SECURITIES AN.D EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 2002

                                       OR

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

                         Commission file number 0-28538



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



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




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




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


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


                                 Yes X No
                                    ---  ---


Number of shares of common stock outstanding on May 10, 2002: 31,866,338



<PAGE>








Forward-Looking Information


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


<PAGE>

                           TITANIUM METALS CORPORATION

                                      INDEX


                                                                           Page
                                                                          Number

PART I.   FINANCIAL INFORMATION

  Item 1. Consolidated Financial Statements

    Consolidated Balance Sheets - March 31, 2002 (unaudited)
      and December 31, 2001                                                  2

    Consolidated Statements of Operations - Three months
      ended March 31, 2002 and 2001 (unaudited)                              4

    Consolidated Statements of Comprehensive Income (Loss) -
      Three months ended March 31, 2002 and 2001 (unaudited)                 5

    Consolidated Statements of Cash Flows - Three months
      ended March 31, 2002 and 2001 (unaudited)                              6

    Consolidated Statement of Changes in Stockholders' Equity -
      Three months ended March 31, 2002 (unaudited)                          8

    Notes to Consolidated Financial Statements (unaudited)                   9

  Item 2. Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                           18

  Item 3. Quantitative and Qualitative Disclosures about Market Risk        25


PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings                                                 26

  Item 4. Submission of Matters to a Vote of Security Holders               26

  Item 6. Exhibits and Reports on Form 8-K                                  26


<PAGE>

                           TITANIUM METALS CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                     March 31,           December 31,
                                                                                       2002                  2001
                                                                                ------------------    ------------------
ASSETS                                                                              (unaudited)
<S>                                                                             <C>                   <C>
Current assets:
  Cash and cash equivalents                                                     $        5,913        $       24,500
  Accounts and other receivables, less
    allowance of $2,676 and $2,739                                                      79,526                83,347
  Receivables from related parties                                                       5,630                 5,907
  Refundable income taxes                                                                1,221                   470
  Inventories                                                                          192,766               185,052
  Prepaid expenses and other                                                             6,256                 9,026
  Deferred income taxes                                                                    368                   385
                                                                                ------------------    ------------------


    Total current assets                                                               291,680               308,687

Investment in joint ventures                                                            21,155                20,585
Preferred securities of Special Metals Corporation ("SMC")                                 -                  27,500
Property and equipment, net                                                            267,577               275,308
Goodwill, net                                                                           44,166                44,310
Other intangible assets, net                                                             9,264                 9,836
Deferred income taxes                                                                       57                    56
Other                                                                                   13,093                13,101
                                                                                ------------------    ------------------

                                                                                $      646,992        $      699,383
                                                                                ==================    ==================
</TABLE>

                                     - 2 -

<PAGE>

                           TITANIUM METALS CORPORATION

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                     March 31,           December 31,
                                                                                       2002                  2001
                                                                                ------------------    ------------------
LIABILITIES, MINORITY INTEREST AND                                                  (unaudited)
  STOCKHOLDERS' EQUITY
<S>                                                                             <C>                   <C>
Current liabilities:
  Notes payable                                                                 $        1,654        $        1,522
  Current maturities of long-term debt and
    capital lease obligations                                                              648                   512
  Accounts payable                                                                      34,040                42,821
  Accrued liabilities                                                                   39,831                41,799
  Customer advance payments                                                             29,363                33,242
  Payable to related parties                                                               311                 1,612
  Income taxes                                                                           1,372                   746
  Deferred income taxes                                                                     91                   106
                                                                                ------------------    ------------------


    Total current liabilities                                                          107,310               122,360

Long-term debt                                                                          12,762                10,712
Capital lease obligations                                                                8,727                 8,598
Payable to related parties                                                                 644                   953
Accrued OPEB cost                                                                       14,852                15,980
Accrued pension cost                                                                    23,666                23,690
Accrued environmental cost                                                               3,262                 3,262
Deferred income taxes                                                                    4,415                 5,509
Other                                                                                       21                   237
                                                                                ------------------    ------------------

    Total liabilities                                                                  175,659               191,301
                                                                                ------------------    ------------------

Minority interest - Company-obligated mandatorily
  redeemable preferred securities of subsidiary trust
  holding solely subordinated debt securities ("Convertible
  Preferred Securities")                                                               201,241               201,241
Other minority interest                                                                  9,245                 8,727

Stockholders' equity:
  Preferred stock                                                                          -                     -
  Common stock                                                                             319                   319
  Additional paid-in capital                                                           350,514               350,514
  Accumulated deficit                                                                  (51,923)              (15,841)
  Accumulated other comprehensive loss                                                 (36,550)              (35,274)
  Treasury stock, at cost  (90 shares)                                                  (1,208)               (1,208)
  Deferred compensation                                                                   (305)                 (396)
                                                                                ------------------    ------------------

    Total stockholders' equity                                                         260,847               298,114
                                                                                ------------------    ------------------

                                                                                $      646,992        $      699,383
                                                                                ==================    ==================
<FN>

Commitments and contingencies (Note 12)

</FN>
</TABLE>

          See accompanying notes to consolidated financial statements.
                                      - 3 -

<PAGE>

                           TITANIUM METALS CORPORATION

                CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                      Three months ended March 31,
                                                                                ----------------------------------------
                                                                                       2002                  2001
                                                                                ------------------    ------------------
<S>                                                                             <C>                   <C>
Revenues and other income:
  Net sales                                                                     $      104,440        $      124,008
  Equity in earnings of joint ventures                                                     505                   866
  Other                                                                                     73                 2,236
                                                                                ------------------    ------------------
                                                                                       105,018               127,110
                                                                                ------------------    ------------------

Costs and expenses:
  Cost of sales                                                                         99,332               116,745
  Selling, general, administrative and development                                      10,379                10,700
  Restructuring income                                                                     -                    (220)
  Interest                                                                                 738                 1,512
  Other                                                                                 28,151                   -
                                                                                ------------------    ------------------
                                                                                       138,600               128,737
                                                                                ------------------    ------------------

    Loss before income taxes and minority interest                                     (33,582)               (1,627)

Income tax benefit                                                                      (1,454)                 (570)
Minority interest - Convertible Preferred Securities,
  net of tax in 2001                                                                     3,333                 2,186
Other minority interest, net of tax                                                        621                   373
                                                                                ------------------    ------------------

    Net loss                                                                    $      (36,082)       $       (3,616)
                                                                                ==================    ==================

Basic and diluted loss per share                                                $        (1.14)       $         (.12)
                                                                                ==================    ==================
Basic and diluted weighted average
  shares outstanding                                                                    31,562                31,417
                                                                                ==================    ==================
</TABLE>

          See accompanying notes to consolidated financial statements.
                                      - 4 -

<PAGE>

                           TITANIUM METALS CORPORATION

       CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                      Three months ended March 31,
                                                                                ----------------------------------------
                                                                                       2002                  2001
                                                                                ------------------    ------------------
<S>                                                                             <C>                   <C>
Net loss                                                                        $      (36,082)       $       (3,616)

Other comprehensive loss - currency
  translation adjustment                                                                (1,276)               (4,308)
                                                                                ------------------    ------------------

Comprehensive loss                                                              $      (37,358)       $       (7,924)
                                                                                ==================    ==================
</TABLE>

          See accompanying notes to consolidated financial statements.
                                      - 5 -

