SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2004
                                                 -------------

                                       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 ororganization)                              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
                                    ---        ---


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).


                               Yes         No   X
                                    ---        ---


Number of shares of common stock outstanding on August 4, 2004: 3,180,002

<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 in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations ("MD&A"), are forward-looking  statements that represent management's
beliefs   and   assumptions   based   on   currently   available    information.
Forward-looking  statements can generally 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
assurance 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 risks and  uncertainties in those portions  referenced above and those
described  from time to time in the Company's  other filings with the Securities
and  Exchange  Commission  ("SEC")  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 renewal of
certain 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,  fluctuations in the market price of
marketable securities, 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 terrorist  activities or global conflicts,
the  Company's  ability  to  achieve  reductions  in  its  cost  structure,  the
completion of the exchange  offer related to the 6.625%  mandatorily  redeemable
convertible  preferred securities,  beneficial unsecured convertible  securities
issued  by the  TIMET  Capital  Trust I, the  potential  for  adjustment  of the
Company's   deferred  tax  asset   valuation   allowance  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 - June 30, 2004 (unaudited)
             and December 31, 2003                                            2

           Consolidated Statements of Operations - Three and six months
             ended June 30, 2004 and 2003 (unaudited)                         4

           Consolidated Statements of Comprehensive Income (Loss) -
             Three and six months ended June 30, 2004 and 2003 (unaudited)    5

           Consolidated Statements of Cash Flows - Six months ended
             June 30, 2004 and 2003 (unaudited)                               6

           Consolidated Statement of Changes in Stockholders' Equity -
             Six months ended June 30, 2004 (unaudited)                       8

           Notes to Consolidated Financial Statements (unaudited)             9

   Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                             21

   Item 3. Quantitative and Qualitative Disclosures about Market Risk        33

   Item 4. Controls and Procedures                                           33

PART II. OTHER INFORMATION

   Item 1. Legal Proceedings                                                 35

   Item 4. Submission of Matters to a Vote of Security Holders               35

   Item 6. Exhibits and Reports on Form 8-K                                  36

                                      - 1 -

<PAGE>

                           TITANIUM METALS CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
                                                                                 June 30,              December 31,
                                                                                   2004                    2003
                                                                            --------------------     ------------------
ASSETS                                                                           (unaudited)

<S>                                                                         <C>                      <C>
Current assets:
   Cash and cash equivalents                                                $           9,216        $        35,040
   Restricted cash and cash equivalents                                                 2,248                  2,248
   Accounts and other receivables, less allowance
     of $1,668 and $2,347                                                              86,286                 67,432
   Refundable income taxes                                                                207                  2,155
   Inventories                                                                        187,039                165,721
   Prepaid expenses and other                                                           1,727                  2,604
   Deferred income taxes                                                                  710                    778
                                                                            --------------------     ------------------

       Total current assets                                                           287,433                275,978

Marketable securities                                                                  23,118                      -
Investment in joint ventures                                                           20,967                 22,469
Investment in common securities of TIMET Capital Trust I                                6,259                  6,794
Property and equipment, net                                                           230,886                239,182
Intangible assets, net                                                                  5,545                  6,294
Other                                                                                  17,131                 16,692
                                                                            --------------------     ------------------

       Total assets                                                         $         591,339        $       567,409
                                                                            ====================     ==================

</TABLE>


           See accompanying Notes to Consolidated Financial Statements
                                      - 2 -

<PAGE>


                           TITANIUM METALS CORPORATION

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                      (In thousands, except per share data)

<TABLE>


                                                                                   June 30,              December 31,
LIABILITIES, MINORITY INTEREST AND                                                   2004                    2003
STOCKHOLDERS' EQUITY                                                         ---------------------    -------------------
                                                                                  (unaudited)

<S>                                                                          <C>                      <C>
Current liabilities:
   Notes payable                                                             $           1,000        $              -
   Current maturities of capital lease obligations                                         170                     524
   Accounts payable                                                                     38,248                  29,200
   Accrued liabilities                                                                  44,535                  45,163
   Customer advances                                                                    27,767                   3,356
   Income taxes payable                                                                    944                      11
   Other                                                                                   320                     251
                                                                             ---------------------    -------------------

       Total current liabilities                                                       112,984                  78,505

Capital lease obligations                                                                9,814                   9,766
Accrued OPEB cost                                                                       13,838                  13,661
Accrued pension cost                                                                    65,396                  62,366
Accrued environmental cost                                                               3,230                   3,930
Deferred income taxes                                                                      497                     637
Accrued interest on debt payable to TIMET Capital Trust I                                    -                  19,003
Debt payable to TIMET Capital Trust I                                                  207,465                 207,465
Other                                                                                    1,819                   2,188
                                                                             ---------------------    -------------------

       Total liabilities                                                               415,043                 397,521
                                                                             ---------------------    -------------------

Minority interest                                                                       10,791                  11,131
                                                                             ---------------------    -------------------

Stockholders' equity:
   Preferred stock, $.01 par value; 100 shares authorized,
     none issued                                                                             -                       -
   Common stock, $.01 par value; 9,900 shares authorized,
     3,189 and 3,190 shares issued                                                          32                      32
   Additional paid-in capital                                                          350,635                 350,643
   Accumulated deficit                                                                (140,216)               (140,428)
   Accumulated other comprehensive loss                                                (43,713)                (50,226)
   Treasury stock, at cost (9 shares)                                                   (1,208)                 (1,208)
   Deferred compensation                                                                   (25)                    (56)
                                                                             ---------------------    -------------------
       Total stockholders' equity                                                      165,505                 158,757
                                                                             ---------------------    -------------------

       Total liabilities, minority interest and
         stockholders' equity                                                $         591,339        $        567,409
                                                                             =====================    ===================

Commitments and contingencies (Note 13)

</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>

                                                                 Three months ended                     Six months ended
                                                                      June 30,                              June 30,
                                                          ----------------------------------    ----------------------------------
                                                               2004               2003               2004               2003
                                                          ---------------    ---------------    ---------------    ---------------

<S>                                                       <C>                <C>                <C>                <C>
Net sales                                                 $      124,125     $     101,813      $      244,613     $      201,106
Cost of sales                                                    108,639            97,455             216,771            195,730
                                                          ---------------    ---------------    ---------------    ---------------

   Gross margin                                                   15,486             4,358              27,842              5,376

Selling, general, administrative and
   development expense                                            11,151             9,583              20,668             19,478
Equity in (losses) earnings of joint ventures                       (149)              228                (232)               413
Other income (expense), net                                        2,778             2,910               2,853              3,538
                                                          ---------------    ---------------    ---------------    ---------------

   Operating income (loss)                                         6,964            (2,087)              9,795            (10,151)

Interest expense                                                   4,088             4,059               8,398              8,259
Other non-operating income (expense), net                            159              (161)                897               (577)
                                                          ---------------    ---------------    ---------------    ---------------

 Income (loss) before income taxes,
   minority interest and cumulative effect
   of change in accounting principle                               3,035            (6,307)              2,294            (18,987)

Income tax expense                                                   799                24               1,321                481
Minority interest, net of tax                                        371                20                 761                283
                                                          ---------------    ---------------    ---------------    ---------------

   Income (loss) before cumulative effect of
     change in accounting principle                                1,865            (6,351)                212            (19,751)

Cumulative effect of change in
   accounting principle                                                -                 -                   -               (191)
                                                          ---------------    ---------------    ---------------    ---------------

   Net income (loss)                                      $        1,865     $      (6,351)     $          212     $      (19,942)
                                                          ===============    ===============    ===============    ===============

Basic and diluted earnings (loss) per share:
   Before cumulative effect of change in
     accounting principle                                 $         0.59     $       (2.00)     $         0.07     $        (6.24)

   Cumulative effect of change in
     accounting principle                                              -                 -                   -              (0.06)
                                                          ---------------    ---------------    ---------------    ---------------

Basic and diluted earnings (loss) per share               $         0.59     $       (2.00)     $         0.07     $        (6.30)
                                                          ===============    ===============    ===============    ===============

Weighted average shares outstanding:
   Basic                                                           3,176             3,170               3,174              3,167
                                                          ===============    ===============    ===============    ===============
   Diluted                                                         3,187             3,170               3,183              3,167
                                                          ===============    ===============    ===============    ===============

</TABLE>

           See accompanying Notes to Consolidated Financial Statements
                                      - 4 -
<PAGE>


                           TITANIUM METALS CORPORATION

       CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)
                                 (In thousands)
<TABLE>

                                                             Three months ended                     Six months ended
                                                                  June 30,                              June 30,
                                                      ----------------------------------    ----------------------------------
                                                           2004               2003               2004               2003
                                                      ---------------    ---------------    ---------------    ---------------

<S>                                                   <C>                <C>                <C>                <C>
Net income (loss)                                     $        1,865     $     (6,351)      $        212       $      (19,942)
                                                      ---------------    ---------------    ---------------    ---------------

Other comprehensive income (loss):

   Currency translation adjustment                            (1,634)           4,830                (18)               4,740

   Unrealized gains on marketable
      securities                                               2,135                -              6,585                    -

   TIMET's share of VALTIMET's
     unrealized net losses on
     derivative financial instruments
     qualifying as cash flow hedges                             (304)               -                (54)                   -
                                                      ---------------    ---------------    ---------------    ---------------
     Total other comprehensive income                            197            4,830              6,513                4,740
                                                      ---------------    ---------------    ---------------    ---------------
   Comprehensive income (loss)                        $        2,062     $     (1,521)      $      6,725       $      (15,202)
                                                      ===============    ===============    ===============    ===============

</TABLE>

           See accompanying Notes to Consolidated Financial Statements
                                      - 5 -

<PAGE>


                           TITANIUM METALS CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
                                 (In thousands)
<TABLE>

                                                                                     Six months ended June 30,
                                                                              ----------------------------------------
                                                                                     2004                 2003
                                                                              -------------------   ------------------

<S>                                                                           <C>                   <C>
Cash flows from operating activities:
   Net income (loss)                                                          $          212        $      (19,942)
   Depreciation and amortization                                                      16,385                18,986
   Cumulative effect of change in accounting principle                                     -                   191
   Equity in earnings of joint ventures, net of distributions                            232                  (362)
   Equity in earnings of common securities of TIMET
     Capital Trust I, net of distributions                                               536                  (212)
   Deferred income taxes                                                                 (96)                 (248)
   Minority interest, net of tax                                                         761                   284
   Other, net                                                                           (246)                  575
   Change in assets and liabilities:
     Receivables                                                                     (16,860)              (10,953)
     Inventories                                                                     (21,580)               24,862
     Prepaid expenses and other                                                          884                   497
     Accounts payable and accrued liabilities                                          7,543                (1,226)
     Customer advances                                                                23,957                22,691
     Income taxes                                                                      2,814                  (562)
     Accrued OPEB and pension costs                                                    2,260                  (896)
     Accrued interest on debt payable to TIMET Capital Trust I                       (17,857)                7,083
     Other, net                                                                       (1,328)                 (543)
                                                                              -------------------   ------------------
       Net cash (used) provided by operating activities                               (2,383)               40,225
                                                                              -------------------   ------------------

Cash flows from investing activities:
   Capital expenditures                                                               (6,714)               (3,579)
   Purchase of marketable securities                                                 (16,533)                    -
   Other                                                                                   -                    37
                                                                              -------------------   ------------------
       Net cash used by investing activities                                         (23,247)               (3,542)
                                                                              -------------------   ------------------

