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 SEPTEMBER 30, 1999
                                    ------------------

                                       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 incorporation or          (IRS Employer
organization)                                              Identification No.)

                 1999 Broadway, Suite 4300, Denver, Colorado 80202

-------------------------------------------------------------------------------
                (Address of principal executive offices) (Zip Code)

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

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

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


NUMBER OF SHARES OF COMMON STOCK OUTSTANDING ON OCTOBER 31, 1999: 31,370,905
                                                                  ----------

<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," "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  impact 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, such as the cyclicality of the Company's business and its dependence
on the aerospace  industry,  the sensitivity of the Company's business to global
industry capacity,  global economic conditions,  changes in product pricing, the
impact of long term contracts with customers on volumes and the ability to raise
prices,  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,  potential  difficulties  in integrating  acquisitions,  uncertainties
associated  with new product  development  and the supply of raw  materials  and
services and the possibility of disruptions of normal  business  activities from
"Year 2000" ("Y2K")  issues.  Should one or more of these risks  materialize (or
the  consequences  of such a development  worsen),  or should one or more of the
underlying  assumptions prove incorrect,  actual results could differ materially
from those forecasted or expected.


<PAGE>





                           TITANIUM METALS CORPORATION

                                      INDEX
<TABLE>
<CAPTION>

                                                                                                            Page

                                                                                                           NUMBER
<S>     <C>    <C>    <C>    <C>    <C>    <C>

PART I.       FINANCIAL INFORMATION

         Item 1.    Financial Statements.

                    Consolidated Balance Sheets - December 31, 1998 and

                      September 30, 1999                                                                     2-3

                    Consolidated Statements of Operations - Three months

                      and nine months ended September 30, 1998 and 1999                                       4

                    Consolidated Statements of Comprehensive Income - Three

                      months and nine months ended September 30, 1998 and 1999                                5

                    Consolidated Statements of Cash Flows - Nine months

                      ended September 30, 1998 and 1999                                                      6-7

                    Consolidated Statement of Stockholders' Equity - Nine

                      months ended September 30, 1999                                                         8

                    Notes to Consolidated Financial Statements                                              9-12

         Item 2.    Management's Discussion and Analysis of Financial

                      Condition and Results of Operations.                                                  13-17

PART II.     OTHER INFORMATION

         Item 1.    Legal Proceedings.                                                                       18

         Item 6.    Exhibits and Reports on Form 8-K.                                                        18

</TABLE>


<PAGE>


                           TITANIUM METALS CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)
<TABLE>
<CAPTION>

                                                                            DECEMBER 31,            SEPTEMBER 30,

                                ASSETS                                          1998                    1999
                                                                         --------------------    --------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Current assets:

  CASH AND CASH EQUIVALENTS                                                    $   15,464               $    6,792
  Accounts and other receivables, less
     ALLOWANCE OF $1,932 AND $2,230                                               126,988                   98,256
  RECEIVABLE FROM RELATED PARTIES                                                   8,119                    6,437
  REFUNDABLE INCOME TAXES                                                           6,819                    7,513
  INVENTORIES                                                                     225,880                  203,669
  PREPAID EXPENSES AND OTHER                                                       10,650                    9,301
  DEFERRED INCOME TAXES                                                             1,900                    2,293
                                                                         --------------------    --------------------

     TOTAL CURRENT ASSETS                                                         395,820                  334,261
                                                                         --------------------    --------------------


Other assets:

  INVESTMENTS IN JOINT VENTURES                                                    32,633                   30,329
  PREFERRED SECURITIES                                                             80,000                   80,000
  ACCRUED DIVIDENDS - PREFERRED SECURITIES                                              -                    5,123
  GOODWILL                                                                         59,547                   56,311
  OTHER INTANGIBLE ASSETS                                                          19,894                   17,030
  OTHER                                                                            14,129                   18,791
                                                                         --------------------    --------------------

     TOTAL OTHER ASSETS                                                           206,203                  207,584
                                                                         --------------------    --------------------


Property and equipment:

  LAND                                                                              5,974                    6,217
  BUILDINGS                                                                        26,128                   24,689
  INFORMATION TECHNOLOGY SYSTEMS AND EQUIPMENT                                     53,168                   55,574
  MANUFACTURING AND OTHER EQUIPMENT                                               281,072                  329,936
  CONSTRUCTION IN PROGRESS                                                         52,651                   11,430
                                                                         --------------------    --------------------
                                                                                  418,993                  427,846
  LESS ACCUMULATED DEPRECIATION                                                    67,770                   88,137
                                                                         --------------------    --------------------

     NET PROPERTY AND EQUIPMENT                                                   351,223                  339,709
                                                                         --------------------    --------------------

                                                                                $ 953,246               $ 881,554
                                                                         ====================    ====================






<PAGE>


<FN>


See accompanying notes to consolidated financial statements.


