsidiary or Parent of the Company.

<PAGE>

     5. Shares Subject to the Plan

          (a)  Class.  The  shares  which are to be made the  subject  of awards
     granted  under the Plan  shall be the  Company's  authorized  but  unissued
     Stock. In connection with the issuance of Stock under the Plan, the Company
     may repurchase Stock in the open market or otherwise.

          (b) Aggregate  Amount.  The total number of shares of Stock authorized
     under the Plan shall not exceed 26,250 (subject to adjustment under Section
     10(c)).  If any outstanding  Option under the Plan expires or is terminated
     for any reason, then the Stock allocable to the unexercised portion of such
     Option shall not be charged against the limitation of this Section 5(b) and
     may again become the subject of an Option granted under the Plan.

     6. Retainer/Meeting Compensation.

          (a) Cash  Portion  of  Retainer.  The cash  portion  of the  Board and
     committee  Retainers shall be paid to each Eligible  Director  quarterly in
     advance  on or  around  the first  business  day of each  calendar  quarter
     following  the election or  re-election  of such  Eligible  Director by the
     stockholders  at the  annual  meeting  (or by the  Board,  in the case of a
     filled vacancy),  and no payment of partial  quarterly fees will be made or
     required for partial  calendar  quarters  served by a new  director  and/or
     committee member before the next regular  quarterly payment and no director
     and/or  committee member who ceases to serve shall be required to reimburse
     the  Company for the  remainder  of the  calendar  quarter  following  such
     termination of service.

          (b) Stock  Portion of Retainer.  Certificates  representing  the stock
     portion of the Retainer  shall be delivered  to each  Eligible  Director as
     soon as practicable  following the election or re-election of such Eligible
     Director by the stockholders at the annual meeting. Such certificates shall
     be registered in the name of the Eligible Director, and all Stock so issued
     shall be fully paid and  nonassessable.  The Company shall pay any issuance
     or transfer taxes with respect to the issuance of Stock.

          (c) Meeting  Fees/Daily Rate. Meeting Fees and the daily services rate
     shall be paid in cash on or as soon as  practicable  after any  regular  or
     special  meeting  attended,  or  performance  of any other services for the
     Board or a committee of the Board, by an Eligible Director.

     7. Terms,  Conditions  and Form of Options.  Each Option  granted under the
Plan  shall  be  evidenced  by a  written  agreement  substantially  in the form
attached  hereto or in such other form as the  Ineligible  Directors  shall from
time to time approve,  which  agreements  shall be executed by a duly authorized
officer of the  Company and shall  comply  with and be subject to the  following
terms and conditions:

          (a) Option  Grant  Dates.  Commencing  in 1999,  Options  were granted
     automatically  to each Eligible  Director  elected at the annual meeting of
     stockholders  of the  Company  as of the  date  of  such  meeting.  For any
     Eligible  Director who was elected or appointed after the annual meeting of
     the  stockholders  of the Company in a given year, the Options were granted
     to  such  Eligible  Director  as of the  date  of his  or her  election  or
     appointment.  Commencing in 2003, no further Options shall be granted under
     this Plan;  however,  all previously  granted  Options shall remain issued,
     outstanding and exercisable in accordance with their respective terms.

          (b) Option  Formula.  Each  Eligible  Director  received  an Option to
     purchase  a  specified  number of shares of Stock on the grant  date of the
     Option without further action by the Board or the Ineligible Directors.

<PAGE>

          (c) Period of Options.  Options granted under the Plan vest and become
     exercisable  on the first  anniversary  of grant  date of the  Option;  and
     Options  shall   terminate  and  cease  to  be  exercisable  on  the  tenth
     anniversary of the grant date of the Option  (subject to prior  termination
     as provided in Sections 7(g) and (h) below).

          (d)  Option  Price.  The  exercise  price of each  Option was the Fair
     Market Value of a share of Stock on the date the Option was granted.