Cash flows from financing activities:
   Indebtedness:
     Borrowings                                                                       21,070                86,930
     Repayments                                                                      (20,070)             (101,079)
   Dividends paid to minority interest                                                  (691)               (1,892)
   Other, net                                                                           (446)                 (632)
                                                                              -------------------   ------------------
       Net cash used by financing activities                                            (137)              (16,673)
                                                                              -------------------   ------------------

       Net cash (used) provided by operating,
         investing and financing activities                                   $      (25,767)       $       20,010
                                                                              ===================   ==================
</TABLE>

           See accompanying Notes to Consolidated Financial Statements
                                      - 6 -

<PAGE>


                           TITANIUM METALS CORPORATION

          CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (CONTINUED)
                                 (In thousands)

<TABLE>

                                                                                     Six months ended June 30,
                                                                              ----------------------------------------
                                                                                    2004                  2003
                                                                              ------------------    ------------------

<S>                                                                           <C>                   <C>
Cash and cash equivalents:
   Net (decrease) increase from:
     Operating, investing and financing activities                            $      (25,767)       $       20,010
     Currency translation                                                                (57)                  210
                                                                              ------------------    ------------------
                                                                                     (25,824)               20,220

   Cash and cash equivalents at beginning of period                                   35,040                 6,214
                                                                              ------------------    ------------------

   Cash and cash equivalents at end of period                                 $        9,216        $       26,434
                                                                              ------------------    ------------------

Supplemental disclosures:
   Cash paid for:
     Interest                                                                 $       25,860        $          799
     Income taxes, net                                                        $            -        $        1,291

</TABLE>

           See accompanying Notes to Consolidated Financial Statements
                                      - 7 -

<PAGE>




                           TITANIUM METALS CORPORATION

      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited)

                         Six months ended June 30, 2004
                                 (In thousands)

<TABLE>

                                                                                     Accumulated
                                                           Additional                   Other                              Total
                                        Common    Common    Paid-In    Accumulated  Comprehensive Treasury   Deferred  Stockholders'
                                        Shares    Stock     Capital      Deficit    Income (Loss)   Stock  Compensation   Equity
                                       --------  -------  -----------  -----------  ------------  ---------  ---------  -----------

<S>                                      <C>     <C>      <C>          <C>          <C>           <C>        <C>        <C>
Balance at December 31, 2003             3,181   $   32   $  350,643   $ (140,428)  $  (50,226)   $ (1,208)  $    (56)  $  158,757

Components of comprehensive
   income (loss):

   Net income                                -        -            -          212            -           -          -          212

   Change in cumulative currency
     translation adjustment                  -        -            -            -          (18)          -          -          (18)

   Unrealized gains on marketable
     securities                              -        -            -            -        6,585           -          -        6,585

   TIMET's share of VALTIMET's
     unrealized net gains on
     derivative financial instruments
     qualifying as cash flow hedges          -        -            -            -          (54)          -          -          (54)

Issuance of common stock                     -        -           53            -            -           -          -           53

Stock award cancellations                   (1)       -          (61)           -            -           -         61            -

Amortization of deferred
   compensation, net of effects of
   stock award cancellations                 -        -            -            -            -           -        (30)         (30)
                                       --------  -------  -----------  -----------  ------------  ---------  ---------  -----------
Balance at June 30, 2004                 3,180   $   32   $  350,635   $ (140,216)  $  (43,713)   $ (1,208)  $    (25)  $  165,505
                                       ========  =======  ===========  ===========  ============  =========  =========  ===========


</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.  The  accompanying  Consolidated
Financial  Statements  include  the  accounts  of TIMET  and its  majority-owned
subsidiaries (collectively, the "Company") except the TIMET Capital Trust I (the
"Capital Trust"), a wholly-owned subsidiary which was deconsolidated at December
31, 2003,  and for which all prior  periods were  retroactively  restated.  Such
retroactive  restatement did not impact net income (loss),  stockholders' equity
or cash flow from  operations  for any prior period.  All material  intercompany
transactions and balances with  consolidated  subsidiaries have been eliminated,
and certain prior year amounts have been  reclassified to conform to the current
year  presentation.  The  Consolidated  Balance Sheet at June 30, 2004,  and the
Consolidated  Statements of Operations,  Comprehensive Income (Loss), Changes in
Stockholders'  Equity and Cash Flows for the interim periods ended June 30, 2004
and 2003,  as  applicable,  have been  prepared by the Company  without audit in
accordance with accounting principles generally accepted in the United States of
America  ("GAAP").  In the opinion of management,  all adjustments  necessary to
present fairly the consolidated  financial  position,  results of operations and
cash flows have been made. The results of operations for interim periods are not
necessarily  indicative  of the  operating  results  of a full year or of future
operations.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance  with GAAP have been  condensed or
omitted.  The Company's first three fiscal quarters reported are the approximate
13-week  periods ending on the Saturday  generally  nearest to March 31, June 30
and September 30. The Company's fourth fiscal quarter and fiscal year always end
on December 31. For presentation  purposes, the Company's Consolidated Financial
Statements and notes thereto have been presented as ending on March 31, June 30,
September 30 and  December  31, as  applicable.  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, 2003, as amended (the "2003 Annual Report").

     At June 30, 2004, Valhi, Inc. and subsidiaries ("Valhi") held approximately
40.8% of TIMET's  outstanding common stock and approximately 0.4% of the Capital
Trust's  outstanding  6.625%  mandatorily   redeemable   convertible   preferred
securities,  beneficial unsecured  convertible  securities ("BUCS"). At June 30,
2004, the Combined Master Retirement Trust ("CMRT"),  a trust formed by Valhi to
permit the  collective  investment by trusts that maintain the assets of certain
employee  benefit plans  adopted by Valhi and certain  related  companies,  held
approximately 8% of TIMET's common stock. TIMET's U.S. pension plans invest in a
portion of the CMRT that does not hold TIMET  common  stock.  At June 30,  2004,
Contran  Corporation   ("Contran")  held,  directly  or  through   subsidiaries,
approximately  90% 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,  or is held by Mr. Simmons or persons or other entities related
to Mr. Simmons.  In addition,  Mr. Simmons is the sole trustee of the CMRT and a
member of the trust  investment  committee for the CMRT.  At June 30, 2004,  Mr.
Simmons' spouse owned 39.8% of the  outstanding  BUCS. Mr. Simmons may be deemed
to control each of Contran, Valhi and TIMET.

                                      - 9 -
<PAGE>


     The Company has elected the disclosure  alternative prescribed by Statement
of Financial  Accounting  Standards ("SFAS") No. 123, Accounting for Stock-Based
Compensation,   as  amended  by  SFAS  No.  148,   Accounting  for   Stock-Based
Compensation  -  Transition  and  Disclosure,  and has chosen to account for its
stock-based  employee  compensation  related to stock options in accordance with
Accounting  Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to  Employees,  and its  various  interpretations.  Under APB  Opinion  No.  25,
compensation cost is generally  recognized for fixed stock options for which the
exercise  price is less than the  market  price of the  underlying  stock on the
grant date.  All of the Company's  stock options have been granted with exercise
prices equal to or in excess of the market  price on the date of grant,  and the
Company  recognized no  compensation  expense for fixed stock options during the
three  and six  months  ended  June  30,  2004 and  2003.  The  following  table
illustrates the effect on net income (loss) and earnings (loss) per share if the
Company had applied the fair value recognition provisions of SFAS No. 123 to all
options granted since January 1, 1995:

<TABLE>

                                                          Three months ended                  Six months ended
                                                                June 30,                           June 30,
                                                    -------------------------------    -------------------------------
                                                         2004              2003             2004              2003
                                                    --------------    -------------    --------------    -------------
                                                                  (In thousands, except per share data)

<S>                                                 <C>               <C>              <C>               <C>
Net income (loss), as reported                      $     1,865       $     (6,351)    $       212       $    (19,942)
Less stock option related stock-based
   employee compensation expense
   determined under SFAS No. 123                            (11)               (52)            (42)              (161)
                                                    --------------    -------------    --------------    -------------

Pro forma net income (loss)                         $     1,854       $     (6,403)    $       170       $    (20,103)
                                                    ==============    =============    ==============    =============


Basic and diluted earnings (loss)
   per share:
   As reported                                      $      0.59       $      (2.00)    $      0.07       $      (6.30)
                                                    ==============    =============    ==============    =============

   Pro forma                                        $      0.59       $      (2.02)    $      0.05       $      (6.35)
                                                    ==============    =============    ==============    =============

</TABLE>

     VALTIMET,  the Company's 43.7% owned affiliate  accounted for by the equity
method, has entered into certain derivative  financial  instruments that qualify
as cash flow hedges  under GAAP.  The  Company's  pro-rata  share of  VALTIMET's
unrealized  net gains  (losses)  on such  derivative  financial  instruments  is
included as a component of other comprehensive income.

     In March 2004 the Company's Board of Directors approved a proposal to amend
the Company's  Certificate of Incorporation to increase the number of authorized
shares of the Company's capital stock, one of the purposes of which is to permit
a split of the  Company's  common stock at a ratio of five shares of  post-split
common stock for each  outstanding  one share of pre-split  common stock,  to be
effected in the form of a stock dividend following the New York Stock Exchange's
("NYSE") approval of the Company's Supplemental Listing Application ("SLA"). The
Company's  Board of  Directors  approved  the stock  split at the same time.  On
August 5, 2004, the Company's  stockholders  approved the proposed  amendment to
the Company's  Certificate of  Incorporation.  When the stock split is completed
upon approval of the Company's  SLA, the Company will  retroactively  adjust all
earnings per share data for the effect of the stock split in all future filings.

                                     - 10 -

<PAGE>


Note 2 - Inventories

<TABLE>
                                                                                 June 30,             December 31,
                                                                                   2004                   2003
                                                                            -------------------    -------------------
                                                                                         (In thousands)

<S>                                                                         <C>                    <C>
Raw materials                                                               $          49,389      $        33,198
Work-in-process                                                                        85,010               76,573
Finished products                                                                      60,646               62,687
Supplies                                                                               12,927               12,248
                                                                            -------------------    -------------------
                                                                                      207,972              184,706
Less adjustment of certain inventories to LIFO basis                                   20,933               18,985
                                                                            -------------------    -------------------

                                                                            $         187,039      $       165,721
                                                                            ===================    ===================
</TABLE>

Note 3 - Marketable securities


     During the first six months of 2004, the Company purchased 1,365,510 shares
of CompX International,  Inc. ("CompX") Class A common stock for an aggregate of
$14.0  million  in  open  market  or  privately  negotiated   transactions  with
unaffiliated  parties,  representing  approximately  9.0% of the total number of
shares of all  classes of CompX  common  stock  outstanding.  Valhi and a wholly
owned subsidiary of Valhi own approximately 68.4% of all classes of CompX common
stock outstanding. At June 30, 2004, the quoted market price for CompX's Class A
common  stock was $15.00  per share.  Subsequent  to June 30,  2004 and  through
August 4, 2004,  the Company  purchased an  additional  843,110  shares of CompX
Class A common stock for an aggregate of $12.6 million, increasing the Company's
total holdings of all classes of CompX common stock to 14.6%.

     During the second quarter of 2004, the Company  purchased 221,100 shares of
NL Industries, Inc. ("NL") common stock for an aggregate of $2.5 million in open
market  transactions,  representing  approximately  0.5% of the total  number of
shares of NL common stock  outstanding.  Valhi and a wholly owned  subsidiary of
Valhi own an additional 83.4% of NL common stock outstanding.  At June 30, 2004,
the quoted market price for NL common stock was $14.50 per share.