</FN>
</TABLE>

                           TITANIUM METALS CORPORATION

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)
<TABLE>
<CAPTION>

LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY                        DECEMBER 31,            SEPTEMBER 30,
                                                                                   1998                    1999

                                                                            -------------------- -- --------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Current liabilities:

  NOTES PAYABLE                                                                    $  5,134                 10,434
  Current maturities of long-term debt and
     CAPITAL LEASE OBLIGATIONS                                                          771                    670
  ACCOUNTS PAYABLE                                                                   69,302                 50,477
  ACCRUED LIABILITIES                                                                50,628                 33,203
  PAYABLE TO RELATED PARTIES                                                          3,223                  2,509
  INCOME TAXES                                                                        5,391                  6,781
  DEFERRED INCOME TAXES                                                               2,500                      -
                                                                            --------------------    --------------------

     TOTAL CURRENT LIABILITIES                                                      136,949                104,074
                                                                            --------------------    --------------------

Noncurrent liabilities:

  LONG-TERM DEBT                                                                     99,950                 84,454
  CAPITAL LEASE OBLIGATIONS                                                          10,069                  9,798
  PAYABLE TO RELATED PARTIES                                                          1,395                  1,340
  ACCRUED OPEB COST                                                                  24,065                 22,619
  ACCRUED PENSION COST AND OTHER                                                      8,754                  7,205
  DEFERRED INCOME TAXES                                                              14,200                 15,089
                                                                            --------------------    --------------------

     TOTAL NONCURRENT LIABILITIES                                                   158,433                140,505
                                                                            --------------------    --------------------

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                                                               8,237                  7,464

Stockholders' equity:

  PREFERRED STOCK                                                                         -                      -
  COMMON STOCK                                                                          315                    315
  ADDITIONAL PAID-IN CAPITAL                                                        347,972                347,984
  RETAINED EARNINGS                                                                  99,981                 82,359
  ACCUMULATED OTHER COMPREHENSIVE INCOME                                              1,317                 (1,189)
  TREASURY STOCK                                                                     (1,208)                (1,208)
                                                                            --------------------    --------------------

     TOTAL STOCKHOLDERS' EQUITY                                                     448,377                428,261
                                                                            --------------------    --------------------

                                                                                  $ 953,246              $ 881,554
                                                                            ====================    ====================
<FN>

Commitments and contingencies (Note 1)
</FN>
</TABLE>


<PAGE>


                           TITANIUM METALS CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                      (In thousands, except per share data)
<TABLE>
<CAPTION>

                                                          Three months ended                   Nine months ended
                                                             September 30,                       September 30,

                                                     ------------------------------     --------------------------------
                                                         1998             1999             1998               1999
                                                     -------------    -------------    --------------    ---------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Revenues and other income:

  NET SALES                                              $173,512         $112,706        $551,390          $374,451
  Equity in earnings (losses) of joint
     VENTURES                                                 782             (409)            964            (1,489)
  OTHER, NET                                                2,082            1,768           4,832             3,547
                                                     -------------
                                                                      -------------    --------------    ---------------
                                                          176,376          114,065         557,186           376,509
                                                     -------------    -------------    --------------    ---------------

Costs and expenses:

  COST OF SALES                                           130,494          108,722         418,437           344,495
  Selling, general, administrative and

     DEVELOPMENT                                           16,414           11,286          44,832            36,653
  RESTRUCTURING CHARGE                                          -                -           6,000                 -
  INTEREST                                                  1,376            2,049           2,325             5,035
                                                     -------------
                                                                      -------------    --------------    ---------------
                                                          148,284          122,057         471,594           386,183
                                                     -------------    -------------    --------------    ---------------

  Income (loss) before income taxes

     AND MINORITY INTEREST                                 28,092           (7,992)         85,592            (9,674)

INCOME TAX EXPENSE (BENEFIT)                                9,551           (2,796)         29,134            (3,384)
Minority interest - Convertible

   PREFERRED SECURITIES                                     2,133            2,166           6,566             6,500
OTHER MINORITY INTEREST                                       267              107           1,645             1,068
                                                     -------------    -------------    --------------    ---------------

  NET INCOME (LOSS)                                      $ 16,141         $ (7,469)       $ 48,247         $ (13,858)
                                                     =============    =============    ==============    ===============

DILUTED NET INCOME (LOSS)                                $ 18,274         $ (5,303)       $ 54,813          $ (7,358)
                                                     =============    =============    ==============    ===============

Earnings per share:

  BASIC                                                $     .51        $    (.24)         $  1.53            $ (.44)
  DILUTED                                                    .50             *             $  1.49              *

Weighted average shares outstanding:

  BASIC                                                    31,455           31,369          31,457            31,371
  DILUTED                                                  36,844           36,758          36,875            36,760
<FN>

*  Antidilutive
</FN>
</TABLE>


<PAGE>


                           TITANIUM METALS CORPORATION

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)
<TABLE>
<CAPTION>

                                                           Three months ended                  Nine months ended
                                                             September 30,                       September 30,