<PAGE>

                           TITANIUM METALS CORPORATION

               CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                      Three months ended March 31,
                                                                                ----------------------------------------
                                                                                       2002                  2001
                                                                                ------------------    ------------------
<S>                                                                             <C>                   <C>
Cash flows from operating activities:
  Net loss                                                                      $      (36,082)       $       (3,616)
  Depreciation and amortization                                                          9,034                10,072
  Noncash impairment of SMC securities                                                  27,500                   -
  Equity in earnings of joint ventures, net of distributions                              (385)                 (716)
  Deferred income taxes                                                                 (1,016)               (1,701)
  Other minority interest                                                                  621                   373
  Other, net                                                                               674                   (59)
  Change in assets and liabilities:
    Receivables                                                                          3,077               (14,633)
    Inventories                                                                         (8,704)                4,188
    Prepaid expenses and other                                                           2,769                (1,952)
    Accounts payable and accrued liabilities                                            (9,952)               (8,663)
    Customer advance payments                                                           (3,960)                  334
    Accrued restructuring charges                                                           (8)                 (275)
    Income taxes                                                                        (1,129)                  480
    Accounts with related parties, net                                                  (1,333)                1,087
    Accrued OPEB and pension costs                                                        (857)                   73
    Accrued dividends on SMC securities                                                    -                    (148)
    Accrued dividends on Convertible Preferred Securities                                  -                   3,352
    Other, net                                                                             550                (1,277)
                                                                                ------------------    ------------------
    Net cash used by operating activities                                              (19,201)              (13,081)
                                                                                ------------------    ------------------
Cash flows from investing activities:
  Capital expenditures                                                                  (1,282)               (2,601)
                                                                                ------------------    ------------------

    Net cash used by investing activities                                               (1,282)               (2,601)
                                                                                ------------------    ------------------

Cash flows from financing activities:
  Indebtedness:
    Borrowings                                                                         102,704               165,540
    Repayments                                                                        (100,512)             (154,861)
  Other, net                                                                              (182)                   17
                                                                                ------------------    ------------------

    Net cash provided by financing activities                                            2,010                10,696
                                                                                ------------------    ------------------

    Net cash used by operating, investing
      and financing activities                                                  $      (18,473)       $       (4,986)
                                                                                ==================    ==================
</TABLE>

          See accompanying notes to consolidated financial statements.
                                      - 6 -

<PAGE>

                           TITANIUM METALS CORPORATION

          CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (CONTINUED)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                      Three months ended March 31,
                                                                                ----------------------------------------
                                                                                       2002                  2001
                                                                                ------------------    ------------------
<S>                                                                             <C>                   <C>
Cash and cash equivalents
  Net increase (decrease) from:
    Operating, investing and financing activities                               $      (18,473)       $       (4,986)
    Currency translation                                                                  (114)                   31
                                                                                ------------------    ------------------
                                                                                       (18,587)               (4,955)
  Cash at beginning of period                                                           24,500                 9,796
                                                                                ------------------    ------------------

  Cash at end of period                                                         $        5,913        $        4,841
                                                                                ==================    ==================
Supplemental disclosures:
  Cash paid for:
    Interest, net of amounts capitalized                                        $          413        $        1,323
    Convertible Preferred Securities dividends                                  $        3,333        $          -
    Income taxes, net                                                           $          691        $          668

</TABLE>

          See accompanying notes to consolidated financial statements.
                                      - 7 -

<PAGE>

                           TITANIUM METALS CORPORATION

      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                     Accumulated Other
                                                                    Comprehensive Loss
                                           Additional             -----------------------                          Total
                             Common Common  Paid-In   Accumulated  Currency     Pension   Treasury   Deferred   Stockholders'
                             Shares Stock   Capital     Deficit   Translation Liabilities  Stock   Compensation    Equity
                             ------ ------ ---------- ----------- ----------- ----------- -------- ------------ -------------
<S>                          <C>    <C>    <C>        <C>         <C>         <C>         <C>      <C>          <C>
Balance at December 31, 2001 31,856 $  319 $ 350,514  $  (15,841) $  (14,395) $  (20,879) $(1,208) $      (396) $    298,114

Components of comprehensive
  income (loss):
    Net loss                    -      -         -       (36,082)        -           -        -            -         (36,082)
    Change in cumulative
      currency translation
      adjustment                -      -         -           -        (1,276)        -        -            -          (1,276)

Amortization of deferred
  compensation                  -      -         -           -           -           -        -             91            91
                             ------ ------ ---------- ----------- ----------- ----------- -------- ------------ -------------

Balance at March 31, 2002    31,856 $  319 $ 350,514  $  (51,923) $  (15,671) $  (20,879) $(1,208) $      (305) $    260,847
                             ====== ====== ========== =========== =========== =========== ======== ============ =============
</TABLE>

          See accompanying notes to consolidated financial statements.
                                      - 8 -

<PAGE>

                           TITANIUM METALS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


Note 1 - Organization and basis of presentation

     Titanium Metals Corporation  ("TIMET") is a vertically  integrated producer
of  titanium  sponge,  melted  products  and a  variety  of  mill  products  for
aerospace,  industrial  and  other  applications.  At March  31,  2002,  Tremont
Corporation  ("Tremont") held  approximately 39% of TIMET's  outstanding  common
stock. At March 31, 2002, the Combined Master Retirement Trust ("CMRT"), a trust
formed by Valhi,  Inc.  ("Valhi") to permit the collective  investment by trusts
that maintain the assets of certain  employee benefit plans adopted by Valhi and
related companies,  held approximately an additional 3% of TIMET's common stock.
At March 31, 2002,  subsidiaries of Valhi held an aggregate of approximately 80%
of Tremont's outstanding common stock, and Contran Corporation ("Contran") held,
directly  or through  subsidiaries,  approximately  94% of  Valhi's  outstanding
common stock. Substantially all of Contran's outstanding voting stock is held by
trusts  established  for the benefit of certain  children and  grandchildren  of
Harold C.  Simmons,  of which Mr.  Simmons is sole  trustee.  In  addition,  Mr.
Simmons  is the sole  trustee  of the CMRT and a member of the trust  investment
committee  for the CMRT.  Mr.  Simmons may be deemed to control each of Contran,
Valhi, Tremont and TIMET.

     The  consolidated  balance  sheet at March  31,  2002 and the  consolidated
statements of operations,  comprehensive income (loss), changes in stockholders'
equity and cash flows for the interim periods ended March 31, 2002 and 2001 have
been prepared by the Company  without audit.  In the opinion of management,  all
adjustments  necessary to present fairly the  consolidated  financial  position,
results of operations  and cash flows have been made.  The results of operations
for interim periods are not necessarily indicative of the operating results of a
full  year or of  future  operations.  Certain  prior  year  amounts  have  been
reclassified to conform to the current year presentation.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted.  The  accompanying   consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  included in the  Company's  Annual  Report on Form 10-K for the year
ended December 31, 2001 (the "2001 Annual Report").