          (e)  Exercise  of  Options.  Vested  and  exercisable  Options  may be
     exercised (in full or in part) only by written notice of exercise delivered
     to the Company at its principal  executive office accompanied either (i) by
     cash payment of the aggregate  exercise price for all shares of Stock being
     acquired upon exercise of the Option ("Exercise for Cash"), or (ii) written
     direction to deliver the shares of Stock being  acquired  upon  exercise of
     the Option to a  registered  broker  dealer with  instruction  to sell such
     shares for the account of Optionee, and to remit to the Company out of such
     sale proceeds a cash payment equal to the aggregate  exercise price for all
     shares of Stock  being  acquired  upon  exercise  of the Option  ("Cashless
     Exercise").  Such  Option  shall be  deemed to have  been  exercised,  with
     respect  to an  Exercise  for Cash on the date both the notice and the cash
     payment  have been  received by the Company  (with the  proceeds  per share
     being  calculated  as the  difference  between the Fair Market Value of the
     stock on the date of exercise and the exercise  price of the Option).  Such
     Option  shall be deemed to have been  exercised  with respect to a Cashless
     Exercise on the sale date shown on the Grantee's brokerage  confirmation or
     other  confirmation of trade (with the proceeds per share being  calculated
     as the  difference  between  the  sale  price  of the  stock  shown  on the
     brokerage  confirmation  or other  confirmation  of trade and the  exercise
     price of the Option).

          (f)  Transferability.  No  Option  granted  under  the  Plan  shall be
     transferable other than by will or by the laws of descent and distribution;
     provided,  however,  that the  Ineligible  Directors may determine to grant
     Options  that  are  transferable,  without  payment  of  consideration,  to
     immediate  family members of the Grantee or to trusts or  partnerships  for
     such family members,  and may amend outstanding Options to provide for such
     transferability. No interest of any Optionee in any Option shall be subject
     to  attachment,   execution,   garnishment,   sequestration,  the  laws  of
     bankruptcy  or any other legal or  equitable  process.  Except as otherwise
     determined by the Ineligible Directors, during the lifetime of the Grantee,
     Options shall be exercisable only by the Grantee or the Grantee's  guardian
     or legal representative.

          (g) Death or  Disability  of Grantee.  If a Grantee dies or terminates
     performance of services as a Director  because of Disability,  any unvested
     and  unexercisable  Option  granted to such Grantee shall  immediately  and
     fully vest. Such Option,  together with any other vested and  unexercisable
     Options  granted to such Grantee,  may be  exercised,  at any time, or from
     time to time, prior to the earlier of (i) the termination of such Option in
     accordance  with Section 7(c), or (ii) one year after the date of Grantee's
     death  or  termination  of  services  as a  Director,  at  which  date  all
     then-outstanding  and  unexercised  Options  granted to such Grantee  shall
     terminate.  In the case of death,  an Option may be exercised by the person
     or persons to whom the  Optionee's  rights under the Option pass by will or
     applicable  law, or if no such person has such  rights,  by the  Optionee's
     executors  or  administrators;  provided  that such  person(s)  consent  in
     writing  to abide by and be subject to the terms of the Plan and the Option
     and such writing is delivered to the Company.

          (h) Termination of Services as Director.

<PAGE>


               (i) If a Grantee's  performance  of services  for the Company and
          its  Subsidiaries  shall  terminate for any reason other than death or
          Disability  or  termination  of services as a Director for Cause,  any
          unvested  and  unexercisable  Option  granted  to such  Grantee  shall
          immediately  and fully  vest.  Such  Option,  together  with any other
          vested  and  exercisable  Options  granted  to  such  Grantee,  may be
          exercised,  at any time, or from time to time, prior to the earlier of
          (i) the  termination of such Option in accordance with Section 7(c) or
          (ii) three  months  after the date of such  Grantee's  termination  of
          services  as a  Director,  at  which  date  all  then-outstanding  and
          unexercised Options granted to such Grantee shall terminate.

               (ii) If a  Grantee's  performance  of  services  as a Director is
          terminated for Cause, any unvested and unexercisable Option granted to
          such Grantee  shall  terminate as of the date of such  termination  of
          services. All Options previously granted to such Grantee which are, as
          of the date of such  termination of services,  vested and exercisable,
          may be  exercised  at any  time,  or from  time to time,  prior to the
          earlier  of (i) the  termination  of such  Option in  accordance  with
          Section  7(c) or (ii)  one  month  after  the  date of such  Grantee's
          termination   of   services   as  a   Director,   at  which  date  all
          then-outstanding and unexercised Options granted to such Grantee shall
          terminate. For this purpose of the Plan and any Option agreement, such
          Grantee's service shall be deemed to have terminated on the earlier of
          (A) the date when the Grantee's  service in fact terminated or (B) the
          date when such Grantee  received written notice that his service is to
          terminate for Cause.

          (i) No Rights as  Shareholder.  No Optionee shall have any rights as a
     shareholder  with  respect to any Stock  subject to an Option  prior to the
     date of issuance to such Optionee of a certificate or certificates for such
     shares.