                                                     -------------------------------    --------------------------------
                                                         1998              1999             1998              1999
                                                     -------------     -------------    --------------    --------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

NET INCOME (LOSS)                                        $16,141           $(7,469)        $48,247          $(13,858)
Other comprehensive income - currency
   TRANSLATION ADJUSTMENT                                  4,754             4,109           3,714            (2,506)
                                                     -------------     -------------    --------------    --------------

     COMPREHENSIVE INCOME (LOSS)                         $20,895           $(3,360)        $51,961          $(16,364)
                                                     =============     =============    ==============    ==============


</TABLE>


<PAGE>






                           TITANIUM METALS CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Nine months ended September 30, 1998 and 1999

                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                       1998               1999
                                                                                  ---------------    ---------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Cash flows from operating activities:

  NET INCOME (LOSS)                                                                  $  48,247          $ (13,858)
  DEPRECIATION AND AMORTIZATION                                                         22,660             31,943
  Equity in (earnings) losses of joint ventures, net of dividends

    RECEIVED                                                                              (964)             2,660
  RESTRUCTURING CHARGE - NONCASH PORTION                                                 4,104                  -
  DEFERRED INCOME TAXES                                                                 10,478             (2,426)
  OTHER MINORITY INTEREST                                                                1,645              1,068
  Change in assets and liabilities, net of acquisitions:

    RECEIVABLES                                                                         12,612             27,197
    INVENTORIES                                                                        (49,169)            20,492
    PREPAID EXPENSES AND OTHER                                                             608              1,477
    ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                                            11,351            (31,502)
    ACCRUED RESTRUCTURING CHARGES                                                        1,397             (5,683)
    INCOME TAXES                                                                         3,239              1,151
    ACCOUNTS WITH RELATED PARTIES, NET                                                   9,286             (4,208)
    OTHER, NET                                                                            (786)            (7,310)
                                                                                  ---------------    ---------------

      NET CASH PROVIDED BY OPERATING ACTIVITIES                                         74,708             21,001
                                                                                  ---------------    ---------------

Cash flows from investing activities:

  CAPITAL EXPENDITURES                                                                 (79,210)           (18,672)
  BUSINESS ACQUISITIONS                                                                (27,038)                 -
  PROCEEDS FROM SALES OF PROPERTY AND EQUIPMENT                                              -              3,043
  OTHER, NET                                                                               (67)               209
                                                                                  ---------------    ---------------

      NET CASH USED BY INVESTING ACTIVITIES                                           (106,315)           (15,420)
                                                                                  ---------------    ---------------

Cash flows from financing activities:
  Indebtedness:

    BORROWINGS                                                                         121,800             57,731
    REPAYMENTS                                                                         (17,537)           (66,944)
  DIVIDENDS PAID                                                                        (2,517)            (3,764)
  TREASURY STOCK PURCHASED                                                              (1,208)                 -
  OTHER, NET                                                                               117               (289)
                                                                                  ---------------    ---------------
      NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                                 100,655            (13,266)
                                                                                  ---------------    ---------------

      Net cash provided (used) by operating,

         FINANCING AND INVESTING ACTIVITIES                                           $ 69,048           $ (7,685)
                                                                                  ===============    ===============


<PAGE>


<FN>


See accompanying notes to consolidated financial statements.


</FN>
</TABLE>

                           TITANIUM METALS CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                  Nine months ended September 30, 1998 and 1999

                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                    1998                1999
                                                                                --------------     ----------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Net increase (decrease) in cash and equivalents from:

  OPERATING, INVESTING AND FINANCING ACTIVITIES                                      $ 69,048           $ (7,685)
  CASH ACQUIRED                                                                         1,187                  -
  CURRENCY TRANSLATION                                                                  3,399               (987)
                                                                                --------------     ----------------
                                                                                       73,634             (8,672)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                       68,957             15,464
                                                                                --------------     ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $ 142,591           $  6,792
                                                                                ==============     ================

Supplemental disclosures - cash paid for:

    INTEREST, NET OF AMOUNTS CAPITALIZED                                              $ 1,971            $ 4,650
    CONVERTIBLE PREFERRED SECURITIES DIVIDENDS                                          9,999              9,999
    INCOME TAXES (REFUND), NET                                                         11,183             (5,239)

  Business acquisitions:

    CASH ACQUIRED                                                                   $   1,187        $         -
    RECEIVABLES                                                                         6,574                  -
    INVENTORIES                                                                        15,352                  -
    PROPERTY AND EQUIPMENT AND OTHER                                                   21,765                  -
    Investments in joint ventures                                                       8,085
    GOODWILL AND OTHER INTANGIBLES                                                      8,566                  -
    LIABILITIES ASSUMED                                                               (18,117)                 -
                                                                                --------------     ----------------
                                                                                       43,412                  -
    Less noncash consideration, principally property and

      EQUIPMENT                                                                       (16,374)                 -
                                                                                --------------     ----------------

      CASH PAID                                                                     $  27,038        $         -
                                                                                ==============     ================




<PAGE>



<FN>

          See accompanying notes to consolidated financial statements.