     The  Company's  shares  of CompX  and NL common  stock  are  classified  as
noncurrent available-for-sale marketable securities carried at fair value on the
Company's  Consolidated  Balance Sheet as of June 30, 2004,  with all unrealized
gains reported as a component of other comprehensive income.


                                     - 11 -

<PAGE>


Note 4 - Property and equipment

<TABLE>

                                                                                  June 30,            December 31,
                                                                                    2004                  2003
                                                                             -------------------    ------------------
                                                                                          (In thousands)

<S>                                                                          <C>                    <C>
Land and improvements                                                        $           6,372      $         6,358
Buildings and improvements                                                              41,616               41,700
Information technology systems                                                          60,704               59,782
Manufacturing equipment and other                                                      324,096              318,364
Construction in progress                                                                 6,455                6,754
                                                                             -------------------    ------------------
                                                                                       439,243              432,958
Less accumulated depreciation                                                          208,357              193,776
                                                                             -------------------    ------------------

                                                                             $         230,886      $       239,182
                                                                             ===================    ==================

</TABLE>


Note 5 - Other noncurrent assets

<TABLE>

                                                                                 June 30,             December 31,
                                                                                   2004                   2003
                                                                            --------------------    ------------------
                                                                                         (In thousands)

<S>                                                                         <C>                     <C>
Deferred financing costs                                                    $           7,438       $         7,563
Prepaid pension cost                                                                    9,574                 8,981
Notes receivable from officers                                                            119                   145
Other                                                                                       -                     3
                                                                            --------------------    ------------------

                                                                            $          17,131       $        16,692
                                                                            ====================    ==================
</TABLE>

Note 6 - Accrued liabilities

<TABLE>
                                                                                 June 30,             December 31,
                                                                                   2004                   2003
                                                                           ---------------------    ------------------
                                                                                         (In thousands)

<S>                                                                        <C>                      <C>
OPEB cost                                                                  $           3,095        $         3,135
Pension cost                                                                           6,609                  8,466
Payroll and vacation                                                                   6,144                  6,891
Incentive compensation                                                                 5,018                    579
Other employee benefits                                                                8,257                  9,731
Deferred income                                                                        1,544                  1,664
Environmental costs                                                                      833                    301
Taxes, other than income                                                               4,595                  4,408
Accrued interest on debt payable to the Capital Trust                                  1,145                      -
Wyman-Gordon installment                                                                   -                  2,800
Other                                                                                  7,295                  7,188
                                                                           ---------------------    ------------------

                                                                           $          44,535        $        45,163
                                                                           =====================    ==================

</TABLE>

                                     - 12 -

<PAGE>


     During the third  quarter of 2003,  the  Company and  Wyman-Gordon  Company
("Wyman-Gordon")  agreed  to  terminate  the 1998  purchase  and sale  agreement
associated with the formation of the titanium castings joint venture  previously
owned by the two parties. The Company agreed to pay Wyman-Gordon a total of $6.8
million in three quarterly  installments  in connection  with this  termination,
which included the termination of certain favorable  purchase terms. The Company
recorded a one-time  charge for the entire $6.8  million as a reduction to sales
in the third  quarter  of 2003.  The  Company  paid the  first two  installments
aggregating $4.0 million to Wyman-Gordon during 2003 and paid the remaining $2.8
million in the first quarter of 2004.

     Effective January 1, 2004, the Company modified the vacation policy for its
U.S.  salaried  employees.  Such  employees no longer accrue their entire year's
vacation  entitlement  on January 1, but rather will  accrue the current  year's
vacation  entitlement  over the course of the year.  As a result,  the Company's
reduced its  vacation  accrual  for these  employees  from $1.9  million to zero
during the first  quarter of 2004,  resulting in one-time  reductions in cost of
sales of $1.6  million and  selling,  general,  administrative  and  development
expense of $0.3 million.

     See Note 9 with respect to accrued  interest on debt payable to the Capital
Trust.

Note 7 - Boeing advance

     Under the terms of the amended  long-term  agreement  ("LTA") between TIMET
and The  Boeing  Company  ("Boeing"),  in years  2002  through  2007,  Boeing is
required  to  advance  TIMET  $28.5  million  annually  less  $3.80 per pound of
titanium  product  purchased  by Boeing  subcontractors  from  TIMET  during the
preceding year. The advance relates to Boeing's  take-or-pay  obligations  under
the LTA.  Effectively,  the Company collects $3.80 less from Boeing than the LTA
selling  price for each pound of titanium  product  sold  directly to Boeing and
reduces the related  customer  advance  recorded by the  Company.  For  titanium
products  sold to  Boeing  subcontractors,  the  Company  collects  the full LTA
selling  price,  but gives  Boeing  credit by reducing  the next  year's  annual
advance by $3.80 per pound of titanium  product  sold to Boeing  subcontractors.
The Boeing customer advance is also reduced as take-or-pay  benefits are earned.
As of June 30, 2004, approximately $23.1 million of customer advances related to
the Company's LTA with Boeing.

Note 8 - Bank debt

     During the first  quarter of 2004,  the  Company  amended  its U.S.  credit
facility to, among other things, allow the Company the flexibility to remove the
equipment   component  from  the   determination  of  the  Company's   borrowing
availability  in order to avoid  the costs of an  appraisal.  The  Company  took
advantage  of this  flexibility  during the first  quarter of 2004,  effectively
reducing  the  Company's  current  borrowing  availability  in the  U.S.  by $12
million.  However,  the Company can regain this  availability  by  completing an
updated  equipment  appraisal.  As of June 30, 2004, the Company had outstanding
borrowings of $1.0 million under one of its European  credit  facilities and had
aggregate unused borrowing  availability of approximately $147 million under its
U.S. and European credit facilities.

                                     - 13 -

<PAGE>


Note 9 - Capital Trust

     In November  1996,  the Capital Trust issued  $201.3  million BUCS and $6.2
million  6.625%  common  securities.  TIMET owns all of the  outstanding  common
securities of the Capital Trust, and the Capital Trust is a wholly owned finance
subsidiary  of TIMET.  The Capital Trust used the proceeds from such issuance to
purchase from the Company  $207.5  million  principal  amount of TIMET's  6.625%
convertible   junior   subordinated   debentures  due  2026  (the  "Subordinated
Debentures").  Interest on the  Subordinated  Debentures is recorded as interest
expense.  The Subordinated  Debentures and accrued interest  receivable were the
sole assets of the Capital Trust at June 30, 2004.

     In October 2002, the Company  exercised its right to defer future  interest
payments on the Subordinated Debentures,  effective beginning with the Company's
December 1, 2002  scheduled  interest  payment.  Based on the deferral,  accrued
interest on the Subordinated  Debentures was reflected as a long-term  liability
in the  Consolidated  Balance Sheet at December 31, 2003. On March 24, 2004, the
Company's Board of Directors approved resumption of scheduled quarterly interest
payments on the Subordinated Debentures beginning with the June 1, 2004 payment.
The Company's Board also approved payment of all previously deferred interest on
the  Subordinated  Debentures.  On April 15, 2004, the Company paid the deferred
interest in the amount of $21.7  million,  $21.0 million of which related to the
BUCS.

     The Company's Board of Directors and stockholders have approved an exchange
offer,  which  commenced  on July 30,  2004,  pursuant  to which the Company has
offered to exchange any and all of the outstanding  4,024,820 BUCS issued by the
Capital Trust for shares of a newly created 6.75% Series A Convertible Preferred
Stock to be issued  by the  Company  (the  "Series A  Preferred  Stock")  at the
exchange  rate of one share of Series A  Preferred  Stock  for each  BUCS.  When
issued, each share of Series A Preferred Stock will be convertible,  in whole or
in part, at any time, at the option of the holder  thereof,  into one-third of a
share of TIMET common stock (or at a rate of one and two-thirds  shares of TIMET
common stock per one share of Series A Preferred Stock,  following completion of
the  five-for-one  stock split  discussed in Note 1),  subject to  adjustment in
certain  events.  The exchange offer is subject to the  satisfaction  of several
conditions,  including the continued  effectiveness of a registration  statement
and prospectus on Form S-4.

     The holders of shares of the Series A  Preferred  Stock will be entitled to
receive  cumulative  cash  dividends  at the rate of  6.75%  of the  liquidation
preference per annum per share (equivalent to $3.375 per annum per share), when,
as and if declared by the  Company's  Board of  Directors  out of funds of TIMET
legally  available  for the payment of dividends.  The Series A Preferred  Stock
will not be mandatorily redeemable,  but will be redeemable at the option of the
Company under certain circumstances.

                                     - 14 -

<PAGE>


Note 10 - Other income (expense)

<TABLE>
                                                            Three months ended                 Six months ended
                                                                  June 30,                          June 30,
                                                      ------------------------------    ------------------------------
                                                          2004             2003              2004            2003
                                                      --------------    ------------    --------------    ------------
                                                                              (In thousands)
<S>                                                   <C>               <C>             <C>               <C>
  Other operating income (expense):
     Litigation settlement                            $         -       $        -      $         -       $       475
     Boeing take-or-pay                                     2,507            2,820            2,507             2,820
     Other, net                                               271               90              346               243
                                                      --------------    ------------    --------------    ------------

                                                      $     2,778       $    2,910      $     2,853       $     3,538
                                                      ==============    ============    ==============    ============

  Other non-operating income (expense):
     Interest income                                  $        35       $       69      $       187       $       181
     Equity in earnings of common
       securities of the Capital Trust                        103              107              217               212
     Foreign exchange gains (losses)                           99             (257)             571              (887)
     Other, net                                               (78)             (80)             (78)              (83)
                                                      --------------    ------------    --------------    ------------

                                                      $       159       $     (161)     $       897       $      (577)
                                                      ==============    ============    ==============    ============

</TABLE>


     During the first quarter of 2003, the Company received $0.5 million related
to its settlement of certain  litigation  relating to power outages  suffered at
its  Henderson,  Nevada  facility  in 1997 and 1998 as a  result  of  contractor
activity.

Note 11 - Income taxes

<TABLE>

                                                                                         Six months ended
                                                                                             June 30,
                                                                             -----------------------------------------
                                                                                   2004                   2003
                                                                             ------------------    -------------------
                                                                                          (In thousands)

<S>                                                                          <C>                   <C>
Expected income tax expense (benefit), at 35%                                $           803       $          (6,645)
Non-U.S. tax rates                                                                      (166)                    193
Incremental tax on earnings of non-U.S. tax group affiliates                             125                       7
U.S. state income taxes, net                                                            (208)                   (765)
Dividends received deduction                                                             (13)                   (312)
Nontaxable income                                                                          -                    (187)
Adjustment of deferred tax valuation allowance                                           726                   8,085
Other, net                                                                                54                     105
                                                                             ------------------    -------------------

                                                                             $         1,321       $             481
                                                                             ==================    ===================

</TABLE>


     At June 30, 2004,  the Company had, for U.S.  federal  income tax purposes,
(i) net operating loss ("NOL") carryforwards of $119 million that expire in 2020
through 2024,  (ii) a capital loss  carryforward  of $89 million that expires in
2008 and (iii) AMT credit carryforwards of $4 million,  which can be utilized to
offset  regular  income  taxes  payable  in  future  years,  with an  indefinite
carryforward  period.  In  addition,  at June  30,  2004,  the  Company  had the
equivalent of (i) a $26 million NOL  carryforward in the United Kingdom and a $2
million NOL carryforward in Germany, both of which have indefinite  carryforward
periods, and (ii) $0.6 million of NOL carryforwards in Italy that expire in 2008
and 2009.