                                      - 9 -

<PAGE>

Note 2 - Business segment information

     The  Company's  worldwide  operations  are  conducted  through one business
segment - the  production  and sale of titanium  melted and mill  products.  The
following  provides   supplemental   segment  information  to  the  consolidated
statements of operations:

<TABLE>
<CAPTION>
                                                                                      Three months ended March 31,
                                                                                ----------------------------------------
                                                                                       2002                  2001
                                                                                ------------------    ------------------
                                                                               ($ in thousands except selling price data)
<S>                                                                             <C>                   <C>
Net sales                                                                       $      104,440        $      124,008
Cost of sales                                                                           99,332               116,745
                                                                                ------------------    ------------------

Gross margin                                                                             5,108                 7,263

Selling, general, administrative and development expense                                10,379                10,700
Equity in earnings of joint ventures                                                       505                   866
Restructuring income                                                                       -                    (220)
Other income                                                                                51                   536
                                                                                ------------------    ------------------

Operating loss                                                                          (4,715)               (1,815)

General corporate income (expense):
  Dividends and interest income                                                             65                 1,532
  Currency translation and other, net                                                     (694)                  168
  Impairment of investment in SMC                                                      (27,500)                  -
Interest expense                                                                           738                 1,512
                                                                                ------------------    ------------------

Loss before income taxes and minority interest                                  $      (33,582)       $       (1,627)
                                                                                ==================    ==================

Titanium melted and mill products:
  Mill product net sales                                                        $       79,745        $       93,798
  Melted product net sales                                                               9,965                14,678
  Other                                                                                 14,730                15,532
                                                                                ------------------    ------------------

                                                                                $      104,440        $      124,008
                                                                                ==================    ==================

Mill product shipments:
  Volume (metric tons)                                                                   2,685                 3,185
  Average price ($ per kilogram)                                                $        29.70        $        29.45

Melted product shipments:
  Volume (metric tons)                                                                     645                 1,030
  Average price ($ per kilogram)                                                $        15.45        $        14.25

</TABLE>


                                     - 10 -

<PAGE>

Note 3 - Preferred securities of SMC

     On March 27, 2002, SMC and its U.S.  subsidiaries filed voluntary petitions
for  reorganization  under Chapter 11 of the U.S.  Bankruptcy Code. As a result,
the Company undertook an assessment of its investment in SMC with the assistance
of an external  valuation  specialist  and recorded a $27.5  million  impairment
charge for an other than  temporary  decline in the estimated  fair value of its
investment in SMC.  This charge  reduced the  Company's  carrying  amount of its
investment in SMC to zero.

Note 4 - Inventories

<TABLE>
<CAPTION>
                                                                                     March 31,           December 31,
                                                                                       2002                  2001
                                                                                ------------------    ------------------
                                                                                             (In thousands)
<S>                                                                             <C>                   <C>
Raw materials                                                                   $       52,507        $       43,863
Work-in-process                                                                         90,904                94,709
Finished products                                                                       58,495                54,074
Supplies                                                                                13,430                13,476
                                                                                ------------------    ------------------
                                                                                       215,336               206,122
Less adjustment of certain inventories to LIFO basis                                    22,570                21,070
                                                                                ------------------    ------------------

                                                                                $      192,766        $      185,052
                                                                                ==================    ==================
</TABLE>

Note 5 - Goodwill and intangible assets

     The Company's goodwill,  arising from business  combinations  accounted for
under the purchase method,  is stated net of accumulated  amortization  recorded
through December 31, 2001. On January 1, 2002, the Company adopted  Statement of
Financial  Accounting  Standards ("SFAS") No. 142, Goodwill and Other Intangible
Assets. Under SFAS No. 142, goodwill is no longer amortized on a periodic basis,
but instead is subject to a two-step impairment test to be performed on at least
an annual basis.  The change in net goodwill during the first quarter of 2002 is
due to currency translation effects.

     SFAS No. 142  requires  the Company to  identify  its  reporting  units and
determine the carrying  value of each reporting unit by assigning its assets and
liabilities,  including  existing  goodwill  and  intangible  assets,  to  those
reporting  units as of January 1, 2002.  The first step of the  impairment  test
requires  the Company to  determine  the fair value of each  reporting  unit and
compare  it to the  reporting  unit's  carrying  amount.  To the  extent  that a
reporting  unit's carrying  amount exceeds its fair value, an indication  exists
that the reporting  unit's goodwill may be impaired and the Company must perform
the second step of the impairment test. As required by SFAS No. 142, the Company
will  complete the first step of this test by June 30, 2002.  The second step of
the  impairment  test  requires the Company to compare the implied fair value of
the reporting unit's goodwill with the carrying amount of that goodwill.  If the
carrying amount of the reporting unit goodwill exceeds the implied fair value of
that goodwill, an impairment loss would be recognized in an amount equal to that
excess. If any goodwill  impairment is determined to exist, such impairment will
be  recognized  as a cumulative  effect of a change in  accounting  principle no
later than December 31, 2002, as provided by the transition requirements of SFAS
No. 142.



                                     - 11 -

<PAGE>

     As shown in the following table, the Company would have reported a net loss
of $2.8  million or $.09 per share in the first  quarter of 2001 if the goodwill
amortization  included  in the  Company's  reported  net  income  had  not  been
recognized.

<TABLE>
<CAPTION>
                                                                                      Three months ended March 31,
                                                                                ----------------------------------------
                                                                                       2002                  2001
                                                                                ------------------    ------------------
                                                                                 ($ in thousands except per share data)
<S>                                                                             <C>                   <C>
Net loss as reported                                                            $      (36,082)       $       (3,616)
Adjustments for:
  Goodwill amortization                                                                    -                   1,157
  Tax provision on amortization                                                            -                    (307)
                                                                                ------------------    ------------------

    Adjusted net loss                                                           $      (36,082)       $       (2,766)
                                                                                ==================    ==================

Net loss per share as reported                                                  $        (1.14)       $         (.12)
Adjustments for:
  Goodwill amortization                                                                    -                     .04
  Tax provision on amortization                                                            -                    (.01)
                                                                                ------------------    ------------------

    Adjusted net loss per share                                                 $        (1.14)       $         (.09)
                                                                                ==================    ==================
</TABLE>

     As required by SFAS No. 142, the Company has evaluated the remaining useful
lives of its  intangible  assets with definite  lives,  comprised of patents and
covenants not to compete.  Based on this evaluation,  the Company's  patents and
covenants  not to compete  will  continue to be  amortized  over their  weighted
average  remaining  amortization  periods  of 4 and 1 years,  respectively.  The
carrying amount and accumulated  amortization of the Company's intangible assets
are as follows:

<TABLE>
<CAPTION>
                                                        March 31, 2002               December 31, 2001
                                                 ----------------------------    ---------------------------
                                                   Carrying       Accumulated     Carrying       Accumulated
                                                    Amount       Amortization      Amount       Amortization
                                                 ------------    ------------    -----------    ------------
                                                                           (In thousands)
<S>                                              <C>             <C>             <C>            <C>
Intangible assets:
  Definite lives, subject to amortization:
    Patents                                      $    13,322     $     7,918     $   13,405     $     7,606
    Covenants not to compete                           8,314           7,652          8,353           7,514
  Other intangible asset - pension asset(1)            3,198             -            3,198             -
                                                 ------------    ------------    -----------    ------------

                                                 $    24,834     $    15,570     $   24,956     $    15,120
                                                 ============    ============    ===========    ============
<FN>
(1)  Not covered by the scope of SFAS No. 142.
</FN>
</TABLE>
                                     - 12 -

<PAGE>

     For the three  months  ended March 31,  2002,  the  Company's  amortization
expense  relating  to its  intangible  assets  was $.5  million.  The  estimated
aggregate annual  amortization  expense for the Company's  patents and covenants
not to compete for the next five fiscal years are summarized in the table below.