</FN>
</TABLE>

                           TITANIUM METALS CORPORATION

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      Nine months ended September 30, 1999

                                 (In thousands)
<TABLE>
<CAPTION>

                                                                           Accumulated Other
                                                                         Comprehensive Income
                                                 Additional            ------------------------
                                Common  Common    Paid-In    Retained    Currency      Pension     Treasury
                                Shares   Stock    Capital    Earnings   Translation  Liabilities     Stock     Total
                                ------  ------   ----------  ---------  -----------  -----------   --------  ---------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Balance at December 31, 1998    31,369  $  315   $ 347,972   $ 99,981   $     5,600  $   (4,283)  $ (1,208)  $ 448,377

Comprehensive income (loss)          -       -           -    (13,858)       (2,506)          -          -     (16,364)
Dividends paid ($.12 per share)      -       -           -     (3,764)            -           -          -      (3,764)
Other                                2       -          12          -             -           -          -          12
                                ------  ------   ---------    --------  -----------  ----------   --------    --------

Balance at September 30, 1999   31,371  $  315   $ 347,984    $ 82,359  $     3,094  $   (4,283)  $ (1,208)  $ 428,261
                                ======  ======   =========    ========  ===========  ==========   ========   =========







<PAGE>

<FN>


</FN>
</TABLE>

                           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, 1998 has been
condensed from the Company's audited  consolidated  financial statements at that
date. The consolidated  balance sheet at September 30, 1999 and the consolidated
statements of operations,  comprehensive  income,  stockholders' equity and cash
flows  for the  interim  periods  ended  September  30,  1998 and 1999 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  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, 1998 (the "1998 Annual Report").

     Acquisitions  in  1998  consist  of  the  previously-reported   April  1998
acquisition  of Loterios  S.p.A.  and July 1998  transaction  with  Wyman-Gordon
Company.

         For  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"
("MD&A"), (ii) Part II, Item 1 -- "Legal Proceedings," and (iii) the 1998 Annual
Report.

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, the United Kingdom and France, and its
products are sold throughout the world.  These worldwide  integrated  activities
compose the Company's principal segment, "Titanium melted and mill products."

         The  "Other"   segment   includes  the  Company's   titanium   castings
operations,  which were  combined in a joint  venture in August 1998,  and other
nonintegrated joint ventures.

         Operating  income,  inventory and  receivables  are the key  management
measures used to evaluate segment performance. Substantially all inventories and
receivables   at  December  31,  1998  and  September   30,  1999,   along  with
substantially all depreciation and amortization and capital expenditures for the
interim  periods  ended  September  30, 1998 and 1999,  relate to the  "Titanium
melted and mill products" segment.
<TABLE>
<CAPTION>

                                                       Three months ended                        Nine months ended
                                                          September 30,                            September 30,

                                                ----------------------------------     --------------------------------------
                                                    1998               1999                  1998                 1999
                                                --------------    ----------------    -------------------    ----------------
                                                         (In thousands)                           (In thousands)
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Net sales:

  TITANIUM MELTED & MILL PRODUCTS                  $ 171,060         $ 112,835               $ 531,045           $ 374,076
  OTHER                                                3,205               294                  22,946               1,631
  ELIMINATIONS                                          (753)             (423)                 (2,601)             (1,256)
                                                --------------    ----------------    -------------------    ----------------

                                                   $ 173,512         $ 112,706               $ 551,390            $374,451
                                                ==============    ================    ===================    ================

Mill products shipments:

  VOLUME (METRIC TONS)                                 3,500             2,800                  11,400               8,600
  AVERAGE PRICE ($ PER KILOGRAM)                     $ 35.50           $ 31.75                $ 34.75              $ 33.75

Equity in earnings (losses) of joint ventures:

  TITANIUM MELTED & MILL PRODUCTS                   $  1,181          $    137              $    1,923            $    119
  OTHER                                                 (399)             (546)                   (959)             (1,608)
                                                --------------    ----------------    -------------------    ----------------

                                                     $   782          $   (409)                $   964          $   (1,489)
                                                ==============    ================    ===================    ================


Operating income (loss):

  TITANIUM MELTED & MILL PRODUCTS                  $  28,285        $   (7,298)              $  88,651          $   (6,664)
  OTHER                                                 (943)             (543)                 (5,786)             (1,551)
                                                --------------    ----------------    -------------------    ----------------
                                                      27,342            (7,841)                 82,865              (8,215)
GENERAL CORPORATE INCOME, NET                          2,126             1,898                   5,052               3,576
INTEREST EXPENSE                                      (1,376)           (2,049)                 (2,325)             (5,035)
                                                --------------    ----------------    -------------------    ----------------