                                     - 15 -

<PAGE>


Note 12 - Employee benefits

     Defined benefit pension plans.  The components of the net periodic  pension
expense are set forth below:

<TABLE>
                                                            Three months ended                 Six months ended
                                                                June 30,                           June 30,
                                                    -------------------------------    -------------------------------
                                                        2004              2003             2004              2003
                                                    --------------    -------------    --------------    -------------
                                                                              (In thousands)

<S>                                                 <C>               <C>              <C>               <C>
Service cost                                        $       792       $       712      $     1,677       $     1,427
Interest cost                                             3,143             2,724            6,294             5,459
Expected return on plan assets                           (3,265)           (2,236)          (6,534)           (4,480)
Amortization of unrecognized
  prior service cost                                        122               144              244               288
Amortization of net losses                                1,091             1,059            2,184             2,121
                                                    --------------    -------------    --------------    -------------
  Net periodic pension expense                      $     1,883       $     2,403      $     3,865       $     4,815
                                                    ==============    =============    ==============    =============

</TABLE>

     Through  June  30,  2004,  the  Company  has  made  $4.1  million  of  cash
contributions  to its defined benefit pension plans in 2004 (all of which relate
to the UK plan),  and the  Company  currently  expects to make  additional  cash
contributions of approximately $5.7 million to its defined benefit pension plans
during 2004 ($1.8  million to the US plan and $3.9 million to the UK plan).  The
current aggregate  estimate for full-year 2004 cash  contributions  represents a
$1.7 million  decrease  from  estimates as of December 31, 2003,  based upon the
effects  on the US plan of the  Company's  application  of the  Pension  Funding
Equity Act of 2004, which was enacted on April 9, 2004.

     Postretirement benefits other than pensions. The components of net periodic
OPEB expense are set forth below:

<TABLE>

                                                           Three months ended                  Six months ended
                                                                June 30,                           June 30,
                                                    -------------------------------    -------------------------------
                                                         2004              2003             2004              2003
                                                    --------------    -------------    --------------    -------------
                                                                              (In thousands)

<S>                                                 <C>               <C>              <C>               <C>
Service cost                                        $       126       $       176      $       253       $       352
Interest cost                                               403               385              806               770
Amortization of unrecognized
  prior service cost                                       (116)              (94)            (232)             (188)
Amortization of net losses                                  227               199              454               398
                                                    --------------    -------------    --------------    -------------
Net periodic OPEB expense                           $       640       $       666      $     1,281       $     1,332
                                                    ==============    =============    ==============    =============
</TABLE>

                                     - 16 -


<PAGE>


     The Medicare  Prescription Drug,  Improvement and Modernization Act of 2003
(the  "Medicare  Act  of  2003"),   enacted  in  December  2003,   introduced  a
prescription drug benefit under Medicare  (Medicare Part D) as well as a federal
subsidy to sponsors of retiree  health care benefit plans that provide a benefit
that is at least actuarially equivalent to Medicare Part D. Detailed regulations
necessary to implement the Medicare Act of 2003 were not issued upon  enactment,
including  those that would  specify the manner in which  actuarial  equivalency
would be determined,  the evidence required to demonstrate actuarial equivalence
and  the  documentation  requirements  necessary  to  receive  the  subsidy.  In
accordance  with FASB Staff Position  ("FSP") No. 106-1,  the Company elected to
defer accounting for the effects of the Medicare Act of 2003 until authoritative
guidance  on how to  account  for such  effects  was  issued.  Accordingly,  the
Company's  accumulated  postretirement  benefit obligation and net periodic OPEB
cost, as reflected in the accompanying consolidated financial statements, do not
reflect any effect of the  federal  subsidy  because  the  Company is  currently
unable to conclude  whether the benefits  provided by its plans are  actuarially
equivalent.  In May 2004, the FASB issued FSP No. 106-2,  which is applicable to
the Company  beginning in the quarter ended  September  30, 2004.  FSP No. 106-2
provides  guidance on (i) accounting for the effects of the Medicare Act of 2003
once the Company is able to  determine  actuarial  equivalency  and (ii) various
required disclosures.  Based upon guidance recently issued (in July 2004) by the
Centers for Medicare and Medicaid  Services,  the Company currently  anticipates
being able to determine  during the quarter ended September 30, 2004 whether the
benefits  provided by its plans are  actuarially  equivalent,  at which time the
Company  will  account  for  the  effect  of  the  federal   subsidy,   if  any,
prospectively  from that date,  as permitted by and in  accordance  with FSP No.
106-2.

Note 13 - Commitments and contingencies

     Environmental  matters.  TIMET and Basic  Management,  Inc. ("BMI") entered
into an  agreement  in 1999  providing  that upon  payment by BMI of the cost to
design, purchase and install the technology and equipment necessary to allow the
Company to stop  discharging  liquid and solid  effluents and  co-products  into
settling  ponds  located on certain  lands owned by the Company  adjacent to its
Henderson,  Nevada  plant site (the "TIMET Pond  Property"),  the Company  would
convey  the TIMET  Pond  Property  to BMI,  at no  additional  cost.  Under this
agreement,  BMI will pay 100% of the first  $15.9  million  of the cost for this
project,  and TIMET will pay 50% of the cost in excess of $15.9 million, up to a
maximum payment by TIMET of $2 million.  The Company  presently expects that the
total cost of this project will not exceed  $15.9  million.  The Company and BMI
are continuing discussions about modifications to the original project scope and
also to the 1999 agreement,  and are also continuing  investigation with respect
to  certain  environmental  issues  associated  with the  TIMET  Pond  Property,
including possible groundwater issues.

     Under  certain  circumstances  (not  presently  in  effect),  TIMET  may be
required to restore some portion of the TIMET Pond  Property to the condition it
was in prior to  TIMET's  use of the  property,  before  returning  title of the
affected  property to BMI. The Company  currently  believes any liability it may
have  under  this  obligation  to  be  remote.  The  Company  is  continuing  to
investigate  this potential  liability,  and is presently unable to estimate the
magnitude of such potential liability.

     The  Company is also  continuing  assessment  work with  respect to its own
active  plant site in  Henderson,  Nevada.  In 2000  through  2002,  the Company
commissioned  studies of certain  remediation issues at the Company's plant site
and other Company-owned sites within the BMI Complex.  The Company currently has
$3.8 million  accrued based on the  undiscounted  cost estimates of the probable
costs for remediation of these sites. The Company expects these accrued expenses
to be paid over a period of up to thirty years.

                                     - 17 -

<PAGE>


     As of June 30, 2004, the Company had accrued an aggregate of  approximately
$4.1 million for  environmental  matters,  including those discussed  above. The
upper end of the range of reasonably  possible costs to remediate  these matters
is  approximately  $8.9  million.  The Company  records  liabilities  related to
environmental  remediation  obligations when estimated future costs are probable
and  reasonably  estimable.  Such  accruals are adjusted as further  information
becomes  available  or  circumstances  change.  Estimated  future  costs are not
discounted to their present  value.  It is not possible to estimate the range of
costs  for  certain  sites.  The  imposition  of  more  stringent  standards  or
requirements  under  environmental  laws or  regulations,  the results of future
testing and analysis undertaken by the Company at its operating facilities, or a
determination  that the Company is  potentially  responsible  for the release of
hazardous  substances at other sites, could result in costs in excess of amounts
currently  estimated to be required for such matters.  No assurance can be given
that  actual  costs  will not exceed  accrued  amounts or that costs will not be
incurred  with  respect to sites as to which no problem  is  currently  known or
where no estimate can presently be made. Further, there can be no assurance that
additional environmental matters will not arise in the future.

     Legal  proceedings.  The  Company  records  liabilities  related  to  legal
proceedings  when estimated  costs are probable and reasonably  estimable.  Such
accruals are adjusted as further  information becomes available or circumstances
change.  Estimated future costs are not discounted to their present value. It is
not  possible to estimate the range of costs for certain  matters.  No assurance
can be given that  actual  costs will not exceed  accrued  amounts or that costs
will not be incurred with respect to matters as to which no problem is currently
known or where no  estimate  can  presently  be made.  Further,  there can be no
assurance that additional legal proceedings will not arise in the future.

     Other. TIMET is the primary obligor on workers'  compensation bonds (having
a maximum  aggregate  exposure of $3.0  million)  issued on behalf of a divested
subsidiary that is currently under Chapter 11 bankruptcy protection. The issuers
of the bonds have been  required  to make  payments  on the bonds for claims and
have requested  reimbursement from TIMET. Since the third quarter of 2002, TIMET
has  reimbursed  the issuers  approximately  $1.0 million for claims under these
bonds, and $1.0 million remains accrued for future payments as of June 30, 2004.
TIMET may revise its  estimated  liability  under  these  bonds in the future as
additional facts become known or claims develop.

     The Company is involved in various employment, environmental,  contractual,
product  liability and other claims,  disputes and litigation  incidental to its
business  including those discussed above.  While management  currently believes
that the outcome of these matters,  individually and in the aggregate,  will not
have a material adverse effect on the Company's financial position, liquidity or
overall  trends in  results  of  operations,  all such  matters  are  subject to
inherent  uncertainties.  Were an  unfavorable  outcome  to occur  in any  given
period,  it is  possible  that it could  have a material  adverse  impact on the
results of operations or cash flows in that particular period.

     See the 2003  Annual  Report and the March 31,  2004  Quarterly  Report for
additional  information  concerning  certain  legal and  environmental  matters,
commitments and contingencies.

                                     - 18 -

<PAGE>


Note 14 - Earnings 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  reflects  the  dilutive  effect  of  common  stock  options,
restricted stock and the assumed  conversion of the BUCS. The assumed conversion
of the BUCS was omitted from the diluted  earnings (loss) per share  calculation
for the three and six months ended June 30, 2004 and 2003 because the effect was
antidilutive.  Had the  assumed  conversion  of the BUCS not been  antidilutive,
diluted  earnings  (loss) would have decreased by $3.4 million and $3.5 million,
respectively,  for the three  months  ended  June 30,  2004 and 2003 and by $7.0
million and $6.9 million,  respectively,  for the six months ended June 30, 2004
and  2003.   Diluted  average  shares   outstanding   would  have  increased  by
approximately  540,000  shares  for  each of  these  periods  from  the  assumed
conversion of the BUCS. Stock options to purchase approximately 63,000 shares of
common stock  during the three  months ended June 30, 2004 and 91,000  shares of
common stock during the six months  ended June 30, 2004 were  excluded  from the
calculation  because the  options'  exercise  price was greater than the average
market price of the common  shares and were  therefore  antidilutive  during the
respective  period.  Stock  options  and  restricted  shares  excluded  from the
calculation  because they were antidilutive were  approximately  130,000 for the
three and six months ended June 30, 2003.