<TABLE>
<CAPTION>
                                                                                            Estimated annual
                                                                                          amortization expense
                                                                                         ----------------------
                                                                                             (In thousands)
<S>                                                                                           <C>
Year ending December 31,
  2002                                                                                        $      2,062
  2003                                                                                        $      1,560
  2004                                                                                        $      1,392
  2005                                                                                        $        947
  2006                                                                                        $        677

</TABLE>

Note 6 - Property and equipment

<TABLE>
<CAPTION>
                                                                                     March 31,           December 31,
                                                                                       2002                  2001
                                                                                ------------------    ------------------
                                                                                             (In thousands)
<S>                                                                             <C>                   <C>
Land                                                                            $        6,124        $        6,138
Buildings                                                                               36,406                36,574
Information technology systems                                                          55,835                55,112
Manufacturing and other                                                                303,435               300,315
Construction in progress                                                                 8,217                11,631
                                                                                ------------------    ------------------
                                                                                       410,017               409,770
Less accumulated depreciation                                                          142,440               134,462
                                                                                ------------------    ------------------
                                                                                $      267,577        $      275,308
                                                                                ==================    ==================
</TABLE>

Note 7 - Other noncurrent assets

<TABLE>
<CAPTION>
                                                                                     March 31,           December 31,
                                                                                       2002                  2001
                                                                                ------------------    ------------------
                                                                                             (In thousands)
<S>                                                                             <C>                   <C>
Deferred financing costs                                                        $        7,237        $        8,212
Notes receivable from officers                                                             163                   163
Prepaid pension cost                                                                     3,826                 4,006
Refundable income taxes                                                                  1,009                   -
Other                                                                                      858                   720
                                                                                ------------------    ------------------

                                                                                $       13,093        $       13,101
                                                                                ==================    ==================
</TABLE>


                                     - 13 -

<PAGE>

Note 8 - Accrued liabilities

<TABLE>
<CAPTION>
                                                                                     March 31,           December 31,
                                                                                       2002                  2001
                                                                                ------------------    ------------------
                                                                                             (In thousands)
<S>                                                                             <C>                   <C>
OPEB cost                                                                       $        4,484        $        2,969
Pension cost                                                                               751                   555
Accrued profit sharing                                                                   2,904                 6,077
Other employee benefits                                                                 14,259                14,616
Deferred income                                                                            408                   325
Environmental costs                                                                        540                   654
Restructuring costs                                                                        190                   198
Accrued tungsten costs                                                                   2,728                 2,743
Taxes, other than income                                                                 5,021                 4,867
Accrued dividends on Convertible Preferred Securities                                    1,111                 1,111
Other                                                                                    7,435                 7,684
                                                                                ------------------    ------------------

                                                                                $       39,831        $       41,799
                                                                                ==================    ==================
</TABLE>

     Accrued  restructuring  costs of $.2 million at March 31,  2002  consist of
unpaid personnel severance and benefits for terminated employees relating to the
Company's  restructuring  plans  implemented  during 1999 and 2000.  No material
payments were applied  against the accrued  costs  related to the  restructuring
plans during the three months ended March 31, 2002.  During the first quarter of
2001,  the Company  applied  payments of $.3 million  against the accrued  costs
related to the restructuring plans and recorded income of $.2 million related to
revisions to estimates of previously established restructuring accruals.

Note 9 - Notes payable, long-term debt and capital lease obligations

<TABLE>
<CAPTION>
                                                                                     March 31,           December 31,
                                                                                       2002                  2001
                                                                                ------------------    ------------------
                                                                                             (In thousands)
<S>                                                                             <C>                   <C>
Notes payable:
  U.S. credit agreement                                                         $          -          $           30
  European credit agreements                                                             1,654                 1,492
                                                                                ------------------    ------------------

                                                                                $        1,654        $        1,522
                                                                                ==================    ==================
Long-term debt:
  Bank credit agreement - U.K.                                                  $       12,762        $       10,712
  Other                                                                                     85                   172
                                                                                ------------------    ------------------
                                                                                        12,847                10,884
  Less current maturities                                                                   85                   172
                                                                                ------------------    ------------------

                                                                                $       12,762        $       10,712
                                                                                ==================    ==================

Capital lease obligations                                                       $        9,290        $        8,938
  Less current maturities                                                                  563                   340
                                                                                ------------------    ------------------

                                                                                $        8,727        $        8,598
                                                                                ==================    ==================
</TABLE>

                                     - 14 -

<PAGE>

     The weighted  average  interest  rate on borrowings  outstanding  under the
U.S., U.K. and other European credit agreements for the three months ended March
31, 2002 was 5.25%,  3.73% and 3.94%,  respectively.  As of March 31, 2002,  the
Company had approximately  $150 million of unused borrowing  availability  under
its U.S. and European credit agreements.

Note 10 - Other income and other expense

<TABLE>
<CAPTION>
                                                                                      Three months ended March 31,
                                                                                ----------------------------------------
                                                                                       2002                  2001
                                                                                ------------------    ------------------
                                                                                             (In thousands)
<S>                                                                             <C>                   <C>
Other income:
  Dividends and interest income                                                 $           65        $        1,532
  Foreign exchange (loss) gain                                                            (117)                  133
  Other                                                                                    125                   571
                                                                                ------------------    ------------------

                                                                                $           73        $        2,236
                                                                                ==================    ==================
Other expense:
  Impairment of investment in SMC (Note 3)                                      $       27,500        $          -
  Other                                                                                    651                   -
                                                                                ------------------    ------------------

                                                                                $       28,151        $          -
                                                                                ==================    ==================
</TABLE>

Note 11 - Income taxes

<TABLE>
<CAPTION>
                                                                                      Three months ended March 31,
                                                                                ----------------------------------------
                                                                                       2002                  2001
                                                                                ------------------    ------------------
                                                                                             (In thousands)
<S>                                                                             <C>                   <C>
Expected income tax benefit, at 35%                                             $      (11,754)       $         (569)
Non-U.S. tax rates                                                                         230                   144
U.S. state income taxes, net                                                                25                   109
Dividends received deduction                                                               -                    (324)
Effect of change in tax law                                                             (1,797)                  -
Adjustment of deferred tax valuation allowance                                          11,877                   (18)
Other, net                                                                                 (35)                   88
                                                                                ------------------    ------------------

                                                                                $       (1,454)       $         (570)
                                                                                ==================    ==================
</TABLE>

     During the first  quarter of 2002,  the Job Creation and Worker  Assistance
Act of 2002 (the "Act") was signed into law. The Company  benefits  from certain
provisions of the Act, which liberalized  certain net operating loss ("NOL") and
alternative  minimum tax ("AMT")  restrictions.  Prior to the law change,  NOL's
could be carried  back two years and  forward 20 years.  The Act  increases  the
carryback  period  for losses  generated  in 2001 and 2002 to five years with no
change to the  carryforward  period.  In addition,  losses generated in 2001 and
2002 can be carried back and offset  against  100% of a  taxpayer's  alternative
minimum taxable income ("AMTI"). Prior to the law change, an NOL could offset no
more than 90% of a taxpayer's AMTI. The suspension of the 90% limitation is also
applicable to NOL's carried forward into 2001 and 2002.  Based on these changes,
the Company  recognized  $1.8 million of refundable U.S. income taxes during the
first quarter of 2002.

