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 March 31, 2006

                                       OR

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

                         Commission file number 0-28538


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


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



                 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240
------------------------------------------------------------------------------
                (Address of principal executive offices) (Zip Code)


     Registrant's telephone number, including area code:  (972) 233-1700
                                                      ------------------------


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 large  accelerated  filer,  an
accelerated  filer or a non  accelerated  filer (as defined in Rule 12b-2 of the
Exchange Act).

Large accelerated filer__ Accelerated filer X  Non accelerated filer__.


Indicate by check mark whether the  registrant is a shell company (as defined by
rule 12b-2 of the Exchange Act).
                        Yes                No        X
                                 --------        --------


Number of shares of common stock outstanding on May 1, 2006: 75,522,565

<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 Condensed 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 existence or
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, 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  or new  market  development,  the
availability  of raw materials and services,  changes in raw material prices 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  potential for  adjustment of the Company's  deferred
income 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


<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                           Number
                                                                                                           ------
PART I.       FINANCIAL INFORMATION

<S>      <C>                                                                                                 <C>
         Item 1.    Condensed Consolidated Financial Statements

                    Condensed Consolidated Balance Sheets - March 31, 2006 (unaudited)
                      and December 31, 2005                                                                   2

                    Condensed Consolidated Statements of Operations - Three months
                       ended March 31, 2006 and 2005 (unaudited)                                              4

                    Condensed Consolidated Statements of Comprehensive Income -
                      Three months ended March 31, 2006 and 2005 (unaudited)                                  5

                    Condensed Consolidated Statements of Cash Flows - Three months
                      ended March 31, 2006 and 2005 (unaudited)                                               6

                    Condensed Consolidated Statement of Changes in Stockholders'
                      Equity - Three months ended March 31, 2006 (unaudited)                                  8

                    Notes to Condensed Consolidated Financial Statements (unaudited)                          9

         Item 2.    Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                                                    19

         Item 3.    Quantitative and Qualitative Disclosures About Market Risk                               28

         Item 4.    Controls and Procedures                                                                  28

PART II.     OTHER INFORMATION

         Item 1.    Legal Proceedings                                                                        29

         Item 1A.   Risk Factors                                                                             29

         Item 6.    Exhibits                                                                                 29
</TABLE>


                                                               - 1 -

<PAGE>

                           TITANIUM METALS CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                 March 31,             December 31,
ASSETS                                                                             2006                    2005
                                                                            --------------------    --------------------
                                                                                 (unaudited)
Current assets:
<S>                                                                         <C>                     <C>
   Cash and cash equivalents                                                $          11,943       $          17,605
   Restricted cash and cash equivalents                                                   146                     146
   Accounts and other receivables, less
     allowance of $1,678 and $1,983                                                   190,554                 142,902
   Inventories                                                                        400,637                 365,696
   Prepaid expenses and other                                                           4,457                   4,485
   Deferred income taxes                                                               11,945                  19,436
                                                                            --------------------    --------------------

       Total current assets                                                           619,682                 550,270

Marketable securities                                                                  46,066                  46,477
Investment in joint ventures                                                           28,607                  25,978
Property and equipment, net                                                           262,894                 252,990
Deferred income taxes                                                                   7,735                   8,009
Other                                                                                  24,901                  23,540
                                                                            --------------------    --------------------

         Total assets                                                       $         989,885       $         907,264
                                                                            ====================    ====================
</TABLE>




     See accompanying Notes to Condensed Consolidated Financial Statements.
                                     - 2 -

<PAGE>

<TABLE>
<CAPTION>
                                                      TITANIUM METALS CORPORATION

                                           CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                                 (In thousands, except per share data)

                                                                                 March 31,             December 31,
LIABILITIES, MINORITY INTEREST AND                                                  2006                   2005
                                                                             -------------------    --------------------
STOCKHOLDERS' EQUITY                                                             (unaudited)