Note 15 - Business segment information

     The  Company's  production  facilities  are  located in the United  States,
United  Kingdom,  France and Italy,  and its  products are sold  throughout  the
world.  The Company's Chief  Executive  Officer is the Company's chief operating
decision  maker  ("CODM") as that term is defined in SFAS No.  131,  Disclosures
about  Segments of an  Enterprise  and Related  Information.  The CODM  receives
financial  information  about  TIMET  from which he makes  decisions  concerning
resource  utilization  and performance  analysis only on a global,  consolidated
basis.  Based upon this level of decision making,  the Company currently has one
segment, its worldwide "Titanium melted and mill products" segment. Sales, gross
margin,   operating  income  (loss),  inventory  and  receivables  are  the  key
management  measures used to evaluate segment  performance.  The following table
provides  segment  information   supplemental  to  the  Company's   Consolidated
Financial Statements:

<TABLE>

                                                         Three months ended                  Six months ended
                                                              June 30,                           June 30,
                                                  ---------------------------------    ------------------------------
                                                        2004              2003              2004             2003
                                                  ---------------    --------------    -------------    -------------
                                                        ($ in thousands, except selling product shipment data)

<S>                                               <C>                <C>               <C>              <C>
Titanium melted and mill products:
   Melted product net sales                       $       18,089     $     16,252      $     35,402     $     29,070
   Mill product net sales                                 89,755           69,760           180,730          143,391
   Other product sales                                    16,281           15,801            28,481           28,645
                                                  ---------------    --------------    -------------    -------------

                                                  $      124,125     $    101,813      $    244,613     $    201,106
                                                  ===============    ==============    =============    =============

Melted product shipments:
   Volume (metric tons)                                    1,335            1,295             2,755            2,280
   Average selling price ($ per kilogram)         $        13.55     $      12.55      $      12.85     $      12.75

Mill product shipments:
   Volume (metric tons)                                    2,900            2,180             5,830            4,495
   Average selling price ($ per kilogram)         $        30.95     $      32.00      $      31.00     $      31.90

</TABLE>

                                     - 19 -

<PAGE>


Note 16 - Accounting principles not yet adopted

     In June 2004, the FASB's Emerging Issues Task Force ("EITF") published EITF
03-1,  The Meaning of  Other-Than-Temporary  Impairment  and Its  Application to
Certain  Investments.  EITF 03-1,  which is applicable to the Company  beginning
with the quarter ending  September 30, 2004,  provides  guidance for determining
when an investment is considered impaired, whether that impairment is other than
temporary and the measurement date of an impairment loss. Based upon the current
market  prices of CompX and NL,  EITF 03-1 is not  currently  applicable  to the
Company.

                                     - 20 -

<PAGE>


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

RESULTS OF OPERATIONS

     Summarized  financial  information.  The following table summarizes certain
information  regarding the Company's results of operations for the three and six
months ended June 30, 2004 and 2003.  Average selling prices, as reported by the
Company,  are a reflection  of not just actual  selling  prices  received by the
Company,  but also include other related factors such as currency exchange rates
and customer  and product mix during a given  period.  Consequently,  changes in
average  selling  prices  from  period to period  will be  impacted  by  changes
occurring not just in actual  prices,  but by these other  factors as well.  The
percentage  change  information  presented  below  represents  changes  from the
respective  prior  year.  See  "Results  of  Operations  - Outlook"  for further
discussion of the Company's business expectations for the remainder of 2004.


<TABLE>

                                                        Three months ended                   Six months ended
                                                             June 30,                            June 30,
                                                 ---------------------------------    -------------------------------
                                                      2004               2003              2004             2003
                                                 --------------    ---------------    -------------    --------------
                                                                          ($ in thousands)

<S>                                              <C>               <C>                <C>              <C>
  Net sales                                      $  124,125        $     101,813      $     244,613    $    201,106
  Gross margin                                   $   15,486        $       4,358      $      27,842    $      5,376
  Operating income (loss)                        $    6,964        $      (2,087)     $       9,795    $    (10,151)

  Gross margin percent of net sales                     12%                   4%                11%              3%

  Percentage change in:
     Sales volume:
       Melted product sales volume                       +3                 +109                +21             +80
       Mill product sales volume                        +33                   +2                +30              -7

     Average selling prices - includes
       changes in product mix:
         Melted products                                 +8                  -16                 +1             -16
         Mill products                                   -3                   -3                 -3              +2

     Selling prices - excludes changes
       in product mix:
         Melted products                                 +6                  -13                 +2             -13
         Mill products in U.S. dollars                   +3                   -2                 +3              -2
         Mill products in
           billing currencies (1)                        -2                   -8                 -2              -7

  -------------------------------------------------------------------------------------------------------------------
  (1) Excludes the effect of changes in foreign currencies.

</TABLE>

                                     - 21 -

<PAGE>

     Second  quarter of 2004 compared to second  quarter of 2003.  The Company's
melted product sales  increased 11% from $16.3 million during the second quarter
of 2003 to $18.1 million during the second quarter of 2004,  primarily due to an
8% increase in melted product average selling prices and a 3% increase in melted
product  sales  volume.  Melted  products  consist  of  ingot  and  slab and are
generally  sold only in U.S.  dollars.  Melted  product  sales volume  increased
principally as a result of increased  market demands and share gains.  Excluding
the effects of changes in product mix,  melted product selling prices during the
second quarter of 2004 increased 6% compared to the second quarter of 2003.

     The Company's  mill product sales  increased 29% from $69.8 million  during
the second  quarter of 2003 to $89.8 million  during the second quarter of 2004.
This increase was principally due to a 33% increase in mill product sales volume
primarily  due to  increased  sales to the  aerospace  (commercial  and military
sectors)  and  industrial  markets,  partially  offset by a 3%  decrease in mill
product average selling prices.  As compared to the second quarter of 2003, mill
product  average  selling prices in the second  quarter of 2004 were  positively
affected by the  weakening  of the U.S.  dollar  compared  to the British  pound
sterling and the euro and negatively affected by changes in product mix.

     Gross margin (net sales less cost of sales) was 12% of net sales during the
second  quarter  of  2004,  compared  to 4%  during  the  year-ago  period.  The
improvement in gross margin was primarily a result of improved  plant  operating
rates  (from 59% in the second  quarter of 2003 to 72% in the second  quarter of
2004) and the Company's  continued cost  management  efforts.  Offsetting  these
positive  effects  were  charges to cost of sales for (i) a net  increase in the
Company's  LIFO  inventory  reserve  and (ii) an accrual  for  potential  profit
sharing payments. Due to higher raw material costs (including scrap and alloys),
higher  energy costs and  increasing  book  inventories,  the Company  currently
expects its LIFO inventory reserve to increase at the end of 2004 as compared to
the end of  2003.  As a  result,  the  Company  increased  cost of sales by $1.5
million  in the second  quarter  of 2004.  This  compared  to a decrease  in the
Company's  LIFO  inventory  reserve  during  the second  quarter of 2003,  which
decreased  cost  of  sales  by $0.7  million  in the  second  quarter  of  2003.
Additionally,  the  Company  accrued  $2.8  million to cost of sales  during the
second quarter of 2004 for potential  employee profit sharing payments  expected
to be paid under the Company's various incentive compensation  arrangements,  as
compared to an accrual of $0.1 million during the second quarter of 2003.

     Selling,  general,  administrative  and development  expenses increased 16%
from $9.6 million  during the second quarter of 2003 to $11.2 million during the
second  quarter  of 2004,  principally  as a result of an $0.8  million  accrual
during the second  quarter of 2004 for  potential  payments  expected to be paid
under the Company's various incentive  compensation  arrangements and additional
auditing and  consulting  costs  relative to the Company's  compliance  with the
Sarbanes-Oxley Act's internal control requirements.

     Equity in (losses)  earnings of joint  ventures  decreased from earnings of
$0.2 million  during the second quarter of 2003 to a loss of $0.1 million during
the second  quarter of 2004,  principally  due to a  decrease  in the  operating
results of VALTIMET, the Company's minority-owned welded tube joint venture.

     Net other  income  (expense)  is  primarily  related to Boeing  take-or-pay
income,  which  decreased from $2.8 million during the second quarter of 2003 to
$2.5 million  during the second quarter of 2004 due to an increase in the amount
of product shipped to Boeing during the current period.

                                     - 22 -

<PAGE>


     First  six  months  of 2004  compared  to first  six  months  of 2003.  The
Company's melted product sales increased 22% from $29.1 million during the first
six  months  of 2003 to $35.4  million  during  the  first  six  months of 2004,
primarily due to a 21% increase in melted product sales volume and a 1% increase
in melted product average selling prices.  Melted product sales volume increased
principally  as a result of increased  market demand and share gains.  Excluding
the effects of changes in product mix,  melted product selling prices during the
first six months of 2004 increased 2% compared to the first six months of 2003.

     The Company's  mill product sales  increased 26% from $143.4 million during
the first six  months of 2003 to $180.7  million  during the first six months of
2004.  This increase was principally due to a 30% increase in mill product sales
volume  primarily  due to  increased  sales  to the  aerospace  (commercial  and
military sectors) and industrial  markets,  partially offset by a 3% decrease in
mill  product  average  selling  prices.  As compared to the first six months of
2003,  mill product  average selling prices in the first six months of 2004 were
positively  affected by the weakening of the U.S. dollar compared to the British
pound sterling and the euro and negatively affected by changes in product mix.

     Gross  margin  was 11% of net sales  during  the first six  months of 2004,
compared to 3% during the year-ago  period.  The improvement in gross margin was
primarily a result of improved plant  operating rates (from 55% during the first
six months of 2003 to 72% during the first six months of 2004) and the Company's
continued cost management  efforts.  Gross margin during the first six months of
2004 was also positively  affected by a $1.6 million  reduction in cost of sales
related to the Company's  elimination of its vacation accrual for U.S.  salaried
employees.  On January 1, 2004, the Company modified its vacation policy for its
U.S.  salaried  employees,  whereby such employees no longer accrue their entire
year's  vacation  entitlement  on January 1, but rather  will accrue the current
year's vacation  entitlement  over the course of the year.  Additionally,  gross
margin was positively  affected by the elimination of $1.0 million of previously
recorded rebate accruals that are no longer required.  Offsetting these positive
effects were  charges to cost of sales for (i) a net  increase in the  Company's
LIFO  inventory  reserve  and  (ii) an  accrual  for  potential  profit  sharing
payments. Due to higher raw material costs (including scrap and alloys),  higher
energy costs and increasing book inventories,  the Company currently expects its
LIFO inventory  reserve to increase at the end of 2004 as compared to the end of
2003. As a result,  the Company  increased  cost of sales by $1.9 million in the
first six months of 2004.  This  compared  to a decrease in the  Company's  LIFO
inventory  reserve during the first six months of 2003,  which decreased cost of
sales by $0.6 million in the first six months of 2003. Additionally, the Company
accrued  $3.6  million  to cost of  sales  during  the  first  half of 2004  for
potential  employee  profit  sharing  payments  expected  to be paid  under  the
Company's various incentive compensation arrangements, as compared to an accrual
of $0.1 million during the first six months of 2003.

     Selling, general, administrative and development expenses increased 6% from
$19.5 million  during the first six months of 2003 to $20.7  million  during the
first six  months of 2004,  principally  as a result of a $1.0  million  accrual
during the first half of 2004 for potential  payments  expected to be paid under
the  Company's  various  incentive  compensation  arrangements  employee  profit
sharing and additional  auditing and consulting  costs incurred  relative to the
Company's   compliance   with  the   Sarbanes-Oxley   Act's   internal   control
requirements.

     Equity in (losses)  earnings of joint  ventures  decreased from earnings of
$0.4  million  during  the  first six  months of 2003 to a loss of $0.2  million
during  the  first six  months of 2004,  principally  due to a  decrease  in the
operating results of VALTIMET.


                                     - 23 -

<PAGE>


     Net other  income  (expense)  is  primarily  related to Boeing  take-or-pay
income, which decreased from $2.8 million during the first six months of 2003 to
$2.5  million  during  the first six  months of 2004 due to an  increase  in the
amount of product shipped to Boeing during the current period. In addition,  net
other income (expense)  decreased related to the one-time  settlement of certain
litigation during the first six months of 2003.

     Non-operating income (expense).