                                     - 15 -

<PAGE>

     At March 31, 2002,  the Company had, for U.S.  federal income tax purposes,
NOL  carryforwards of  approximately  $77.4 million that expire between 2020 and
2022.  At  March  31,  2002,  the  Company  had  AMT  credit   carryforwards  of
approximately $3.8 million, which can be utilized to offset regular income taxes
payable  in  future  years.  The  AMT  credit  carryforward  has  an  indefinite
carryforward  period.  At March 31, 2002,  the Company had the  equivalent of an
$8.5  million NOL  carryforward  in the United  Kingdom  and a $2.0  million NOL
carryforward in Germany, both of which have indefinite carryforward periods.

Note 12 - Commitments and contingencies

     For  additional   information  concerning  certain  legal  proceedings  and
contingencies  related  to the  Company,  see (i) Part I, Item 2 -  Management's
Discussion and Analysis of Financial  Condition and Results of Operations,  (ii)
Part II, Item 1 - Legal  Proceedings,  (iii) the 2001 Annual  Report on Form 10K
and (iv) Note 1 to the Consolidated Financial Statements.

     In March  2001,  the Company was  notified by one of its  customers  that a
product the customer  manufactured  from standard grade titanium produced by the
Company contained what has been confirmed to be a tungsten inclusion. Based upon
the Company's  assessment of possible losses, TIMET recorded an aggregate charge
to cost of sales for this  matter of $3.3  million  during  2001 (of which  $1.0
million was recorded in the first quarter of 2001).  This amount  represents the
Company's  best  estimate of the most likely  amount of loss to be incurred.  It
does not  represent  the maximum  possible  loss,  which is not possible for the
Company to estimate at this time, and may be periodically  revised in the future
as more facts become known.  As of March 31, 2002,  $2.7 million remains accrued
for potential future claims.

     The  Company is  involved  in  various  other  environmental,  contractual,
product  liability and other claims,  disputes and litigation  incidental to its
business.

     The Company currently  believes the disposition of all claims and disputes,
individually or in the aggregate,  should not have a material  adverse effect on
the Company's business, results of operations,  consolidated financial condition
or liquidity.

Note 13 - Earnings (loss) per share

     Basic earnings (loss) per share is based on the weighted  average number of
unrestricted  common shares  outstanding  during each period.  Diluted  earnings
(loss) per share reflect the dilutive effect of common stock options, restricted
stock and the assumed  conversion of the Convertible  Preferred  Securities,  if
applicable.  The assumed conversion of the Convertible  Preferred Securities was
omitted from the diluted  earnings  (loss) per share  calculation  for the three
months  ended March 31, 2002 and 2001 because the effect was  antidilutive.  Had
the Convertible Preferred Securities not been antidilutive, diluted losses would
have been  decreased by $3.3 million and $2.2 million for the three months ended
March 31, 2002 and 2001,  respectively,  and diluted average shares  outstanding
would have been  increased by 5.4 million  shares.  Stock options and restricted
shares omitted from the calculation because they were antidilutive  approximated
1.8 million and 1.9 million for the three  months ended March 31, 2002 and 2001,
respectively.


                                     - 16 -

<PAGE>

Note 14 - Accounting principle not yet adopted

     In 2001,  the  Financial  Accounting  Standards  Board issued SFAS No. 143,
Accounting for Asset Retirement Obligations.  Under SFAS No. 143, the fair value
of a liability  for an asset  retirement  obligation  covered under the scope of
SFAS No.  143  would be  recognized  in the  period in which  the  liability  is
incurred,  with an  offsetting  increase in the  carrying  amount of the related
long-lived  asset.  Over time,  the  liability  would be accreted to its present
value, and the capitalized cost would be depreciated over the useful life of the
related asset.  Upon settlement of the liability,  an entity would either settle
the obligation for its recorded amount or incur a gain or loss upon  settlement.
The Company is still  studying this  standard to determine,  among other things,
whether it has any asset retirement obligations that are covered under the scope
of SFAS No.  143,  and the  effect,  if any,  to the  Company of  adopting  this
standard has not yet been determined. The Company will implement SFAS No. 143 no
later than January 1, 2003.



                                     - 17 -

<PAGE>

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

RESULTS OF OPERATIONS

    Sales and operations.

<TABLE>
<CAPTION>
                                                                                      Three months ended March 31,
                                                                                ----------------------------------------
                                                                                       2002                  2001
                                                                                ------------------    ------------------
                                                                                            ($ in thousands)
<S>                                                                             <C>                   <C>
Net sales                                                                       $      104,440        $      124,008
Gross margin                                                                             5,108                 7,263
Gross margin, excluding special items                                                    5,108                 8,263
Operating loss                                                                          (4,715)               (1,815)
Operating loss, excluding restructuring and special items                               (4,715)               (1,035)

Percent of net sales:
  Gross margin                                                                              5%                    6%
  Gross margin, excluding special items                                                     5%                    7%

Percent change in:
  Mill product sales volume                                                                -16
  Mill product selling prices (1)                                                           +6
  Melted product sales volume                                                              -37
  Melted product selling prices (1)                                                         +8

<FN>
(1) Change expressed in U.S. dollars and mix adjusted.
</FN>
</TABLE>

     First quarter of 2002  compared to first  quarter of 2001.  Sales of $104.4
million in the first quarter of 2002 were 16% lower than the year-ago period due
principally to the net effects of a 16% decrease in mill product sales volume, a
37% decrease in melted  product sales volume and changes in customer and product
mix,  partially offset by 6% and 8% increases in mill and melted product selling
prices  (expressed in U.S. dollars using actual foreign currency  exchange rates
prevailing during the respective periods),  respectively.  In billing currencies
(which  exclude  the  effects of foreign  currency  translation),  mill  product
selling prices increased 7% from the year-ago period while currency fluctuations
had no effect on melted product selling price changes.

     Gross  margin  (net sales less cost of sales) was 5% of sales for the first
quarter of 2002  compared to 6% in the year-ago  period.  The decrease  reflects
lower  operating rates at certain  facilities  (estimated  capacity  utilization
declined  from  70% to 65%)  and  correspondingly  higher  unit  costs,  a lower
proportion  of aerospace  sales and changes in mix during 2002.  The 2001 period
was also  adversely  impacted by a $1.0 million  charge for the tungsten  matter
discussed  below and by goodwill  amortization  of $1.2 million.  As required by
SFAS No. 142, and effective January 1, 2002, the Company no longer amortizes its
goodwill  on a  periodic  basis.  See  Note  5  to  the  Consolidated  Financial
Statements.


                                     - 18 -

<PAGE>

     In March  2001,  the Company was  notified by one of its  customers  that a
product the customer  manufactured  from standard grade titanium produced by the
Company contained what has been confirmed to be a tungsten inclusion. Based upon
the Company's  assessment of possible losses, TIMET recorded an aggregate charge
to cost of sales for this  matter of $3.3  million  during  2001 (of which  $1.0
million was recorded in the first quarter of 2001).  This amount  represents the
Company's  best  estimate of the most likely  amount of loss to be incurred.  It
does not  represent  the maximum  possible  loss,  which is not possible for the
Company to estimate at this time, and may be periodically  revised in the future
as more facts become known.  As of March 31, 2002,  $2.7 million remains accrued
for potential future claims.

     Selling, general,  administrative and development expenses during the first
quarter of 2002 decreased by approximately  3% from year-ago levels  principally
due to a decrease in personnel and related costs.

     Equity in earnings of joint  ventures  during the first quarter of 2002 was
approximately  $.4 million lower than the year-ago  period  principally due to a
decrease in earnings of VALTIMET, the Company's minority-owned welded tube joint
venture.