     8.  Compliance  With Other Laws and  Regulations.  The Plan,  the grant and
exercise  of  Options  under the Plan,  and the  obligation  of the  Company  to
transfer  shares under such Options shall be subject to all  applicable  federal
and state laws, rules and regulations,  including those related to disclosure of
financial  and other  information  to  Optionees,  and to any  approvals  by any
government  or  regulatory  agency as may be required.  The Company shall not be
required to issue or deliver any  certificates  for shares of Stock prior to (a)
the listing of such shares on any stock  exchange on which the Stock may then be
listed,  where such listing is required  under the rules or  regulations of such
exchange,  and (b) the compliance with applicable  federal and state  securities
laws and regulations relating to the issuance and delivery of such certificates;
provided, however, that the Company shall make all reasonable efforts to so list
such shares and to comply with such laws and regulations.

     9.  Amendment  and  Discontinuance.  The Board may from time to time amend,
suspend or discontinue the Plan; provided,  however, that, the Plan shall not be
amended  without  the consent of the  shareholders  of the Company to the extent
such  consent is required  under Rule 16b-3,  Section  162(m) of the Code or any
stock exchange or market  quotation  system on which the Stock is then listed or
quoted.  Except where  approval of the Board is required by applicable  law, the
power of the Board to amend,  suspend or discontinue the Plan shall be exercised
by the Ineligible Directors.

     10. General Provisions.

          (a) Assignability. The rights and benefits under the Plan shall not be
     assignable or transferable by an Eligible Director other than by will or by
     the laws of descent and  distribution,  and,  except for the Death  Benefit
     described in Section  10(d) below.  Except as otherwise  determined  by the

<PAGE>

     Ineligible Directors,  during the lifetime of the Grantee,  Options granted
     under the Plan shall be exercisable only by the Grantee.

          (b)  Termination  of Plan.  No Options  may be granted  under the Plan
     after May 18,  2006 (or if such  date is not a  business  day,  on the next
     succeeding  business  day). The Plan shall  automatically  terminate on the
     date all  Options  granted  under  the Plan  have  been  exercised  or have
     terminated or expired.

          (c)  Adjustments  in Event of  Change  in  Stock.  In the event of any
     change in the Stock by  reason  of any  stock  dividend,  recapitalization,
     reorganization,  merger, consolidation,  split-up, combination, or exchange
     of shares,  or of any similar  change  affecting the Stock,  the number and
     class of shares  subject to  outstanding  Options,  the exercise  price per
     share,  and any  other  terms  of the  Plan  or the  Options  which  in the
     Ineligible   Directors'  sole  discretion   require   adjustment  shall  be
     appropriately  adjusted  consistent  with such change in such manner as the
     Ineligible Directors may deem appropriate.

          (d) Death Benefit.  In the event that any Eligible Director's services
     should  terminate  because of death,  the Company shall pay in cash to such
     Eligible  Director's  designated   beneficiary  or  beneficiaries  (or  the
     Eligible Director's estate if no beneficiary is designated) an amount equal
     to the cash  portion  of the  annual  Board  and any  committee  Retainers,
     whether or not the Eligible  Director has received any of such  Retainer in
     such year.

          (e) No Right to  Continue as a  Director.  Neither  the Plan,  nor the
     granting  of an Option nor any other  action  taken  pursuant  to the Plan,
     shall constitute or be evidence of any agreement or understanding,  express
     or implied, that the Company will retain a Director for any period of time,
     or at any particular rate of compensation.

          (f) ERISA.  The Plan is not an employee  benefit plan which is subject
     to the provisions of the Employee  Retirement  Income Security Act of 1974,
     and the  provisions of Section 401(a) of the Code are not applicable to the
     Plan.

          (g) Non-Statutory Options. All Options granted under the Plan shall be
     non-statutory  options not entitled to special tax treatment  under Section
     422A of the Code.

          (h) Effective Date of the Plan. The Plan originally took effect on May
     8,  1996 (ten days  following  last  adoption  by the  stockholders  of the
     Company on May 8, 1996).  The Plan was  originally  adopted by the Board on
     March 29, 1996,  was  subsequently  amended by the Board on April 15, 1996,
     and was amended and restated by the Board on February  14,  1997,  February
     19, 1998, May 19, 1998, February 23, 1999, February 28, 2001, June 8, 2001,
     May 7,  2002  and May 20,  2003.  The Plan was  originally  adopted  by the
     stockholders  of the  Company on March 29,  1996,  and again on May 8, 1996
     following the amendment of the Plan by the Board.