<TABLE>

                                                        Three months ended                   Six months ended
                                                             June 30,                            June 30,
                                                 ---------------------------------    -------------------------------
                                                      2004               2003              2004             2003
                                                 --------------    ---------------    -------------    --------------
                                                                           (In thousands)

<S>                                              <C>               <C>                <C>              <C>
 Interest expense on debt payable
    to the Capital Trust                         $     (3,495)     $      (3,571)     $     (7,246)    $     (7,083)
 Other interest expense                                  (593)              (488)           (1,152)          (1,176)
                                                 --------------    ---------------    -------------    --------------

                                                 $     (4,088)     $      (4,059)     $     (8,398)    $     (8,259)
                                                 ==============    ===============    =============    ==============

 Interest income                                 $         35      $          69      $        187     $        181
 Equity in earnings of common
    securities of the Capital Trust                       103                107               217              212
 Foreign exchange gains (losses)                           99               (257)              571             (887)
 Other, net                                               (78)               (80)              (78)             (83)
                                                 --------------    ---------------    -------------    --------------

                                                 $        159      $        (161)     $        897     $       (577)
                                                 ==============    ===============    =============    ==============

</TABLE>


     Quarterly interest expense on the Company's Subordinated Debentures payable
to the  Capital  Trust  approximates  $3.4  million,  exclusive  of any  accrued
interest on deferred interest  payments.  In October 2002, the Company exercised
its right to defer  future  interest  payments on this debt  effective  with the
Company's  December 1, 2002 scheduled  interest payment.  Interest  continues to
accrue at the 6.625% coupon rate on the principal and unpaid interest.  On March
24, 2004,  the  Company's  Board of Directors  approved  resumption of scheduled
quarterly  interest payments on the Subordinated  Debentures  beginning with the
payment on June 1,  2004.  The  Company's  Board  also  approved  payment of all
previously deferred interest on the Subordinated Debentures.  On April 15, 2004,
the Company paid the  deferred  interest in the amount of $21.7  million,  $21.0
million of which related to the BUCS.

     Income  taxes.  The Company  operates in several tax  jurisdictions  and is
subject to varying income tax rates.  As a result,  the geographic mix of pretax
income or loss can impact the  Company's  overall  effective  tax rate.  For the
three and six months ended June 30, 2004 and 2003, 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 those periods. See
Note 11 to the Consolidated  Financial Statements.  The Company's current income
tax expense during the three and six months ended June 30, 2004 and 2003 relates
primarily to its operations in France.

                                     - 24 -

<PAGE>


     At June 30,  2004,  the Company had an aggregate  $90 million  deferred tax
asset  valuation  allowance  related to certain tax  attributes  (including  net
operating loss carryforwards primarily in the U.S. and United Kingdom) which the
Company currently does not believe meet the  "more-likely-than-not"  recognition
criteria. However, the Company periodically evaluates the "more-likely-than-not"
recognition criteria with respect to such tax attributes,  and it is possible in
the future that the Company may  conclude  that some of such tax  attributes  do
meet the recognition criteria, at which time the Company would reverse a portion
of the deferred tax asset valuation allowance related to such attributes.

     European  operations.  The Company has  substantial  operations  located in
Europe,  principally the United Kingdom, France and Italy.  Approximately 43% of
the Company's sales originated in Europe for the six months ended June 30, 2004,
of which approximately 61% were denominated in the British pound sterling or 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,  and the European subsidiaries 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 are not subject to currency exchange rate fluctuations.

     The  Company  does  not  use  currency  contracts  to  hedge  its  currency
exposures.  Net  currency  transaction  gains/losses  included in the  Company's
results of operations  were a gain of $0.1 million during the three months ended
June 30, 2004 and a loss of $0.3 million  during the three months ended June 30,
2003. Net currency  transaction  gains/losses were a gain of $0.6 million during
the six months  ended June 30,  2004 and a loss of $0.9  million  during the six
months  ended  June  30,  2003.  At  June  30,  2004,  consolidated  assets  and
liabilities  denominated in currencies  other than  functional  currencies  were
approximately  $42.5  million  and  $45.4  million,   respectively,   consisting
primarily of U.S. dollar cash, accounts receivable and accounts payable.

     VALTIMET has entered into certain  derivative  financial  instruments  that
qualify  as cash  flow  hedges  under  GAAP.  The  Company's  pro-rata  share of
VALTIMET's  unrealized  net gains on such  derivative  financial  instruments is
included as a component of other comprehensive income.

     Outlook.  The  "Outlook"  section  contains  a  number  of  forward-looking
statements,  all  of  which  are  based,  unless  otherwise  noted,  on  current
expectations  and  exclude the effect of  potential  future  charges  related to
restructurings,  asset impairments,  valuation allowances, changes in accounting
principles  and  similar  items.  Additionally,   unless  otherwise  noted,  the
"Outlook"  section  excludes any potential  effects from the BUCS exchange offer
discussed  further in the "Liquidity  and Capital  Resources - Other" section of
this MD&A.  Undue  reliance  should not be placed on these  statements,  as more
fully discussed in the "Forward-Looking Information" statement of this Quarterly
Report. Actual results may differ materially. See also Notes to the Consolidated
Financial  Statements  regarding  commitments,   contingencies,  legal  matters,
environmental  matters and other matters,  including new accounting  principles,
which  could  materially  affect  the  Company's  future  business,  results  of
operations, financial position and liquidity.

                                     - 25 -

<PAGE>


     The Company  currently  expects  its full year 2004 sales  revenue to range
from $490  million to $510  million,  which is a $30 million  increase  from our
previous  guidance,  primarily related to significant  increases in sales volume
and somewhat higher average selling prices.  Melted product sales volume for the
full year 2004 is expected to approximate 5,300 metric tons, a 12% increase over
2003 levels, and mill product sales volume for the full year 2004 is expected to
approximate 11,900 metric tons, a 34% increase over 2003 levels. These increases
reflect  expected  volume  improvements  in all key  markets  -  commercial  and
military aerospace, industrial and emerging.

     The Company currently expects production volume to remain relatively stable
throughout  the remainder of 2004,  resulting in overall full year 2004 capacity
utilization of approximately 70% to 75%. Capacity utilization was 72% during the
first half of 2004. The Company's  backlog of unfilled orders was  approximately
$265 million at June 30,  2004,  up from $220 million at March 31, 2004 and $140
million  at June  30,  2003.  Substantially  all the June 30,  2004  backlog  is
scheduled to ship within the next 12 months. The Company's order backlog may not
be a reliable indicator of future business activity.

     The Airline Monitor, a leading aerospace  publication,  recently issued its
July 2004  forecast  for  commercial  aircraft  deliveries,  which  indicated  a
significant  increase in large  commercial  aircraft  deliveries in 2005 through
2008 as compared to its January  2004  forecast.  Although  the U.S.  commercial
airline industry  continues to struggle  financially,  this improved forecast is
consistent with the recent signs of an improving global operating environment in
the commercial airline industry, and the Company expects strong sales volumes to
continue  in  the  commercial  aerospace  sector  for  the  remainder  of  2004.
Additionally,  the Company  expects  sales  volume  growth in emerging  markets,
primarily in the military armor sectors, during the second half of 2004.

     The Company  expects full year 2004 gross margin to range from 9% to 11% of
net sales.  The  Company's  cost of sales is  affected  by a number of  factors,
including customer and product mix, material yields,  plant operating rates, raw
material costs,  labor costs and energy costs.  Raw material costs represent the
largest  portion of the  Company's  manufacturing  cost  structure.  The Company
expects to  manufacture  about  one-third  of its titanium  sponge  requirements
during 2004. The unit cost in 2004 of titanium  sponge  manufactured  at TIMET's
Henderson,  Nevada  facility  is expected  to  decrease  relative  to 2003,  due
primarily  to higher  sponge  plant  operating  rates as the plant  reached full
capacity in the second quarter of 2004.  The Company  expects the aggregate cost
of  purchased  sponge and alloys to increase  through the  remainder of 2004 and
into 2005.  Additionally,  the industry is currently  experiencing higher prices
for  scrap,  and the  Company  expects  those  costs  to  continue  to  increase
throughout  2004 and into 2005.  When the demand  for  titanium  melted and mill
products begins to increase,  the Company's requirements precede the increase in
scrap  generation by downstream  customers and the supply chain,  placing upward
pressure on the market price of scrap.  In February 2004, the Company  announced
an increase in prices on all  non-contract  titanium melted and mill products in
an effort to offset the effects of increased raw material and energy  costs.  In
the event the Company is unable to realize certain of these price increases, the
Company may not be able to meet all demand  because of its  inability  to obtain
certain raw materials at acceptable prices.

                                     - 26 -

<PAGE>


     Selling,  general,  administrative and development expenses for 2004 should
approximate  $43  million,  an increase of $7 million from 2003.  This  increase
relates  primarily to (i) potential  employee  profit sharing payouts based upon
the Company's various  incentive  compensation  arrangements,  (ii) increases in
costs related to the Company's  intercompany services agreement with Contran and
(iii) additional  auditing and consulting costs expected to be incurred relative
to the Company's  compliance  with the  Sarbanes-Oxley  Act's  internal  control
requirements.

     The Company  currently  anticipates that it will receive orders from Boeing
for about 1.5 million  pounds of product  during 2004. At this  projected  order
level,  the  Company  expects to  recognize  about $23 million of income in 2004
under the Boeing LTA's take-or-pay provisions.

     The  current  outlook is for 2004  operating  income to range  between  $28
million and $38 million, which is a $12 million increase from previous guidance.
Excluding the Boeing take-or-pay income, operating income in 2004 is expected to
range from $5 million to $15 million.

     Interest expense should approximate $17 million in 2004, including interest
on the Company's Subordinated Debentures held by the Capital Trust.

     The Company currently expects 2004 full year net income to range between $8
million and $18 million, which is an $8 million increase from previous guidance.
Excluding the Boeing take-or-pay  income, the Company would expect a net loss in
2004 to range from $5 million to $15 million. These net income (loss) estimates,
however,  exclude  any  effects  from (i) a  non-operating  gain the Company may
recognize  in the  second  half of 2004  related  to the  sale of  certain  real
property at the Company's  Henderson,  Nevada  facility and (ii) any increase in
net  income  from the  potential  for  reversal  of a portion  of the  Company's
deferred tax asset valuation  allowance at some point in the second half of 2004
(see Results of Operations - Income taxes).

     The Company expects its cash flows from operating activities to be slightly
positive  during  2004,  reflecting  in part the 2004  resumption  of  quarterly
interest payments on the Subordinated  Debentures and payment of the $19 million
of deferred interest  payments on the Subordinated  Debentures that were accrued
as of December  31,  2003.  Capital  expenditures  during  2004 are  expected to
approximate  $29  million,  an increase of $11 million  over  previous  guidance
primarily   related  to  $9  million  for  the   construction  of  a  wastewater
neutralization  plant  at the  Henderson  facility  (which  is  scheduled  to be
completed  in the first  half of 2005).  Depreciation  and  amortization  should
approximate  $33 million in 2004.  The Company  currently  expects its full-year
cash  contributions  to its defined  benefit  pension plans to  approximate  $10
million and expects its pension expense to approximate $8 million in 2004.