     General corporate income (expense).  General corporate income (expense) for
the three  months  ended March 31, 2001  includes  interest  income and dividend
income on $80  million of  nonvoting  preferred  securities  of  Special  Metals
Corporation  ("SMC"),  which  accrued at an annual  rate of 6.625%.  No interest
income or dividend income relating to these securities was recognized during the
three  months  ended  March  31,  2002.  On  March  27,  2002,  SMC and its U.S.
subsidiaries filed voluntary  petitions for  reorganization  under Chapter 11 of
the U.S.  Bankruptcy Code. As a result,  the Company  undertook an assessment of
its  investment in SMC with the assistance of an external  valuation  specialist
and  recorded a $27.5  million  impairment  charge  for an other than  temporary
decline  in the  estimated  fair value of its  investment  in SMC.  This  charge
reduced the Company's carrying amount of its investment in SMC to zero. See Note
3 to the Consolidated Financial Statements.

     Interest expense.  Interest expense during the three months ended March 31,
2002 was lower than in the  comparable  period in 2001,  primarily  due to lower
average debt levels and lower average interest rates during the 2002 period.

     Income taxes. During the first quarter of 2002, the Job Creation and Worker
Assistance  Act of 2002 (the  "Act") was signed into law.  The Company  benefits
from certain provisions of the Act, which liberalized certain net operating loss
("NOL") and alternative minimum tax restrictions. Prior to the law change, NOL's
could be carried  back two years and  forward 20 years.  The Act  increases  the
carryback  period  for losses  generated  in 2001 and 2002 to five years with no
change to the  carryforward  period.  In addition,  losses generated in 2001 and
2002 can be carried back and offset  against  100% of a  taxpayer's  alternative
minimum taxable income ("AMTI"). Prior to the law change, an NOL could offset no
more than 90% of a taxpayer's AMTI. The suspension of the 90% limitation is also
applicable to NOL's carried forward into 2001 and 2002.  Based on these changes,
the Company  recognized  $1.8 million of refundable U.S. income taxes during the
first quarter of 2002.

     The Company operates in several tax jurisdictions and is subject to varying
income tax rates.  As a result,  the  geographic mix of pretax income can impact
the  Company's  overall  effective  tax  rate.  The  Company's  income  tax rate
approximated  the U.S.  statutory  rate during the first quarter  2001.  For the
first quarter 2002, the Company's income tax rate varied from the U.S. statutory
rate  primarily  due to an  increase in the  deferred  tax  valuation  allowance
related   to  the   Company's   tax   attributes   that   did   not   meet   the
"more-likely-than-not"  recognition  criteria during that period. See Note 11 to
the Consolidated Financial Statements.

                                     - 19 -

<PAGE>

     Minority  interest.  Dividend  expense  related  to  the  Company's  6.625%
Convertible  Preferred  Securities  approximates $3.3 million per quarter and is
reported as minority  interest.  For the three months ended March 31, 2001, this
expense was recorded net of allocable income taxes;  however, as a result of the
Company's decision to increase its deferred tax valuation allowance as described
above,  this expense was  reported  pre-tax for the three months ended March 31,
2002.  Other minority  interest  relates  primarily to the 30% interest in TIMET
Savoie, SA held by Compagnie Europeene du Zirconium-CEZUS, S.A.

     Supplemental   information.   Approximately  40%  of  the  Company's  sales
originated  in Europe  for the three  months  ended  March  31,  2002,  of which
approximately  60% were  denominated in currencies  other than the U.S.  dollar,
principally the British pound and European  currencies tied to the euro. Certain
purchases of raw  materials,  principally  titanium  sponge and alloys,  for the
Company's European  operations are denominated in U.S. dollars,  while labor and
other  production  costs are  primarily  denominated  in local  currencies.  The
functional  currencies of the Company's European subsidiaries are those of their
respective  countries;  thus, the U.S. dollar value of these subsidiaries' sales
and costs  denominated  in  currencies  other  than their  functional  currency,
including sales and costs denominated in U.S.  dollars,  are subject to exchange
rate  fluctuations  that  may  impact  reported  earnings  and  may  affect  the
comparability of period-to-period operating results. Borrowings of the Company's
European  operations  may be in U.S.  dollars or in functional  currencies.  The
Company's export sales from the U.S. are denominated in U.S. dollars and as such
are not subject to currency exchange rate fluctuations.

     The  Company  does  not  use  currency  contracts  to  hedge  its  currency
exposures. At March 31, 2002, consolidated assets and liabilities denominated in
currencies other than functional currencies were approximately $37.3 million and
$43.0 million, respectively,  consisting primarily of U.S. dollar cash, accounts
receivable, accounts payable and borrowings.

     Outlook.   The  Outlook  section  contains  a  number  of   forward-looking
statements,  all of which are based on current  expectations,  and  exclude  the
potential effect of special and other charges related to  restructurings,  asset
impairments,  valuation  allowances and similar items,  unless  otherwise noted.
Undue  reliance  should  not be placed  on  forward-looking  statements.  Actual
results  may differ  materially.  See Notes 1, 5, 12 and 14 to the  Consolidated
Financial Statements regarding commitments,  contingencies, legal, environmental
and other matters,  which may materially  affect the Company's  future business,
results of operations, financial position and liquidity.

     The economic  slowdown  that began during 2001 in the economies of the U.S.
and other  regions of the world  combined  with the events of September 11, 2001
have  resulted in the major  commercial  airframe  and jet engine  manufacturers
substantially reducing their forecast of engine and aircraft deliveries over the
next few years and their  production  levels in 2002.  The Company  continues to
expect that aggregate  industry mill product  shipments will decrease in 2002 by
approximately  16% to about 43,000 metric tons and that demand for mill products
for  the  commercial  aerospace  sector  could  decline  by up to 40%  in  2002,
primarily due to a combination of reduced  aircraft  production rates and excess
inventory  accumulated  throughout the aerospace supply chain.  Excess inventory
accumulation typically leads to order demand for titanium products falling below
actual consumption.


                                     - 20 -

<PAGE>

     The  demand  for  titanium  generally   precedes  aircraft   deliveries  by
approximately one year,  although this varies  considerably by titanium product.
According  to The  Airline  Monitor,  a  leading  aerospace  publication,  large
commercial aircraft deliveries totaled 834 in 2001, and the most recent forecast
of aircraft  deliveries by The Airline Monitor calls for 660 deliveries in 2002,
505  deliveries  in 2003 and 515  deliveries  in 2004.  After 2004,  The Airline
Monitor calls for a continued  increase each year in large  commercial  aircraft
deliveries,  with  forecasted  deliveries of 920 aircraft in 2008 exceeding 2001
levels.  Compared to 2001, these forecasted delivery rates represent anticipated
declines  of about 20% in 2002 and just  under  40% in 2003 and  2004.  Although
certain  recently  reported  data  indicates  a modest  level of recovery in the
aerospace industry,  adverse world events,  including  terrorist  activities and
conflicts  in the  Middle  East,  could  negatively  affect  the  timing  of the
commercial aerospace recovery and have broader economic consequences.