          (i) Effect of Amendment and  Restatement of the Plan. This amended and
     restated  version of the Plan shall  amend and  supersede  in its  entirety
     previous versions of the Plan, provided,  however,  that such amendment and
     restatement  is not  intended to affect the  validity of any actions  taken
     under previous versions of the Plan, as summarized on Exhibit A hereto.

          (j) Governing  Law. The Plan and all  determinations  made and actions
     taken  pursuant  hereto  shall  be  governed  by the  laws of the  State of
     Colorado and construed accordingly.

<PAGE>


          (k)  Variation of Pronouns.  All pronouns and any  variations  thereof
     contained herein shall be deemed to refer to masculine,  feminine,  neuter,
     singular or plural, as the identity of the person or persons may require.


<PAGE>


<TABLE>
<CAPTION>

                                    EXHIBIT A
                       HISTORY OF PLAN ACTIONS/AMENDMENTS

------------------------------------------------------------------------------------------------------------------------
                                      RETAINER                          MEETING FEES               OPTIONS
                                                                   (In Person/By Telephone)

                                                                      Committee Meeting
                                Amount of                                         Non-Chair   Number @ Price/ Term/
                                  Cash/   # of Shares/   Board      Committee     Committee      Date Issued
  DATE           ACTION         Date Paid  Date Paid     Meeting    Chair only     Member
------------------------------------------------------------------------------------------------------------------------
<C>        <C>                  <C>       <C>            <C>        <C>           <C>         <C>
3-29-96    Plan Adopted         $8,000/   $8,000 in      $1,000/                              625 @ IPO price then at
           authorizing 62,500   IPO       shares          $350                                FMV/ 5 years/ IPO Closing
           shares               closing   (rounded to                                         then 3rd business day
                                then 1st  next 100)/IPO                                       after earnings release
                                business  closing then
                                day of    1st business
                                year      day of year

------------------------------------------------------------------------------------------------------------------------
4-15-96    Plan Amended                   400 shares/
                                          IPO closing
                                          then 1st
                                          business day of
                                          year

------------------------------------------------------------------------------------------------------------------------
2-14-97    Plan Amended         $8,000/   400 shares/                                         1,500 @ FMV/10 years/
                                Annual    Annual Meeting                                      3rd business day after
                                Meeting                                                       earnings release

------------------------------------------------------------------------------------------------------------------------
2-19-98    Plan Amended                                                                       1,500 @ FMV/10 years/
                                                                                              Annual Meeting

------------------------------------------------------------------------------------------------------------------------
5-19-98    Plan Amended         $15,000/  500 shares/               $2,000/       $1,000/
                                Annual    Annual Meeting              $700          $350
                                Meeting

------------------------------------------------------------------------------------------------------------------------
2-23-99    Plan Amended                                                                       5,000 @ FMV/10 years/
                                                                                              Annual Meeting

------------------------------------------------------------------------------------------------------------------------
2-28-01    Plan Amended to                1,000 shares/
           Authorize 200,000              Annual Meeting
           Additional shares

------------------------------------------------------------------------------------------------------------------------
6-8-01     Plan Amended to
           provide awards to
           Directors elected or
           appointed after
           annual meeting of
           stockholders

------------------------------------------------------------------------------------------------------------------------
5-7-02     Plan Amended to
           clarify date of
           option exercise and
           calculation of
           option exercise
           proceeds.

------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>


------------------------------------------------------------------------------------------------------------------------------------
                                                          RETAINER                               MEETING FEES/            DEATH
                                                                                                  DAILY RATE             BENEFIT
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                   <C>               <C>                         <C>              <C>                    <C>

                                Cash Retainer:         Stock Retainer:                        For meetings attended
                               Amount of Cash/   Price of Stock/# of Shares/   Committee      in person orby phone;
 DATE          ACTION            Date Paid               Date Paid              Retainer          or rate for
                                                                                               performing services
                                                                                                 at the request
                                                                                                  of the Board

------------------------------------------------------------------------------------------------------------------------------------
5-20-03     Plan amended to    $20,000, payable    Over $20 = 500 shares     $2,000, payable         $1,000          Equal to Annual
             increase cash         quarterly     $10 to $20 = 1,000 shares     quarterly                             Cash Board and
         retainer to $20,000,                    $5 to $9.99 = 1,500 shares                                           Committee(s)
          modify formula for                      Under $5 = 2,000 shares                                               Retainer
            retainer Stock
           grant, add annual                          Granted on date of
          Committee retainer,                           Annual Meeting
            modify meeting
            fee/daily rate
          formula, and delete
          annual option award
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>