Current liabilities:
<S>                                                                          <C>                    <C>
   Accounts payable                                                          $          66,725      $          61,457
   Accrued liabilities                                                                  64,274                 75,698
   Customer advances                                                                    16,223                 15,577
   Income taxes payable                                                                 31,367                 13,151
   Other                                                                                 1,576                    967
                                                                             -------------------    --------------------

       Total current liabilities                                                       180,165                166,850

Long-term debt                                                                          48,791                 51,359
Accrued OPEB cost                                                                       15,728                 15,580
Accrued pension cost                                                                    59,139                 58,450
Accrued environmental cost                                                               1,518                  1,518
Deferred income taxes                                                                   24,868                 27,445
Debt payable to TIMET Capital Trust I                                                        -                  5,852
Other                                                                                    4,319                  4,519
                                                                             -------------------    --------------------

       Total liabilities                                                               334,528                331,573
                                                                             -------------------    --------------------

Minority interest                                                                       16,198                 13,523
                                                                             -------------------    --------------------

Stockholders' equity:
   Series A Preferred Stock, $.01 par value; $149,131
liquidation preference; 4,025 shares authorized,
2,446 and 2,983 shares issued and
     outstanding, respectively                                                         108,645                132,493
   Common stock, $.01 par value; 200,000 shares
authorized, 75,432 and 70,965 shares
     issued, respectively                                                                  754                    710
   Additional paid-in capital                                                          443,734                401,057
   Retained earnings                                                                   122,800                 66,179
   Accumulated other comprehensive loss                                                (36,774)               (38,271)
                                                                             -------------------    --------------------

         Total stockholders' equity                                                    639,159                562,168
                                                                             -------------------    --------------------

         Total liabilities, minority interest and
         stockholders' equity                                                $         989,885      $         907,264
                                                                             ===================    ====================
</TABLE>

Commitments and contingencies (Note 13)




     See accompanying Notes to Condensed Consolidated Financial Statements.
                                     - 3 -

<PAGE>



<TABLE>
<CAPTION>
                                                      TITANIUM METALS CORPORATION

                                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                 (In thousands, except per share data)

                                                                                          Three months ended March 31,
                                                                                    ------------------------------------------
                                                                                           2006                   2005
                                                                                    --------------------    ------------------


<S>                                                                                 <C>                     <C>
Net sales                                                                           $       286,895         $       155,235
Cost of sales                                                                               178,575                 126,280
                                                                                    --------------------    ------------------

   Gross margin                                                                             108,320                  28,955

Selling, general, administrative and development expense                                     15,254                  12,360
Equity in earnings of joint ventures                                                          2,258                     801
Other income (expense), net                                                                    (200)                  1,985
                                                                                    --------------------    ------------------

  Operating income                                                                           95,124                  19,381

Interest expense                                                                                995                     674
Other non-operating income (expense), net                                                       290                     743
                                                                                    --------------------    ------------------

    Income before income taxes and minority interest                                         94,419                  19,450

Income tax expense (benefit)                                                                 33,255                 (22,879)
Minority interest in after-tax earnings                                                       2,318                     924
                                                                                    --------------------    ------------------

   Net income                                                                                58,846                  41,405

Dividends on Series A Preferred Stock                                                         2,074                   3,298
                                                                                    --------------------    ------------------

   Net income attributable to common stockholders                                   $        56,772         $        38,107
                                                                                    ====================    ==================

Earnings per share attributable to common stockholders:
   Basic                                                                            $         0.78          $         0.60
   Diluted                                                                          $         0.64          $         0.46

Weighted average shares outstanding:
   Basic                                                                                     73,034                  63,724
   Diluted                                                                                   91,939                  90,620
</TABLE>






     See accompanying Notes to Condensed Consolidated Financial Statements.
                                     - 4 -

<PAGE>


<TABLE>
<CAPTION>
                                                      TITANIUM METALS CORPORATION

                                 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

                                                            (In thousands)