     Although the current business  environment makes it particularly  difficult
to predict the Company's future  performance,  the Company expects sales revenue
for the full year 2002 to decline to about $375 million, reflecting the combined
effects of decreases in sales volume,  softening of market selling  prices,  and
changes in customer and product mix. Compared to 2001, mill product sales volume
is  expected  to decline  about 20% to just under  10,000  metric  tons.  Melted
product sales volume is expected to decline 35% to just under 3,000 metric tons.
The  Company  expects  about 60% of its sales  volume to be  generated  from the
commercial  aerospace sector this year compared to about two-thirds in 2001. The
reduced sales volume in 2002 is principally driven by an anticipated  decline in
commercial  aerospace sales volume of about 30% compared to 2001,  partly offset
by sales volume growth to other  markets.  The Company  expects  market  selling
prices on new orders to soften throughout 2002.  However,  about one-half of the
Company's  commercial  aerospace volume is under long-term  agreements  ("LTAs")
that provide the Company with price  stability on that portion of its  business.
The Company's forecast continues to anticipate that Boeing will purchase about 3
million  pounds of product in 2002.  At that level,  the Company would expect to
recognize  about $17 million of income under the take or pay  provisions  of the
Company's  agreement  with Boeing in 2002. Any such earnings will be reported as
operating  income,  but will not be included in sales  revenue,  sales volume or
gross margin.

     The Company  currently  anticipates gross margin as a percent of sales will
decrease  over the year and that  gross  margin  for the full  year will be near
break even or less. This reflects the combined effects of lower volumes,  higher
unit costs,  softening of market selling prices, and changes in raw material and
other costs. Selling, general,  administrative and development expense should be
approximately $42 million.  Interest expense should approximate $4 million.  The
Company's  consolidated  effective book tax rate is expected to be about 5%, but
could vary significantly with the geographic mix of income. Minority interest on
the Company`s  Convertible  Preferred Securities should approximate $13 million.
The Company presently expects an operating loss in 2002 of about $25 million and
a net loss before special items for 2002 of about $40 million.

     The Company  expects cash flow from operations to be negative in 2002. This
is influenced  by, among other  things,  the effect in 2002 of the $28.5 million
cash advance  payment that the Company  received  from Boeing in December  2001.
That advance  created a liability on the Company's  books for the same amount at
year-end 2001.  The liability is being reduced during 2002 as product  shipments
are made,  and will be further  reduced as the take or pay  benefits are earned.
The advance  for  calendar  year 2003 will not be received  until early in 2003.
Excluding the effect of the Boeing  advance,  the Company expects cash flow from
operations  to be slightly  positive.  Capital  expenditures  are expected to be
approximately $12 million.  Depreciation and amortization should approximate $37
million.


                                     - 21 -

<PAGE>

     For the second quarter of 2002, the Company  expects sales revenue to range
between $85 million and $95 million. Mill product sales volume is expected to be
about 2,300 metric tons with melted product  shipments of about 600 metric tons.
Gross  margin as a percent of sales in the second  quarter is  expected to range
between  breakeven and a positive 2%. SGA&D costs in the second  quarter of 2002
should be about $11  million.  Interest  expense  should be less than $1 million
while minority interest on the Company's Convertible Preferred Securities should
approximate $3.3 million. With these estimates, the Company expects an operating
loss in the second quarter of 2002 of between $10 million and $12 million, and a
net loss before special items of between $15 million and $17 million.

     In terms of  quarterly  trends  during the year,  the Company  continues to
expect its results in the last half of 2002 to be improved compared to the first
half.  This  anticipated  improvement  reflects the fact that the  estimated $17
million  expected  to be earned  under the take or pay  provision  of the Boeing
contract should be reflected in the last half of the year. However, depending on
Boeing's  quarterly  purchases,  it is possible that some amount of income under
the take or pay provisions of the Boeing contract could be earned and recognized
in the second quarter of 2002.

     The  Company's  agreement  with its labor union at its Toronto,  Ohio plant
expires at the end of June 2002.  The Company does not presently  anticipate any
work stoppage or other labor  disruption  at any  facility,  and its outlook for
2002 does not contemplate any such event. However,  should the Company's efforts
to  negotiate  a  mutually  satisfactory  agreement  be  unsuccessful,  any work
stoppage  or  other  labor  disruption  at any  facility  could  materially  and
adversely  affect  the  Company's  business,  results of  operations,  financial
position and liquidity. The Company may undertake certain actions as part of its
contingency  planning for the possibility of a labor  disruption.  These actions
could  include  the  production  of  certain  inventory  earlier  than  normally
scheduled  and the  incurrence of certain  costs,  which could have an impact on
operating  results  and  working  capital.  The  Company's  anticipated  results
included herein do not incorporate the effects of any such actions.

     The Company  adopted  Statement of Financial  Accounting  Standards No. 142
effective  as of January 1, 2002.  Under  SFAS No.  142,  goodwill  is no longer
amortized on a periodic  basis,  but is subject to an  impairment  test at least
annually.  The Company will  complete the first step of its goodwill  impairment
analysis under the new standard by June 30, 2002. If an impairment is determined
to exist, such impairment would be recognized as a cumulative effect of a change
in accounting  principle no later than December 31, 2002. The Company cannot, at
this time,  reasonably  estimate  the  impact of SFAS No.  142 on its  financial
statements   other  than  with  respect  to   amortization   expense.   Goodwill
amortization was approximately $4.5 million in 2001.


                                     - 22 -

<PAGE>

     Future results of operations and other forward-looking statements contained
in this Outlook  involve a number of substantial  risks and  uncertainties  that
could  significantly  affect  expected  results.  Actual  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. Among the factors that could cause actual results to
differ  materially  are the risks and  uncertainties  discussed  in this  Annual
Report and those described from time to time in the Company's other filings with
the Securities and Exchange  Commission  which include,  but are not limited to,
the  cyclicality  of the  commercial  aerospace  industry,  the  performance  of
aerospace  manufacturers  and the Company  under their LTAs,  the  difficulty in
forecasting  demand  for  titanium  products,   global  economic  and  political
conditions,  global productive capacity for titanium, changes in product pricing
and costs, the impact of long-term  contracts with vendors on the ability of the
Company to reduce or increase supply or achieve lower costs,  the possibility of
labor disruptions,  fluctuations in currency exchange rates,  control by certain
stockholders and possible conflicts of interest,  uncertainties  associated with
new product  development,  the supply of raw materials and services,  changes in
raw  material and other  operating  costs  (including  energy  costs),  possible
disruption of business or increases in the cost of doing business resulting from
war or terrorist  activities  and other risks and  uncertainties.  Should one or
more of these  risks  materialize  (or the  consequences  of such a  development
worsen),  or should the underlying  assumptions prove incorrect,  actual results
could differ materially from those forecasted or expected.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's consolidated cash flows provided by operating,  investing and
financing activities are presented below:

<TABLE>
<CAPTION>
                                                                                      Three months ended March 31,
                                                                                ----------------------------------------
                                                                                       2002                  2001
                                                                                ------------------    ------------------
                                                                                             (In thousands)
<S>                                                                             <C>                   <C>
Cash provided (used) by:
  Operating activities:
    Excluding changes in assets and liabilities                                 $          346        $        4,353
    Changes in assets and liabilities                                                  (19,547)              (17,434)
                                                                                ------------------    ------------------
                                                                                       (19,201)              (13,081)
  Investing activities                                                                  (1,282)               (2,601)
  Financing activities                                                                   2,010                10,696
                                                                                ------------------    ------------------
  Net cash used by operating, investing
    and financing activities                                                    $      (18,473)       $       (4,986)
                                                                                ==================    ==================
</TABLE>

     Operating activities. Cash used by operating activities,  excluding changes
in assets and liabilities, generally followed the trend in gross margin. Changes
in assets and liabilities reflect primarily the timing of purchases,  production
and sales and can vary significantly from period to period.  Accounts receivable
decreased in the first quarter of 2002 primarily as a result of decreased sales,
partially  offset by a slight  increase in days sales  outstanding.  Inventories
increased in the first  quarter of 2002  principally  as a result of  production
begun by the  Company  prior to certain  customer  cancellations  and  push-outs
related to the recent downturn in the commercial  aerospace market combined with
the timing of certain raw material  purchases.  Changes in accounts  payable and
accrued  liabilities  reflect,  among  other  things,  the timing of payments to
suppliers of titanium sponge,  titanium scrap and other raw materials purchases.
Changes in  customer  advance  payments  reflect  the  application  of  customer
advances  to customer  purchases  during the first  quarter of 2002.  During the
first quarter of 2002, the Boeing  customer  advance was reduced by $1.8 million
to $26.7 million.