  Income (loss) before income taxes

    AND MINORITY INTEREST                          $  28,092        $   (7,992)              $  85,592          $   (9,674)
                                                ==============    ================    ===================    ================

</TABLE>

     Operating  income of the  "Other"  segment in the 1998  nine-month  period
includes a $6 million restructuring charge. See Note
4 and MD&A.
<TABLE>
<CAPTION>

                                                                                  DECEMBER 31, 1998       SEPTEMBER 30, 1999

                                                                                  ------------------     ---------------------
                                                                                                (In thousands)
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Investment in joint ventures:

  TITANIUM MELTED & MILL PRODUCTS                                                        $  22,044                $  20,963
  OTHER                                                                                     10,589                    9,366
                                                                                  ------------------     ---------------------

                                                                                         $  32,633                $  30,329
                                                                                  ==================     =====================
</TABLE>




<PAGE>


Note 3 - Inventories:
<TABLE>
<CAPTION>

                                                                                      DECEMBER 31,           SEPTEMBER 30,
                                                                                          1998                   1999

                                                                                   -------------------    --------------------
                                                                                                 (In thousands)
<S>     <C>    <C>    <C>    <C>    <C>    <C>

RAW MATERIALS                                                                             $   56,109              $   34,660
WORK-IN-PROCESS                                                                               97,947                 103,216
FINISHED PRODUCTS                                                                             61,213                  53,317
SUPPLIES                                                                                      10,611                  12,476
                                                                                   -------------------    --------------------

                                                                                           $ 225,880               $ 203,669
                                                                                   ===================    ====================
</TABLE>

         The average cost of LIFO  inventories  exceeded the net carrying amount
of such  inventories by  approximately  $28 million at each of December 31, 1998
and September 30, 1999.

Note 4 - Accrued liabilities:
<TABLE>
<CAPTION>

                                                                                      DECEMBER 31,           SEPTEMBER 30,
                                                                                          1998                   1999

                                                                                   -------------------    --------------------
                                                                                                 (In thousands)
<S>     <C>    <C>    <C>    <C>    <C>    <C>

OPEB COST                                                                               $   2,371                 $   2,291
PENSION COST                                                                                1,482                     1,113
OTHER EMPLOYEE BENEFITS                                                                    20,881                    13,913
ENVIRONMENTAL COSTS                                                                         2,273                     1,156
RESTRUCTURING COSTS                                                                         6,727                     1,044
TAXES, OTHER THAN INCOME                                                                    1,292                       315
CONVERTIBLE PREFERRED SECURITIES - ACCRUED DIVIDENDS                                        1,111                     1,111
OTHER                                                                                      14,491                    12,260
                                                                                   -------------------    --------------------

                                                                                         $ 50,628                  $ 33,203
                                                                                   ===================    ====================
</TABLE>

         Payments for restructuring costs during the nine months ended September
30,  1999  related  to  the  Company's  previously-reported  restructuring  plan
implemented  beginning in 1998  (aggregate  charge in 1998 of $24 million).  The
remaining  accrued  restructuring  costs at  September  30,  1999 of $1  million
consist primarily of unpaid personnel severance and benefits. Certain terminated
employees are being paid in installments  and payments for items such as benefit
continuation for terminated  employees  continue for specified  periods of time.
Substantially all such payments for the 1998  restructuring  will be made by the
end of 1999 although a nominal amount will be paid in 2000.

         As  previously   reported,   TIMET  is  considering  further  personnel
reductions and  rationalization of plant capacity and, as a result,  will likely
incur a restructuring charge in the fourth quarter of 1999. See also MD&A.


<PAGE>


Note 5 - Notes payable, long-term debt and capital lease obligations:

     Notes  payable at December  31,  1998 and  September  30,  1999  consist of
borrowings under the Company's short-term European bank credit agreements.

         Long-term  debt at  September  30,  1999  consists  of $76  million  of
borrowings under the Company's U.S. bank credit  agreement  (December 31, 1998 -
$80  million),  $7 million of borrowings  under its U.K.  bank credit  agreement
(December 31, 1998 - $19 million) and approximately $1 million of other European
debt. At September 30, 1999, the Company had approximately $32 million of unused
borrowing  availability under its U.S. and European bank credit agreements.  See
MD&A.

         Capital  lease  obligations  relate  principally  to  U.K.   production
facilities held under long-term leases with IMI plc.