                                                                                          Three months ended March 31,
                                                                                    ------------------------------------------
                                                                                           2006                   2005
                                                                                    --------------------    ------------------


<S>                                                                                 <C>                     <C>
Net income                                                                          $        58,846         $        41,405
                                                                                    --------------------    ------------------

Other comprehensive income:

   Currency translation adjustment, net of tax benefit of $59 and $0                          1,596                  (1,297)

   Unrealized losses on marketable securities, net of tax
     benefit of $0 and $95                                                                     (411)                   (177)

   TIMET's share of VALTIMET SAS's unrealized net
     gains on derivative financial instruments qualifying as
     cash flow hedges, net of tax expense of $188 and $0                                        312                     752
                                                                                    --------------------    ------------------

     Total other comprehensive (loss) income                                                  1,497                    (722)
                                                                                    --------------------    ------------------

   Comprehensive income                                                             $        60,343         $        40,683
                                                                                    ====================    ==================
</TABLE>





     See accompanying Notes to Condensed Consolidated Financial Statements.
                                     - 5 -

<PAGE>

<TABLE>
<CAPTION>
                                                      TITANIUM METALS CORPORATION

                                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                            (In thousands)

                                                                                   Three months ended March 31,
                                                                              ----------------------------------------
                                                                                     2006                 2005
                                                                              -------------------   ------------------

Cash flows from operating activities:
<S>                                                                           <C>                   <C>
   Net income                                                                 $       58,846        $       41,405
   Depreciation and amortization                                                       8,289                 7,933
   Noncash impairment of equipment                                                         -                 1,251
   Equity in earnings of joint ventures, net of distributions                         (1,177)                 (801)
   Deferred income taxes                                                               5,165               (25,023)
   Minority interest in after-tax earnings                                             2,318                   924
   Other, net                                                                             48                  (369)
   Change in assets and liabilities:
     Receivables                                                                     (47,526)              (13,525)
     Inventories                                                                     (33,148)              (23,557)
     Prepaid expenses and other                                                         (901)               (1,153)
     Accounts payable and accrued liabilities                                         (4,024)                5,572
     Customer advances                                                                   452                25,528
     Income taxes                                                                     24,139                 1,322
     Deferred revenue                                                                 (2,820)                1,277
     Accrued OPEB and pension costs                                                      148                   234
     Other, net                                                                         (378)                  589
                                                                              -------------------   ------------------
       Net cash provided by operating activities                                       9,431                21,607
                                                                              -------------------   ------------------

Cash flows from investing activities:
   Capital expenditures                                                              (16,886)              (11,143)
   Change in restricted cash, net                                                          -                   576
   Investment in joint venture                                                          (660)                    -
   Other                                                                                   -                    49
                                                                              -------------------   ------------------
       Net cash used by investing activities                                         (17,546)              (10,518)
                                                                              -------------------   ------------------

Cash flows from financing activities:
   Indebtedness:
     Borrowings                                                                      188,490                59,000
     Repayments                                                                     (191,222)              (61,175)
   Dividends paid on Series A Preferred Stock                                         (2,225)               (3,298)
   Issuance of common stock                                                            7,905                     -
   Other, net                                                                           (702)                1,020
                                                                              -------------------   ------------------
       Net cash provided (used) by financing activities                                2,246                (4,453)
                                                                              -------------------   ------------------

       Net cash (used) provided by operating,
         investing and financing activities                                   $       (5,869)       $        6,636
                                                                              ===================   ==================
</TABLE>


     See accompanying Notes to Condensed Consolidated Financial Statements.
                                     - 6 -

<PAGE>


<TABLE>
<CAPTION>
                                                      TITANIUM METALS CORPORATION

                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

                                                            (In thousands)

                                                                                   Three months ended March 31,
                                                                              ----------------------------------------
                                                                                    2006                  2005
                                                                              ------------------    ------------------