                                     - 23 -

<PAGE>

     On March 27, 2002, SMC and its U.S.  subsidiaries filed voluntary petitions
for  reorganization  under Chapter 11 of the U.S.  Bankruptcy Code. As a result,
the Company, with the assistance of an external valuation specialist,  undertook
a further  assessment of its investment in SMC and recorded an additional  $27.5
million  impairment  charge  to  general  corporate  expense  for an other  than
temporary  decline  in the fair value of its  investment  in SMC,  reducing  the
Company's carrying amount of its investment in SMC to zero.

     Investing activities.  The Company's capital expenditures were $1.3 million
for the three months ended March 31, 2002  compared to $2.6 million for the same
period in 2001, principally for capacity enhancements,  capital maintenance, and
safety and environmental projects.

     Financing  activities.  At  March  31,  2002,  the  Company's  net debt was
approximately $8.6 million, consisting of $5.9 million of cash and $14.5 million
of debt  (principally  borrowings  under  the  Company's  U.S.  and U.K.  credit
agreements).  This  compares  to a net  cash  position  of $12.1  million  as of
December 31, 2001.  Net cash in the 2001 period was  primarily  attributable  to
receipt of the Boeing  advance  payment.  Net  borrowings of $2.2 million in the
2002 period and $10.7 million in the 2001 period were primarily  attributable to
increases in working capital (exclusive of cash).

     As of March 31,  2002,  the  Company  had  approximately  $150  million  of
borrowing  availability  under its  various  worldwide  credit  agreements.  The
Company's U.S. credit  facility,  a $125 million  asset-based  revolving  credit
agreement,  expires in February 2003. The Company is currently  negotiating with
its  lender to extend  the  maturity  date of this  agreement  on  substantially
similar  terms.  The U.S.  credit  agreement  allows  the  lender to modify  the
borrowing base formulas at its discretion, subject to certain conditions.

     See  Note  12 to  the  Consolidated  Financial  Statements  for  additional
discussion of environmental and legal matters.

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

     In the normal  course of  business,  the Company  investigates,  evaluates,
discusses and engages in acquisition,  joint venture, strategic relationship and
other business  combination  opportunities in the titanium,  specialty metal and
other  industries.  In the  event of any  future  acquisition  or joint  venture
opportunities,  the Company may consider using then-available liquidity, issuing
equity securities or incurring additional indebtedness.


                                     - 24 -

<PAGE>

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     General.  The  Company is exposed  to market  risk from  changes in foreign
currency  exchange  rates,  interest  rates and  commodity  prices.  The Company
typically does not enter into interest rate swaps or other types of contracts in
order to manage its interest rate market risk and typically  does not enter into
currency forward contracts to manage its foreign exchange market risk associated
with receivables, payables and indebtedness denominated in a currency other than
the functional currency of the particular entity.

     Interest rates. Information regarding the Company's market risk relating to
interest rate  volatility  was disclosed in the Company's 2001 Annual Report and
should be read in conjunction  with this interim  financial  information.  Since
December 31,  2001,  there has been no  significant  change in the nature of the
Company's exposure to market risks.

     Foreign  currency  exchange  rates.  The  Company is exposed to market risk
arising  from  changes in  foreign  currency  exchange  rates as a result of its
international operations.  See Item 2 - "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

     Commodity  prices.  The  Company  is exposed to market  risk  arising  from
changes in  commodity  prices as a result of its  long-term  purchase and supply
agreements with certain suppliers and customers.  These agreements,  which offer
various fixed pricing arrangements, effectively obligate the Company to bear (i)
the risk of increased  raw material and other costs to the Company  which cannot
be passed on to the  Company's  customers  through  increased  titanium  product
prices (in whole or in part) or (ii) the risk of decreasing  raw material  costs
to the Company's suppliers which are not passed on to the Company in the form of
lower raw material prices.


                                     - 25 -

<PAGE>

PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

     Reference is made to Note 12 of the Consolidated Financial Statements which
information is incorporated herein by reference and to the Company's 2001 Annual
Report for descriptions of certain previously reported legal proceedings.

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

     The Company held its Annual Meeting of Stockholders on May 7, 2002, for the
purpose of electing  six  directors  to serve  until the 2003 Annual  Meeting of
Shareholders  and until their  successors  are duly elected and  qualified.  All
nominees for director were elected with the following vote:

<TABLE>
<CAPTION>
                 Director                                  Votes For                          Votes Withheld
--------------------------------------------    ---------------------------------    ----------------------------------
<S>                                                        <C>                                    <C>
Norman N. Green                                            29,723,558                             723,536
J. Landis Martin                                           29,725,244                             721,850
Albert W. Niemi, Jr.                                       29,726,747                             720,347
Glenn R. Simmons                                           29,665,002                             782,092
Gen. Thomas P. Stafford (retired)                          29,676,556                             770,538
Steven L. Watson                                           29,681,002                             766,092

</TABLE>

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)    Exhibits:

                10.1*   Titanium Metals Corporation  Amended and  Restated  1996
                        Non-Employee Director Compensation Plan, as amended  and
                        restated effective May 7, 2002.

                10.2    Intercorporate  Services   Agreement  between   Titanium
                        Metals Corporation and Tremont Corporation, effective as
                        of January 1, 2002.

                10.3    Intercorporate  Services   Agreement  between   Titanium
                        Metals  Corporation  and NL Industries,  Inc., effective
                        as  of  January 1, 2002,  incorporated  by  reference to
                        Exhibit 10.3 to  NL  Industries, Inc.'s Quarterly Report
                        on Form 10-Q for the quarter ended March 31, 2002.

                * Management contract, compensatory plan or arrangement.

         (b)    Reports on Form 8-K:

                Reports  on  Form  8-K  filed by  the Registrant for the quarter
                ended March 31, 2002 and the month of April 2002:

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

                        January 4, 2002                   5 and 7
                        February 8, 2002                  5 and 7
                        April 1, 2002                     5 and 7
                        April 26, 2002                    5 and 7




                                     - 26 -

<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: May 14, 2002              By  /s/ Mark A. Wallace
--------------------------          --------------------------------------------
                                    Mark A. Wallace
                                    (Executive Vice President and
                                    Chief Financial Officer)


Date: May 14, 2002              By  /s/ JoAnne A. Nadalin
--------------------------          --------------------------------------------
                                    JoAnne A. Nadalin
                                    (Vice President, Corporate Controller and
                                    Principal Accounting Officer)


                                     - 27 -