EXHIBIT 10.2


                 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT


THIS SECOND  AMENDMENT TO PURCHASE AND SALE AGREEMENT  (the "Second  Amendment")
reference  _______,  dated  and  effective  as of  this [ * ] of [ * ] is by and
between  ROLLS-ROYCE  plc,  whose  registered  office is at 65 Buckingham  Gate,
London,  SW1E 6AT,  England,  incorporated  under the laws of England (Reg.  No.
1003142) ("R-R"), and TITANIUM METALS CORPORATION,  whose corporate headquarters
are located at 1999  Broadway,  Suite 4300,  Denver,  CO 80202,  USA, a Delaware
corporation ("TIMET"). TIMET and R-R are together referred to as the "Parties."

                                    RECITALS

A.   R-R and TIMET have  executed an Agreement for Purchase and Sale of Titanium
     dated as of [ * ] as amended by the First  Amendment  to Purchase  and Sale
     Agreement  dated as of [ * ] (together,  the "Master  Agreement").  Certain
     capitalized  terms used in this Second  Amendment  but not  defined  herein
     shall have the meanings  ascribed to them in the Master Agreement or in the
     Exhibits and Schedules  thereto,  all of which together form and constitute
     the Master Agreement.

B.   R-R and  TIMET  wish to amend  the  Master  Agreement  by the terms of this
     Second Amendment.

C.   Upon  execution  by both  Parties  of this  Second  Amendment,  the  Master
     Agreement shall be amended by this Second Amendment,  and, thereafter,  the
     term "Master Agreement" shall mean that agreement as so amended.

NOW, THEREFORE, the Parties agree that the Master Agreement is amended follows:

                                   AMENDMENTS

1.   PRICING MATTERS

1.1  Section 4.1 of the Master  Agreement  shall be deleted in its  entirety and
     replaced with the following new Section 4.1:

     "4.1 [ * ] for  deliveries of TIMET  Titanium  Products [ * ] through [ * ]
          shall be as set forth on Schedule 1 to the Common Terms."

1.2  Section 4.3 of the Master  Agreement  shall be deleted in its  entirety and
     replaced with the following new Section 4.3:

     "4.3 [ * ] for deliveries of TIMET  Titanium  Products [ * ] shall be [ * ]
          based upon the  application of the formula set forth in Section 3.2 of
          the Common Terms.  TIMET will provide R-R, no later than [ * ] of each
          year (commencing [ * ]), with TIMET's calculation of the [ * ] for [ *
          ]."

1.3  Sections 3.1 and 3.2 of the Common Terms shall be deleted in their entirety
     and replaced with the following new Sections 3.1 and 3.2:

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     "3.1 Pricing for all TIMET  Titanium  Products sold to Purchaser will be as
          set forth on Schedule 1 to these Common Terms, a current copy of which
          is attached  hereto,  except (a) as otherwise agreed in writing by R-R
          and TIMET,  or (b) as  otherwise  provided in this Article 3 for TIMET
          Titanium  Products [ * ].  Pricing  for TIMET  Titanium  Products  not
          specifically  identified  in  Schedule  1 will be  established  by the
          mutual  agreement  of R-R and TIMET for all Purchase  Agreements  (R-R
          acting as agent for  Purchaser  in such case).  Such  pricing  will be
          established  by applying  the [ * ] used in  developing  the  original
          Schedule  1. Any such  additional  prices  for new or  modified  TIMET
          Titanium Products will be evidenced by the execution of an amended and
          restated Schedule 1 signed by both R-R and TIMET which shall set forth
          the effective  date of such amended and restated  Schedule 1 and shall
          thereupon be substituted for the  then-current  Schedule 1. Schedule 1
          shall be redacted,  as appropriate  from time to time, to contain only
          those TIMET Titanium Products being purchased by Purchaser."

     "3.2 For  TIMET  Titanium  Products  [ * ],  the  prices  set  forth in the
          then-current  Schedule 1 are subject to [ * ], subject to an [ * ] not
          to exceed [ * ],  effective  [ * ] of [ * ], based upon the  following
          formula:

               [ * ]

               where:

               [ * ] is the [ * ] for the given [ * ] to be applied  for the [ *
               ](which  price shall reflect the [ * ] of any [ * ] as the result
               of any [ * ], as provided in Section  3.5 of these  Common  Terms
               and Article 6 of the Master Agreement).

               [ * ] is the [ * ] for the given [ * ] (i.e.,  [ * ] in which the
               [ * ] is being made to be [ * ] for the [ * ].

               [ * ] is equal to [ * ],

               where [ * ] is the  value of the [ * ]and [ * ] is the value of [
               * ].

               [ * ] is equal to [ * ],

               where [ * ] is the  value of the [ * ], and [ * ] is the value of
               [ * ].

               [ * ] is equal to [ * ],

               where [ * ] is the  value of the [ * ], and [ * ] is the value of
               [ * ].

               Each  successive  calculation  shall be [ * ],  except that [ * ]
               shall be [ * ].  All  referenced  [ * ] values  to be used in the
               above  formula  shall  be [ * ]  values  as of [ * ] in the [ * ]
               specified,  and the [ * ] for such  dates  shall be [ * ] not [ *
               ]."