Cash and cash equivalents:
   Net increase (decrease) from:
<S>                                                                           <C>                   <C>
     Operating, investing and financing activities                            $       (5,869)       $        6,636
     Currency translation                                                                207                    17
                                                                              ------------------    ------------------
                                                                                      (5,662)                6,653
   Cash and cash equivalents at beginning of period                                   17,605                 7,194
                                                                              ------------------    ------------------

   Cash and cash equivalents at end of period                                 $       11,943        $       13,847
                                                                              ==================    ==================

Supplemental disclosures:
   Cash paid for:
     Interest                                                                 $          674        $          478
     Income taxes, net                                                        $        3,844        $          815

Noncash investing and financing activities:
   Capital lease obligations incurred when the Company
   entered into certain leases for new equipment                              $          456        $          -
</TABLE>




      See accompanying Notes to Condensed Consolidated Financial Statements
                                      - 7 -

<PAGE>

<TABLE>
<CAPTION>
                                                      TITANIUM METALS CORPORATION

                            CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

                                                   Three months ended March 31, 2006
                                                            (In thousands)


                                                                                               Accumulated
                                                              Series A    Additional              Other
                                         Common    Common    Preferred     Paid-in   Retained Comprehensive
                                         Shares    Stock       Stock       Capital   Earnings     Loss       Total
                                         ------    -----      -------     --------  --------    --------   --------

<S>                                      <C>        <C>       <C>         <C>       <C>        <C>         <C>
Balance at December 31, 2005             70,965     $710      $132,493    $401,057  $ 66,179   $(38,271)   $562,168
   Comprehensive income                       -       -           -           -       58,846      1,497      60,343
   Issuance of common stock                 584        6          -          7,899       -         -          7,905
   Conversion of Series A
    Preferred Stock and BUCS              3,883       38       (23,848)     29,481       -         -          5,671
   Tax benefit of stock options
exercised                                     -        -          -          5,297       -         -          5,297
   Dividends declared on Series A
Preferred Stock                               -        -          -           -       (2,225)      -         (2,225)
                                         ------     ----      --------   --------   --------   --------    --------

Balance at March 31, 2006                75,432     $754      $108,645   $443,734   $122,800   $(36,774)   $639,159
                                         ======     ====      ========   ========   ========   ========    ========
</TABLE>



      See accompanying Notes to Condensed Consolidated Financial Statements
                                     - 8 -

<PAGE>


                           TITANIUM METALS CORPORATION

        NOTES TO CONDENSED 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,  military  and  other  applications.  The  accompanying
Condensed  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"),  previously  a  wholly-owned  finance
subsidiary  that was  dissolved  in the  first  quarter  of 2006.  All  material
intercompany  transactions and balances with consolidated subsidiaries have been
eliminated.  Certain prior year amounts have been reclassified to conform to the
current year presentation. The Condensed Consolidated Balance Sheet at March 31,
2006 and the  Condensed  Consolidated  Statements of  Operations,  Comprehensive
Income (Loss),  Changes in  Stockholders'  Equity and Cash Flows for the interim
periods ended March 31, 2006 and 2005, 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 fairly state 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
Condensed   Consolidated  Financial  Statements  and  notes  thereto  have  been
presented  as ending on March 31,  June 30,  September  30 and  December  31, as
applicable.  The Company's Condensed  Consolidated  Balance Sheet as of December
31, 2005 has been derived from the  Company's  audited  financial  statements at
that date, but does not include all  disclosures  required by GAAP, as permitted
by regulations of the SEC. Accordingly,  the accompanying Condensed 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, 2005 (the "2005 Annual Report").