                                     - 27 -

<PAGE>


     The  Company's  results of  operations  and cash flows from  operating  and
financing  activities will be affected by the  consummation of the BUCS exchange
offer (see Note 9 to the Consolidated  Financial  Statements),  should the offer
close. If 100% of the BUCS were exchanged,  the Company's interest expense would
be reduced by $3.4 million per quarter. However, net income available for common
stockholders  would  reflect the impact of  preferred  stock  dividends  of $3.4
million  per  quarter.  Additionally,  the  Company  would  recognize  either  a
non-operating  gain  or  loss on the  exchange,  which  would  result  from  the
difference,  if any, between the carrying value of the  Subordinated  Debentures
eliminated  from the  Consolidated  Balance  Sheet  and the  shares  of Series A
Preferred  Stock issued in the exchange (which will be recorded at fair value on
the date the  exchange  is  completed),  reduced  by the  carrying  value of any
unamortized  deferred  financing  costs related to the BUCS that will be written
off upon  exchange.  If 100% of the BUCS had been exchanged as of June 30, 2004,
such gain would have been $32.8  million,  reflecting  the $201.2  million  book
value of related Subordinated Debentures, less the $161.9 million estimated fair
value of  Series A  Preferred  Stock (at  $40.50  per  share,  based on the last
reported trade of the BUCS through June 30, 2004 according to NASDAQ's  website,
less $1.1 million  attributable  to accrued and unpaid  dividends)  and the $6.6
million carrying value of unamortized deferred financing costs.

     Non-GAAP  financial  measures.  In an  effort  to  provide  investors  with
information  in addition to the Company's  results as  determined  by GAAP,  the
Company has  provided  the  following  non-GAAP  financial  disclosures  that it
believes may provide useful information to investors:

     o    The  Company  discloses  percentage  changes  in its  melted  and mill
          product  selling prices in U.S.  dollars,  which have been adjusted to
          exclude the effects of changes in product  mix.  The Company  believes
          such disclosure  provides useful  information to investors by allowing
          them to analyze such changes  without the impact of changes in product
          mix, thereby facilitating period-to-period comparisons of the relative
          changes in average  selling  prices.  Depending on the  composition of
          changes in  product  mix,  the  percentage  change in  selling  prices
          excluding  the effect of changes in product mix can be higher or lower
          than such  percentage  change  would be using the actual  product  mix
          prevailing during the respective periods;

     o    In  addition  to  disclosing  percentage  changes in its mill  product
          selling  prices  adjusted to exclude the effects of changes in product
          mix, the Company also  discloses  such  percentage  changes in billing
          currencies, which have been further adjusted to exclude the effects of
          changes in foreign currency  exchange rates. The Company believes such
          disclosure  provides useful  information to investors by allowing them
          to  analyze  such  changes  without  the  impact of changes in foreign
          currency  exchange  rates,   thereby   facilitating   period-to-period
          comparisons of the relative  changes in average  selling prices in the
          various actual billing  currencies.  Generally,  when the U.S.  dollar
          strengthens (weakens) against other currencies,  the percentage change
          in selling  prices in billing  currencies  will be higher (lower) than
          such   percentage   changes  would  be  using  actual  exchange  rates
          prevailing during the respective periods; and

     o    The  Company  discloses  forecasted  operating  income  and net income
          excluding  the impact of the Boeing  take-or-pay  income.  The Company
          believes this provides  investors  with useful  information  to better
          analyze the Company's  business and possible  future  earnings  during
          periods  after  December 31,  2007,  at which time the Company will no
          longer receive the positive effects of the take-or-pay income.

                                     - 28 -

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  consolidated  cash flows for the six months  ended June 30,
2004 and 2003 are presented  below. The following  discussion  should be read in
conjunction  with the  Company's  Consolidated  Financial  Statements  and Notes
thereto.

<TABLE>

                                                                                 Six months ended June 30,
                                                                        --------------------------------------------
                                                                               2004                    2003
                                                                        --------------------    --------------------
                                                                                      (In thousands)
<S>                                                                     <C>                     <C>
Cash (used) provided by:
   Operating activities                                                 $          (2,383)      $         40,225
   Investing activities                                                           (23,247)                (3,542)
   Financing activities                                                              (137)               (16,673)
                                                                        --------------------    --------------------

   Net cash (used) provided by operating,
     investing and financing activities                                 $         (25,767)      $         20,010
                                                                        ====================    ====================

</TABLE>

     Operating  activities.  The titanium  industry  historically  has derived a
substantial portion of its business from the aerospace  industry.  The aerospace
industry is cyclical,  and changes in economic  conditions  within the aerospace
industry  significantly  impact the Company's earnings and operating cash flows.
Cash flow from  operations  is  considered  a  primary  source of the  Company's
liquidity.  Changes in titanium pricing,  production volume and customer demand,
among other things, could significantly affect the Company's liquidity.

     Certain items  included in the  determination  of net income (loss) have an
impact on cash flows from operating activities,  but the impact of such items on
cash may differ from their impact on net income.  For example,  pension  expense
and OPEB expense will generally  differ from the outflows of cash for payment of
such benefits. In addition, relative changes in assets and liabilities generally
result from the timing of production, sales and purchases. Such relative changes
can  significantly  impact the  comparability  of cash flow from operations from
period to period,  as the income  statement  impact of such items may occur in a
different period than that in which the underlying cash transaction  occurs. For
example,  raw materials may be purchased in one period, but the cash payment for
such raw materials may occur in a subsequent period. Similarly, inventory may be
sold in one period,  but the cash  collection of the  receivable  may occur in a
subsequent period.

     The Company's  bottom line  increased  from a net loss of $19.9 million for
the six months  ended June 30,  2003,  to net income of $0.2 million for the six
months ended June 30, 2004.

     Accounts receivable  increased during the first six months of 2004 and 2003
primarily  as a result of  increased  sales  during  those  respective  periods.
Inventories  increased  during  the  first  six  months  of 2004 as a result  of
increased run rates and related inventory build in order to meet the anticipated
sales volume increases during the next several months, as well as the effects of
increased raw material costs.  Inventories decreased during the first six months
of 2003 as a result of higher melted product sales volumes during the first half
of 2003 and the Company's focus on inventory reduction.

                                     - 29 -

<PAGE>


     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 material purchases.  Additionally,  accrued liabilities  decreased
slightly  during the first six months of 2004 due to (i) the $2.8 million  final
installment related to termination of the prior Wyman-Gordon  agreement and (ii)
a  $2.1  million  reclassification  of the  Company's  defined  benefit  pension
liability  from  current  to  noncurrent,   as  the  current  cash  contribution
requirements were reduced  significantly based on the Pension Funding Equity Act
of 2004, which were principally offset by the $4.6 million accrual for potential
profit sharing payments.

     The increase in customer  advances  during the first six months of 2004 and
2003  primarily  reflects the  Company's  receipt of the $27.9 million and $27.7
million advances from Boeing in January 2004 and 2003,  respectively,  partially
offset  by  the  recognition  of  Boeing-related   take-or-pay  income  and  the
application of customer purchases. Under the terms of the amended Boeing LTA, in
years 2002 through 2007,  Boeing  advances  TIMET $28.5 million  annually,  less
$3.80  per  pound  of   titanium   product   purchased   from  TIMET  by  Boeing
subcontractors during the preceding year.

     In October 2002, the Company  exercised its right to defer future  interest
payments on its  Subordinated  Debentures  held by the Capital Trust,  effective
beginning  with the  Company's  December  1, 2002  scheduled  interest  payment,
although  interest  continued to accrue at the coupon rate on the  principal and
unpaid interest. On April 15, 2004, the Company paid all previously deferred and
accrued  interest in the amount of $21.7 million ($21.0 million of which related
to the BUCS) and on June 1, 2004,  the Company  resumed its  quarterly  interest
payments on the  Subordinated  Debentures.  Changes in accrued  interest on debt
payable to the Capital Trust reflect this  activity.  See further  discussion in
Note 9 to the Consolidated Financial Statements.

     Investing activities.  The Company's capital expenditures were $6.7 million
for the six months  ended June 30,  2004,  compared to $3.6 million for the same
period in 2003,  principally  for  replacement  of machinery  and  equipment and
capacity  maintenance.  During the first  half of 2004,  the  Company  purchased
1,365,510  shares of CompX  Class A common  stock for $14.0  million and 221,100
shares of NL common stock for $2.5 million.  See further discussion in Note 3 to
the Consolidated  Financial Statements.  Subsequent to June 30, 2004 and through
August 4, 2004,  the Company  purchased an  additional  843,110  shares of CompX
Class A common stock for an aggregate of $12.6 million.

     Financing activities. The Company had $1.0 million of net borrowings during
the six months ended June 30,  2004,  primarily  to support  short-term  working
capital needs in Italy.  Cash used during the six months ended June 30, 2003 was
due  primarily  to  the  Company's  $14.1  million  of  net  repayments  on  its
outstanding  borrowings  upon the Company's  receipt of the $27.7 million Boeing
advance in January 2003. In addition, the Company's 70%-owned subsidiary,  TIMET
Savoie,  S.A. made dividend payments of $0.7 million and $1.9 million during the
second quarter of 2004 and 2003, respectively, to its 30% minority partner.

                                     - 30 -

<PAGE>


     Borrowing  arrangements.  Under the terms of the Company's U.S. asset-based
revolving  credit  agreement,  which matures in February  2006,  borrowings  are
limited to the lesser of $105  million or a  formula-determined  borrowing  base
derived  from  the  value  of  accounts  receivable,   inventory  and  equipment
("borrowing  availability").  During  the first  quarter  of 2004,  the  Company
amended its U.S. credit  facility to, among other things,  allow the Company the
flexibility  to remove the equipment  component  from the  determination  of the
Company's  borrowing  availability  in order to avoid the costs of an appraisal.
The Company took advantage of this flexibility during the first quarter of 2004,
effectively reducing the Company's current borrowing availability in the U.S. by
$12 million.  However, the Company can regain this availability by completing an
updated equipment appraisal.  Interest generally accrues at rates that vary from
LIBOR plus 2% to LIBOR plus 2.5%. Borrowings are collateralized by substantially
all of the Company's U.S. assets. The credit agreement  prohibits the payment of
distributions  in respect of the Capital Trust's BUCS if "excess  availability,"
as defined, is less than $25 million, limits additional indebtedness,  prohibits
the payment of dividends on the Company's common stock if excess availability is
less than $40 million,  requires compliance with certain financial covenants and
contains other  covenants  customary in lending  transactions  of this type. The
Company was in  compliance  in all material  respects with all covenants for the
three and six months  ended June 30,  2004 and for all  periods  during the year
ended  December  31,  2003.  At June 30,  2004,  the Company had no  outstanding
borrowings  and excess  availability  (defined as  borrowing  availability  less
outstanding  borrowings and certain  contractual  commitments such as letters of
credit) was approximately $90 million, under the U.S. credit agreement.

     The Company's  subsidiary,  TIMET UK, has a credit  agreement that provides
for   borrowings   limited   to  the   lesser  of   (pound)22.5   million  or  a
formula-determined borrowing base derived from the value of accounts receivable,
inventory and  property,  plant and equipment  ("borrowing  availability").  The
credit  agreement  includes a revolving  and term loan facility and an overdraft
facility (the "U.K.  Facilities") and matures in December 2005. Borrowings under
the U.K.  Facilities  can be in  various  currencies,  including  U.S.  dollars,
British pounds sterling and euros. Borrowings accrue interest at rates that vary
from LIBOR plus 1% to LIBOR plus 1.25% and are  collateralized  by substantially
all of TIMET UK's assets. The U.K. Facilities require the maintenance of certain
financial   ratios  and  amounts  and  other  covenants   customary  in  lending
transactions of this type.  TIMET UK was in compliance in all material  respects
with all  covenants for the three and six months ended June 30, 2004 and for all
periods  during the year ended  December 31, 2003. At June 30, 2004, the Company
had  no  outstanding   borrowings,   and  unused   borrowing   availability  was
approximately $41 million, under the U.K. Facilities.