Note 6 - Income taxes:

         The difference  between the Company's  provision for income tax expense
(benefit)  attributable  to pretax  income  (loss) and the amounts that would be
expected using the U.S.  federal  statutory income tax rate of 35% is summarized
below.
<TABLE>
<CAPTION>

                                                                                               Nine months
                                                                                             ended September

                                                                                                   30,

                                                                                      -------------------------------
                                                                                          1998              1999
                                                                                      -------------     -------------
                                                                                              (In thousands)
<S>     <C>    <C>    <C>    <C>    <C>    <C>

EXPECTED INCOME TAX EXPENSE (BENEFIT)                                                   $  29,957         $  (3,386)
FOREIGN TAX RATES                                                                            (152)              624
FOREIGN SALES CORPORATION BENEFIT                                                          (1,134)              (65)
U.S. STATE INCOME TAXES, NET                                                                  495              (521)
OTHER, NET                                                                                    (32)              (36)
                                                                                      -------------     -------------

                                                                                        $  29,134         $  (3,384)
                                                                                      =============     =============

</TABLE>

     Minority  interest  -  Convertible  Preferred  Securities  is stated net of
income  tax  benefits  of $3.5  million  in both the  1998  and 1999  nine-month
periods.


Note 7 - Ownership structure:

     At September  30,  1999,  Tremont  Corporation  held  approximately  39% of
TIMET's  outstanding  common stock.  Valhi,  Inc. and other entities  related to
Harold  C.  Simmons  hold  an  aggregate  of  approximately   55%  of  Tremont's
outstanding common stock. Mr.

Simmons may be deemed to control each of Valhi, Tremont and TIMET.


<PAGE>


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

              AND RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS

         SALES AND OPERATING INCOME. The Company's 1999 results were below those
of the same  periods in 1998  principally  due to a 25% decline in  year-to-date
mill  products  volume caused by lower demand in both  aerospace and  industrial
markets, as reported in earlier periods.

         Sales of $113 million in the third  quarter of 1999 were 12% lower than
the second quarter of this year  principally  due to both lower sales volume and
to product mix changes, as lower priced industrial products represented a higher
percentage of mill product  volume during the most recent  quarter.  The average
third  quarter mill product  selling  price  decreased  from the second  quarter
largely due to this mix change.  Third  quarter ingot sales volume was also down
from the second quarter.

         Total  cost of  sales  was 96% of sales in the  third  quarter  of 1999
compared  to 89% in the second  quarter of this year.  As  previously  reported,
third  quarter   volumes  were   impacted  by  declines  in  demand,   including
cancellations  and  push-outs by major  aerospace  customers,  and by production
difficulties and inefficiencies  primarily in TIMET's North American Operations.
Yield,  rework and deviated  material costs were higher,  plant  operating rates
were lower and resumption of production following certain maintenance  shutdowns
took longer than  expected.  The Company is focusing  additional  attention  and
resources on immediately improving certain aspects of its operating performance.

         Selling,  general and  administrative  and development  expenses in the
1999 periods were lower than in the corresponding 1998 periods,  but higher as a
percentage  of sales,  as not all such costs are variable,  particularly  in the
short term.

         Net sales of the  "Other"  segment  in 1999 were  lower  than last year
primarily  as a result of the  Company's  ceasing to  consolidate  its  castings
business  commencing  August  1998.  See  Note 2 to the  Consolidated  Financial
Statements.  Equity in earnings of joint  ventures of both  segments  were lower
than in 1998 as the result of declines in profitability or increased losses.

         TIMET  currently   believes  its  fourth  quarter  results,   excluding
restructuring charges, will improve from third quarter 1999 levels,  although it
expects to report an operating loss for the quarter.  The failure of a 2,500 ton
press in the Company's  Toronto,  Ohio mill products  plant in  mid-October  may
result in lower sales volume. The Company is currently  evaluating  alternatives
for production originally scheduled on this press. As previously reported, TIMET
is  considering  further  personnel  reductions  and  rationalization  of  plant
capacity in light of its revised  market  outlook and, as a result,  will likely
incur a restructuring charge in the fourth quarter of 1999.

         The Company  believes next year presents  continuing  challenges as the
commercial aerospace market is expected to remain depressed. TIMET's results for
next year will be heavily  dependent  upon volumes  actually  ordered  under its
long-term  agreements,  particularly  the contract  with Boeing.  The Company is
continuing  to work with  Boeing to both  determine  volume for next year and to
improve the way the contract is  administered by Boeing within its supplier base
in order to achieve  the  intended  benefits  to both  parties.  The  Company is
continuing  its  efforts  to  return  to   profitability   by  focusing  on  its
manufacturing  processes and reducing  overall costs, in addition to its efforts
to work closely with other major  customers to solidify its volume  position for
2000.

     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 major European currencies.
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 the  respective  functional
currency,  including sales and costs denominated in U.S. dollars, are subject to
exchange rate fluctuations which 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 local currencies. The Company's
export sales from the United States 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/translation losses were $1 million
during the nine months ended September 30, 1999. Foreign currency gains were $.4
million during the 1998 nine-month  period. At September 30, 1999,  consolidated
assets  and  liabilities   denominated  in  currencies   other  than  functional
currencies  were  approximately  $27  million  and  $14  million,  respectively,
consisting primarily of U.S. dollar cash, accounts receivable,  accounts payable
and  borrowings.  Exchange  rates among 11 European  currencies  (including  the
French franc, Italian lira and German mark, but excluding the UK pound sterling)
became  fixed  relative to each other as a result of the new  European  currency
unit ("euro")  effective in 1999. Costs associated with modifications of systems
to handle euro-denominated transactions have not been significant.