                                     - 9 -

<PAGE>

     At March 31, 2006,  Valhi,  Inc. and  subsidiaries  ("Valhi") held 37.1% of
TIMET's  outstanding  common  stock  and 0.6% of the  Company's  6.75%  Series A
Convertible Preferred Stock (the "Series A Preferred Stock"). At March 31, 2006,
Contran Corporation  ("Contran") held, directly or through subsidiaries,  92% of
Valhi's  outstanding  common  stock.  At March 31,  2006,  the  Combined  Master
Retirement Trust ("CMRT"), a trust sponsored by Contran to permit the collective
investment by trusts that maintain the assets of certain  employee benefit plans
adopted by Contran and certain  related  companies,  held 10.2% of the Company's
common stock.  TIMET's U.S. pension plans invest in the portion of the CMRT that
does not hold TIMET 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 March 31, 2006, Mr. Simmons directly owned
2.6% of TIMET's  outstanding common stock and Mr. Simmons' spouse owned 65.4% of
the  Company's  outstanding  Series A  Preferred  Stock and a nominal  number of
shares of the Company's common stock. Consequently, Mr. Simmons may be deemed to
control  each of  Contran,  Valhi and TIMET.  Subsequent  to March 31,  2006 and
through May 1, 2006, Mr. Simmons  purchased an additional 50,000 shares of TIMET
common stock in open market transactions.

     The Company  completed a  two-for-one  split of its common stock  effective
after  the  close of  trading  on  February  16,  2006.  All share and per share
disclosures for all periods  presented have been adjusted to give effect to this
February  2006  stock  split.  On April  20,  2006,  the  Company  announced  an
additional two-for-one split of its common stock, which will be become effective
after the close of trading on May 15, 2006.  Because the  effective  date of the
May 15, 2006 split is after the date of issuance of these Condensed Consolidated
Financial  Statements,  the share and per share  disclosures  contained  in this
Quarterly  Report  have not been  adjusted  for the effects of this May 15, 2006
split. See Note 14 for pro-forma  earnings per share amounts that give effect to
the May 15, 2006 stock split.

     On January 1, 2006, the Company adopted  Statement of Financial  Accounting
Standards  ("SFAS")  No. 123  (revised  2004),  Share-Based  Payment  ("SFAS No.
123R"),  which  replaced SFAS No. 123 and  superseded  APB No. 25. SFAS No. 123R
requires the  measurement  of all employee  share-based  payments to  employees,
including  grants of employee stock  options,  to be recognized in the financial
statements  based on their  fair  values.  Under  SFAS No.  123R,  the pro forma
disclosures previously permitted under SFAS No. 123 are no longer an alternative
to financial statement recognition.  Under the transition alternatives permitted
under SFAS No.  123R,  the Company will apply the new standard to any new awards
granted on or after January 1, 2006,  and to all awards  existing as of December
31,  2005  which  are   subsequently   modified,   repurchased   or   cancelled.
Additionally,  as of January 1, 2006, the Company would be required to recognize
compensation cost previously  measured under SFAS No. 123 for the portion of any
non-vested  award  existing as of December 31, 2005 over the  remaining  vesting
period.  The  Company's  adoption of SFAS No. 123R as of January 1, 2006 did not
have a  material  effect on the  Company's  financial  position  or  results  of
operations,  as all of TIMET's  outstanding options were fully vested as of such
date.  If the Company were to grant a  significant  number of options or modify,
repurchase or cancel existing options in the future, the Company could recognize
material  amounts of compensation  cost related to such options in its condensed
consolidated  financial  statements.  If  the  Company  had  accounted  for  its
stock-based  employee  compensation  related to stock options in accordance with
the fair  value-based  recognition  provisions  of SFAS No.  123 for all  awards
granted  subsequent to January 1, 1995, there would have been no material effect
on the  Company's  reported net income,  and related per share  amounts,  in the
first quarter of 2005.