     The Company also has  overdraft  and other credit  facilities at certain of
its other European  subsidiaries.  These  facilities  accrue interest at various
rates and are payable on demand.  At June 30, 2004, the Company had  outstanding
borrowings of $1.0 million, and unused borrowing  availability was approximately
$16 million, under these facilities.

     Legal and environmental  matters. See Note 13 to the Consolidated Financial
Statements for discussion of legal and  environmental  matters,  commitments and
contingencies.

                                     - 31 -

<PAGE>


     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, or 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 common stock, purchase or redeem
BUCS or Series A Preferred  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.

     Corporations  that may be deemed to be  controlled  by or  affiliated  with
Harold C. Simmons  sometimes engage in (i)  intercorporate  transactions such as
guarantees,   management   and   expense   sharing   arrangements,   shared  fee
arrangements, joint ventures, partnerships, loans, options, advances of funds on
open account,  and sales, leases and exchanges of assets,  including  securities
issued by both related and unrelated  parties,  and (ii) common  investment  and
acquisition     strategies,     business     combinations,      reorganizations,
recapitalizations,  securities  repurchases,  and purchases and sales (and other
acquisitions  and  dispositions)  of  subsidiaries,  divisions or other business
units,  which  transactions have involved both related and unrelated parties and
have included  transactions  which  resulted in the  acquisition  by one related
party of a publicly-held  minority equity interest in another related party. The
Company  continuously  considers,  reviews and evaluates such transactions,  and
understands  that  Contran,  Valhi and  related  entities  consider,  review and
evaluate  such  transactions.   Depending  upon  the  business,  tax  and  other
objectives  then  relevant,  it is possible that the Company might be a party to
one or more such transactions in the future.

     In March 2004 the Company's Board of Directors approved a proposal to amend
the Company's  Certificate of Incorporation to increase the number of authorized
shares of the Company's capital stock, one of the purposes of which is to permit
a split of the  Company's  common stock at a ratio of five shares of  post-split
common stock for each  outstanding  one share of pre-split  common stock,  to be
effected  in the form of a stock  dividend  following  the NYSE  approval of the
Company's SLA. The Company's Board of Directors  approved the stock split at the
same time. On August 5, 2004, the Company's  stockholders  approved the proposed
amendment to the Company's Certificate of Incorporation. When the stock split is
completed  upon  approval of the Company's  SLA, the Company will  retroactively
adjust all  earnings  per share  data for the  effect of the stock  split in all
future filings.

     The Company's Board of Directors and stockholders have approved an exchange
offer  which  commenced  on July 30,  2004,  pursuant  to which the  Company has
offered to exchange any and all of the outstanding  4,024,820 BUCS issued by the
Capital  Trust  for  shares of newly  created  Series A  Preferred  Stock at the
exchange  rate of one share of Series A  Preferred  Stock  for each  BUCS.  When
issued, each share of Series A Preferred Stock will be convertible,  in whole or
in part, at any time, at the option of the holder  thereof,  into one-third of a
share of TIMET common stock (or at a rate of one and two-thirds  shares of TIMET
common stock per one share of Series A Preferred Stock,  following completion of
the five-for-one stock split discussed above),  subject to adjustment in certain
events.

                                     - 32 -

<PAGE>


     The holders of shares of the Series A  Preferred  Stock will be entitled to
receive  cumulative  cash  dividends  at the rate of  6.75%  of the  liquidation
preference per annum per share (equivalent to $3.375 per annum per share), when,
as and if declared by the  Company's  Board of  Directors  out of funds of TIMET
legally  available  for the payment of dividends.  The Series A Preferred  Stock
will not be mandatorily redeemable,  but will be redeemable at the option of the
Company  under  certain  circumstances.  See further  discussion of the exchange
offer in Note 9 to the Consolidated Financial Statements.

     This Quarterly Report is not a solicitation or  recommendation  to security
holders in connection  with the exchange  offer.  Security  holders are urged to
read  carefully  the  Company's  Prospectus,  filed  with  the SEC and  declared
effective as of July 30,  2004,  and its Schedule TO, filed with the SEC on July
30, 2004,  copies of which have been mailed to all BUCS  holders,  because these
documents   contain  important   information   concerning  the  exchange  offer.
Additional  copies of the  Prospectus  and Schedule TO are available to security
holders  without  charge  by  telephone  (303-296-5600),  in  writing  (Investor
Relations Department,  Titanium Metals Corporation,  1999 Broadway,  Suite 4300,
Denver,  Colorado  80202) or on TIMET's website at  www.timet.com.  In addition,
security  holders can obtain copies of the  Prospectus  and Schedule TO filed by
TIMET with the SEC without charge on the SEC's website at www.sec.gov.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     For a complete  discussion of the Company's market risks, refer to the Item
7A,  "Quantitative  and Qualitative  Disclosures About Market Risk," in the 2003
Annual Report.  During the six months ended June 30, 2004, the Company purchased
certain publicly-traded  marketable equity securities that are exposed to market
risk due to  changes in prices of the  securities  as  reported  on the New York
Stock Exchange. The fair value of these marketable equity securities at June 30,
2004 was $23.1  million,  as  compared  to a cost  basis of $16.5  million.  The
potential change in the fair value of these securities, assuming a 10% change in
prices,  would  be $2.3  million  at  June  30,  2004.  See  also  Note 3 to the
Consolidated Financial Statements.

Item 4. CONTROLS AND PROCEDURES

     The Company maintains a system of disclosure  controls and procedures.  The
term "disclosure controls and procedures," as defined by regulations of the SEC,
means  controls and other  procedures of the Company that are designed to ensure
that information  required to be disclosed in the reports that the Company files
or submits to the SEC under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), is recorded, processed, summarized and reported within the time
periods  specified  in the  SEC's  rules  and  forms.  Disclosure  controls  and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be disclosed by the Company in the reports
that it files or submits to the SEC under the  Exchange Act is  accumulated  and
communicated  to the Company's  management,  including  its principal  executive
officer and its  principal  financial  officer,  or persons  performing  similar
functions,   as  appropriate  to  allow  timely  decisions   regarding  required
disclosure.  Both J. Landis Martin, the Company's Chief Executive  Officer,  and
Bruce  P.  Inglis,   the  Company's  Vice  President  -  Finance  and  Corporate
Controller,  have evaluated the Company's  disclosure controls and procedures as
of June 30, 2004.  Based upon their  evaluation,  these executive  officers have
concluded that the Company's disclosure controls and procedures are effective as
of the date of such evaluation.

                                     - 33 -

<PAGE>


     The Company also  maintains a system of internal  controls  over  financial
reporting.  The term "internal control over financial  reporting," as defined by
regulations  of the SEC, means a process  designed by, or under the  supervision
of, the  Company's  principal  executive and principal  financial  officers,  or
persons  performing  similar  functions,  and effected by the Company's board of
directors,  management  and other  personnel,  to provide  reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial statements for external purposes in accordance with GAAP, and includes
those policies and procedures that:

     o    Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the Company;

     o    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with GAAP, and that receipts and expenditures of the Company are being
          made  only  in  accordance  with   authorizations  of  management  and
          directors of the Company; and

     o    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  Company's
          assets that could have a material effect on the Company's consolidated
          financial statements.

     There has been no change to the Company's  system of internal  control over
financial  reporting  during the quarter ended June 30, 2004 that has materially
affected,  or is reasonably likely to materially affect, the Company's system of
internal controls over financial reporting.

                                     - 34 -

<PAGE>


PART II. - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

     Reference  is made to Note  13 of the  Consolidated  Financial  Statements,
which information is incorporated herein by reference, and to the Company's 2003
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 August 5, 2004, for
the following purposes:

     1.   To elect seven  directors  to serve  until the 2005 Annual  Meeting of
          Stockholders   and  until  their   successors  are  duly  elected  and
          qualified.  All nominees for director  were elected with the following
          vote:

             Director                Votes For            Votes Withheld
         ----------------------   ----------------     --------------------
         Norman N. Green             2,800,228                167,674
         Gary C. Hutchison           2,798,346                169,556
         J. Landis Martin            2,798,596                169,306
         Albert W. Niemi, Jr.        2,800,762                167,140
         Glenn R. Simmons            2,800,058                167,844
         Steven L. Watson            2,800,906                166,996
         Paul J. Zucconi             2,799,868                168,034

     2.   To consider  and vote on an  amendment  to the  Company's  Amended and
          Restated  Certificate  of  Incorporation  to  increase  the  number of
          authorized  shares of the  Company's  capital  stock  from  10,000,000
          shares  (9,900,000 shares of common stock, $.01 par value, and 100,000
          shares of  preferred  stock,  $.01 par  value) to  100,000,000  shares
          (90,000,000  shares of common stock,  $.01 par value,  and  10,000,000
          shares of preferred stock, $.01 par value). The amendment was approved
          with the following vote:

                  Votes For                    Votes Against
         -----------------------------    -------------------------
                  1,958,855                       375,089

     3.   To  consider  and vote on an  exchange  offer  pursuant  to which  the
          Company would issue shares of newly created  Series A Preferred  Stock
          in  exchange  for  the  6.625%   Convertible   Preferred   Securities,
          Beneficial Unsecured Convertible  Securities of TIMET Capital Trust I.
          The exchange offer was approved with the following vote:

                  Votes For                    Votes Against
         -----------------------------    -------------------------
                  1,846,199                       478,319



                                     - 35 -

<PAGE>


Item 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          3.1  Certificate  of Amendment of Amended and Restated  Certificate of
               Incorporation of Titanium Metals  Corporations,  effective August
               5, 2004

          10.1**  First  Amendment  to  Purchase  and  Sale  Agreement   between
               Rolls-Royce plc and Titanium Metals Corporation

          10.2**  Second  Amendment  to  Purchase  and  Sale  Agreement  between
               Rolls-Royce plc and Titanium Metals Corporation

          10.3** Termination  Agreement by and between  Wyman-Gordon Company and
               Titanium Metals Corporation, effective as of September 28, 2003

          31.1 Certification  pursuant to Section 302 of the  Sarbanes-Oxley Act
               of 2002

          31.2 Certification  pursuant to Section 302 of the  Sarbanes-Oxley Act
               of 2002

          32.1 Certification  pursuant to Section 906 of the  Sarbanes-Oxley Act
               of 2002

          **   Portions of the exhibit have been  omitted  pursuant to a request
               for confidential treatment.

          Note:The Company has retained a signed  original of any exhibit listed
               above that contains signatures,  and the Company will provide any
               such exhibit to the SEC or its staff upon  request.  Such request
               should be directed to the  attention of the  Company's  Corporate
               Secretary  at the  Company's  corporate  offices  located at 1999
               Broadway, Suite 4300, Denver, Colorado 80202.

     (b)  Reports on Form 8-K filed by the registrant for the quarter ended June
          30, 2004 and through August 5, 2004:

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

                    May 3, 2004                     7 and 12
                    June 28, 2004                      9
                    July 2, 2004                       9
                    August 5, 2004                  9 and 12

                                     - 36 -

<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
                                       -------------------------------------



Date: August 5, 2004               By  /s/ J. Landis Martin
                                       -------------------------------------
                                       J. Landis Martin
                                       Chairman of the Board, President and
                                         Chief Executive Officer


Date: August 5, 2004               By  /s/ Bruce P. Inglis
                                       -------------------------------------
                                       Bruce P. Inglis
                                       Vice President - Finance and Corporate
                                         Controller


                                     - 37 -