         GENERAL CORPORATE INCOME. General corporate income, net (which accounts
for substantially all of the Consolidated Statement of Operations caption "Other
income") includes  earnings on corporate cash equivalents,  which vary with cash
levels and interest rates, and accrued dividends on preferred securities.

         INTEREST  EXPENSE.  Interest expense in the 1999 periods is higher than
in the comparable  1998 periods,  reflecting  higher average  borrowing  levels,
higher  interest  rates and lower levels of interest  capitalization  on capital
projects in process.

         MINORITY  INTEREST.  Dividend  expense related to the Company's  6.625%
Convertible  Preferred Securities  approximated $3.3 million per quarter in both
1999 and 1998 and is reported  as minority  interest,  net of  allocable  income
taxes.

         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 can  impact  the  Company's  effective  tax rate.  See also Note 6 to the
Consolidated Financial Statements.


<PAGE>


         YEAR  2000.  Y2K  issues  exist  because  many  computer   systems  and
applications currently use two-digit fields to designate a year.  Date-sensitive
systems may recognize  the year 2000 as 1900,  or not at all. This  inability to
treat the year 2000 properly could cause systems to process critical  financial,
manufacturing  and  operational  information  incorrectly.  The Company has been
actively involved in addressing Y2K issues because of the need to ensure, to the
greatest  extent  possible,   that  its  business  operations  continue  without
significant  disruption after the millennium.  Most of the Company's information
systems  have  been  replaced  in  connection  with  the  implementation  of the
Company's  business-enterprise  system, the initial  implementation of which was
substantially  completed  with the roll-out of the system to the Company's  U.K.
subsidiary  in  February  1999.  The cost of the new system,  including  related
equipment  and  networks,  aggregated  approximately  $50 million  ($41  million
capital and $9 million expense).

         The Company,  with the help of outside  specialists and consultants (i)
has  completed its  assessment  of potential  Y2K issues in its  non-information
systems (e.g., its  manufacturing  and  communications  systems),  as well as in
those  information  systems  that were not  replaced by the new  enterprise-wide
system, and (ii) has completed its system remediation and testing.  Beginning in
the third quarter of 1999,  the Company's Y2K efforts  shifted from  remediation
and testing to  contingency  planning.  Nonetheless,  Y2K testing and monitoring
will continue  through the end of the year and into 2000 to help ensure that the
Company's  systems  continue to operate  without Y2K  problems.  The Company has
developed contingency plans to be implemented in the event that mission critical
systems and/or associated  processes  experience a Y2K failure.  The contingency
plans  will be tested and  rehearsed  through  the  remainder  of 1999.  In this
regard,  the Company is considering the temporary  shutdown of certain sensitive
production  operations  for a few days around the turn of the  millennium  as an
additional  safeguard  against the  unexpected  loss of utilities  service.  The
Company expects to schedule production to provide for such temporary  shutdowns.
The Company has expended  approximately  $4 million  through  September 1999 ($2
million  of which was in 1999) on  non-information  system  issues,  principally
embedded  system  technology,  and  expects to  additionally  incur less than $1
million on such issues in the  remainder of 1999.  The  Company's  evaluation of
potential Y2K exposure related to key suppliers and customers is also in process
and will continue throughout 1999.

         Although the Company  believes its key information and  non-information
systems  are Y2K  ready,  it cannot  predict  whether  it will  find  additional
problems that would result in unplanned upgrades of applications during the rest
of the year or even after December 1999. As a result of these uncertainties, the
Company  cannot  predict  the  impact on its  financial  condition,  results  of
operations or cash flows resulting from Y2K failures in systems that the Company
directly or indirectly relies upon. Should the Company's Y2K readiness plans not
be  successful or be delayed  beyond  December  1999,  the  consequences  to the
Company could be  far-reaching  and material,  including an inability to produce
titanium metal products at its manufacturing facilities,  which could lead to an
indeterminate  amount of lost revenue.  Other  potential  negative  consequences
could include  impeded  communications  or power  supplies,  slower  transaction
processing and financial  reporting,  and potential  liability to third parties.
Although not  anticipated,  the most reasonably  likely  worst-case  scenario of
failure by the Company or its key  suppliers  or  customers  to become Y2K ready
would be a short-term  slowdown or cessation of manufacturing  operations at one
or more of the Company's  facilities  and a short-term  inability on the part of
the Company to process  orders and billings in a timely  manner,  and to deliver
products to customers.