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2.   MISCELLANEOUS

Section 7 of the  Master  Agreement  shall be  amended  by adding  thereto a new
Section 7.6, as follows:

     "7.6 Without  limiting  any existing  obligation  of R-R to TIMET under the
          Master  Agreement,  R-R  agrees  that it will use its best  efforts to
          support the  inclusion  of TIMET as a [ * ] in the [ * ] and the [ * ]
          for the [ * ], including without  limitation  working to support TIMET
          with any [ * ] or [ * ] that might be  necessary or useful in relation
          to such [ * ]."

3.   VOLUME COMMITMENT

The version of Section  4.1(a) of the Common Terms that is applicable to R-R and
contained in Section 8.1 of the Master  Agreement  shall be deleted and replaced
in its entirety by the  following  new Section  4.1(a) to be included in Section
8.1 of the Master Agreement:

     "4.1(a) a volume of TIMET  Titanium  Products  comprised  of [ * ] not less
          that the greater of the volume identified in subpart (i) or the volume
          identified in subpart (ii) below:

               (i)  the difference  between (A) [ * ] and (B) the [ * ] of [ * ]
                    for such [ * ]; or

               (ii) for all periods  ending on or prior to [ * ]: the difference
                    between (A) [ * ] for [ * ] for such [ * ] and (B) the [ * ]
                    of [ * ] for  such  [ * ];  for  [ * ]  through  [ * ]:  the
                    difference  between  (A) [ * ] for [ * ] for  such [ * ] and
                    (B) the [ * ] of [ * ] for such [ * ];  and for all  periods
                    commencing on or after [ * ]: the difference between (A) [ *
                    ] for [ * ] for  such [ * ] and  (B)  the [ * ] of [ * ] for
                    such [ * ]; and"

4.   [ * ] LIMITATIONS

Section  2.10 of the Common  Terms shall be deleted in its entirety and replaced
with the following new Section 2.10:

     "2.10Excluded Volume" means, for any given [ * ], the aggregate volume ([ *
          ]) of all  Titanium  Products  purchased  directly  or  indirectly  by
          Purchaser for end use in an [ * ] from a titanium  producer other than
          TIMET solely for one of the following reasons: (a) [ * ] was not a [ *
          ] of the [ * ] (provided [ * ] had previously been given [ * ] and a [
          * ], (b) the [ * ] in such instance  (provided that in the case such [
          * ] of a [ * ] is the  result  [ * ] has been [ * ], (c) [ * ] did not
          agree to [ * ] acceptable  to Purchaser [ * ] because such [ * ] would
          have [ * ], or (d) [ * ], provided such [ * ] may not [ * ]."

5.   TERM; TERMINATION

5.1  Section  5.1 of the  Common  Terms  shall be deleted  in its  entirety  and
     replaced with the following new Section 5.1:

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     "5.1 The Purchase Agreement shall expire on [ * ], if not sooner terminated
          in  accordance  with another  provision of this Article 5. TIMET shall
          not be obligated to accept any Purchase  Order calling for delivery of
          a TIMET Titanium Product after such date. The parties agree,  however,
          that  during [ * ] they shall meet to discuss  the terms on which they
          might mutually agree to extend this agreement beyond [ * ].

5.2  R-R and TIMET  expressly  agree and intend that in  consideration  of their
     mutual  agreement  to  enter  into  this  Second  Amendment,  each  of them
     respectively waives any rights, conditions or circumstances that existed or
     may have existed prior to the execution of this Second Amendment that would
     have permitted  either party to exercise its  termination  rights under the
     Master  Agreement,  whether  arising under Sections 5.1, 5.2, or 5.3 of the
     Master Agreement, Section 5.2 of the Common Terms, or otherwise.

6.   RENUMBERING  OF CROSS  REFERENCES  TO AMENDED  SECTIONS.  To the extent any
     sections in the Master  Agreement are renumbered upon the  effectiveness of
     this Second Amendment,  all  cross-references  to such renumbered  sections
     contained  in any  part of the  Master  Agreement  shall  be  deemed  to be
     revised, as appropriate, to refer to the renumbered section.

7.   CONTINUING  EFFECTIVENESS OF MASTER AGREEMENT.  Except as expressly amended
     by this Second  Amendment,  the Master Agreement shall remain in full force
     and effect.

8.   COUNTERPARTS.  This Second Amendment may be executed in multiple, identical
     counterparts, each of which shall be an original, but all of which together
     shall constitute one and the same agreement.

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IN WITNESS  WHEREOF,  this Second  Amendment to Purchase  and Sale  Agreement is
executed by an authorized representative of each Party to be effective as of the
date first hereinabove set forth.

ROLLS-ROYCE plc


By:______________________________________

Name:____________________________________

Title:___________________________________

Notices to:
Rolls-Royce plc
P.O. Box 31
Derby DE24 8BJ, England
Attn: [ * ]
Purchasing Executive--Castings and Raw Materials
Facsimile No.: [ * ]



TITANIUM METALS CORPORATION


By:______________________________________

Name:____________________________________

Title:___________________________________

Notices to:                               With a copy to:
----------                                --------------
TIMET UK Limited                          Titanium Metals Corporation
P.O. Box 704                              1999 Broadway, Suite 4300
Witton                                    Denver, Colorado 80202
Birmingham B6 7UR                         USA
England                                   Attn:  Vice President, General Counsel
Attn: Director--Sales and Marketing                & Secretary
Facsimile No.: [ * ]                      Facsimile No.: [ * ]

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