<PAGE>


                         LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 1999,  the Company had net debt of  approximately  $88
million ($95 million of notes payable and long-term  debt and $7 million of cash
and  equivalents).  As limited by provisions of its U.S. credit  agreement,  the
Company had an aggregate of $32 million of unused borrowing  availability  under
its U.S. and European credit lines at September 30, 1999. The Company  currently
believes it will not meet all of the financial covenants in its U.S. bank credit
agreement at the end of 1999, and intends to seek to amend or replace the credit
agreement.

         OPERATING  ACTIVITIES.   Cash  provided  by  operating  activities  was
approximately  $21 million for the nine-month  period ended  September 30, 1999,
down from $75 million for the same period in 1998, as summarized below.
<TABLE>
<CAPTION>

                                                                                                    Nine months ended
                                                                                                      September 30,

                                                                                            ----------------------------------
                                                                                                 1998               1999
                                                                                            ---------------    ---------------
                                                                                                     (in thousands)
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Cash provided by operating activities:

  Excluding changes in assets and liabilities                                                   $ 86,170           $ 19,387
  Changes in assets and liabilities                                                              (11,462)             1,614
                                                                                            ---------------    ---------------

                                                                                                $ 74,708           $ 21,001
                                                                                            ===============    ===============
</TABLE>

         Cash provided by operating activities,  excluding changes in assets and
liabilities,  generally followed the decline in operating results.  Depreciation
in 1999 is higher than in 1998  resulting  from the  Company's  major  1997-1998
capital program, including the business-enterprise system. Results of operations
in 1998 included a second  quarter  restructuring  charge which was  principally
noncash.

         Changes  in assets  and  liabilities  reflect  primarily  the timing of
purchases, production and sales. The Company's plan of action to address current
market  conditions   includes   reductions  in  working  capital,   particularly
inventories and receivables, both of which have been reduced in 1999. Changes in
accounts payable and accrued  liabilities in 1999 include the effect of payments
to suppliers of titanium  sponge and other raw materials  for purchases  made in
late 1998 being higher than payables at the end of September for 1999 purchases,
as well as the effect of lower purchase and headcount levels on accounts payable
and accrued liabilities.

         Dividends  on the $80  million of  Special  Metals  Corporation  6.675%
convertible  preferred  stock held by the Company have been  deferred by SMC for
1999 due to limitations  imposed by SMC's bank credit  agreement.  Management of
SMC has advised the Company  they  currently  are seeking to amend SMC's  credit
agreement and do not expect SMC to be permitted to pay dividends or dividends in
arrears  during  2000.  As a result,  at  September  30,  1999 the  Company  has
classified  its  accrued  dividends  on  the  SMC  preferred   securities  as  a
non-current  asset. The Company  currently  believes that the realization of its
investment  in  SMC by the  maturity  date  of the  securities  in  2005  is not
impaired.

         INVESTING ACTIVITIES.  The Company's major capital expenditure program,
which  aggregated  $180 million in 1997 and 1998,  is completed  and the Company
estimates  that  capital  expenditures  for all of  1999  will  approximate  $25
million.  Business  acquisitions  in 1998  consist of the  purchase  of Loterios
S.p.A. and the Wyman-Gordon transaction.  Proceeds from the sale of property and
equipment in 1999  include  assets sold as part of the  Company's  restructuring
activities.


<PAGE>


     FINANCING  ACTIVITIES.  Net borrowings in the 1998 period included  amounts
used to fund the Company's acquisitions and its capital expenditure program. Net
repayments in 1999 reflect reductions of outstanding borrowings in both the U.S.
and U.K.

         In November 1999, the Company's board of directors voted to suspend the
regular  quarterly  dividend on its common stock in view of, among other things,
the continuing weakness in overall market demand for titanium metal products.

         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 each. The board of directors decided to
continue distributions on the Company's Convertible Preferred Securities for the
fourth  quarter of 1999. The board will  re-evaluate  the  continuation  of such
payments on a quarter-by-quarter basis.

         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 the light of its current  outlook,
may in the  future  seek to raise  additional  capital,  modify  its  common and
preferred dividend policy, 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.


<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.

         Reference is made to the Company's 1998 Annual Report for  descriptions
of certain previously-reported legal proceedings.

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

(a)      Exhibits:

         27.1  Financial Data Schedule for the quarter ended September 30, 1999.

(b)      Reports on Form 8-K:

         Reports on Form 8-K filed by the  Registrant for the quarter ended
September 30, 1999 and through November 8, 1999:

                Filing Date                          Items Reported

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

              July 26, 1999                            5 and 7
              July 26, 1999                            5 and 7
              October 4, 1999                          5 and 7
              October 7, 1999                          5 and 7
              October 28, 1999                         5 and 7
              November 4, 1999                         5 and 7


<PAGE>


                                   SIGNATURES

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

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

Date: November 8, 1999          By     /s/ J. Thomas Montgomery, Jr.
-----------------------------          ----------------------------------------
                                       J. Thomas Montgomery, Jr.
                                       Vice President - Finance and Treasurer
                                      (Principal Finance and Accounting Officer)