                                     - 10 -

<PAGE>
     Also upon adoption of SFAS No. 123R, the cash income tax benefit  resulting
from the  exercise  of stock  options  in excess of the  cumulative  income  tax
benefit  related  to such  options  previously  recognized  for  GAAP  financial
reporting purposes in the Company's condensed consolidated statements of income,
if any,  will be reflected  as a cash inflow from  financing  activities  in the
Company's  condensed  consolidated  statements of cash flows,  and the Company's
cash flows from  operating  activities  will reflect the effect of cash paid for
income taxes exclusive of such cash income tax benefit.  The aggregate amount of
such income tax benefits  recognized as a component of other net cash flows from
financing activities was less than $0.1 million in the first quarter of 2006.

     SFAS No. 123R also  requires  certain  expanded  disclosures  regarding the
Company's stock options, and such expanded disclosures were provided in the 2005
Annual Report.

Note 2 - Inventories

<TABLE>
<CAPTION>
                                                                               March 31,              December 31,
                                                                                  2006                    2005
                                                                          ---------------------    -------------------
                                                                                        (In thousands)

<S>                                                                       <C>                      <C>
Raw materials                                                             $         102,986        $        89,956
Work-in-process                                                                     195,722                169,856
Finished products                                                                    65,556                 73,395
Inventory consigned to customers                                                     20,129                 20,000
Supplies                                                                             16,244                 12,489
                                                                          ---------------------    -------------------

                                                                          $         400,637        $       365,696
                                                                          =====================    ===================
</TABLE>

     On January 1, 2006, the Company adopted SFAS No. 151,  Inventory  Costs, an
amendment of ARB No. 43,  Chapter 4. SFAS No. 151  clarifies  the types of costs
that should be expensed  rather than  capitalized  as inventory.  This statement
also clarifies the  circumstances  under which fixed  overhead costs  associated
with  operating   facilities   involved  in  inventory   processing   should  be
capitalized.  The  Company's  adoption  of SFAS No.  151 did not have a material
impact on its  consolidated  financial  position or results of operations as the
Company's   existing   production  cost  accounting   already  conforms  to  the
requirements of SFAS No. 151.

Note 3 - Marketable securities

     The following table  summarizes the Company's  marketable  securities as of
March 31, 2006 and December 31, 2005:

<TABLE>
<CAPTION>
                                                             March 31, 2006                   December 31, 2005
                                                      -----------------------------    --------------------------------
                                                                        Market                              Market
              Marketable security                       Shares           value            Shares             value
------------------------------------------------      ------------    -------------    --------------    --------------
                                                                              ($ in thousands)

<S>                                                     <C>           <C>                <C>             <C>
    CompX International, Inc. ("CompX") (1)             2,696,420     $     43,547       2,696,420       $    43,197
    NL Industries, Inc. ("NL")                            222,100            2,361         222,100             3,129
    Kronos Worldwide, Inc. ("Kronos")                       5,203              158           5,203               151
                                                                      -------------                      --------------

                                                                      $     46,066                       $    46,477
                                                                      =============                      ==============

-----------------------------------------------------------------------------------------------------------------------
 (1) The Company directly held 483,600 shares of CompX as of March 31, 2006 and December 31, 2005.  The remaining
     2,212,820 shares are held by CompX Group Inc. ("CGI").
</TABLE>
                                     - 11 -

<PAGE>

     As of March 31, 2006 and December 31, 2005,  the Company's  aggregate  cost
basis of its marketable securities was $36.9 million. For the three months ended
March 31, 2006 and 2005,  the Company  recognized  $0.4 million and $0.2 million
(net of taxes) of unrealized  losses in stockholders'  equity, as a component of
other comprehensive income (loss).

     During the first  quarter  of 2006,  CompX,  NL and  Kronos  each paid cash
dividends on their common  stock.  During the first  quarter of 2005,  CompX and
Kronos paid cash  dividends  on its common  stock and NL paid  dividends  on its
common stock in the form of shares of Kronos common stock.

Note 4 - Property and equipment

<TABLE>
<CAPTION>
                                                                              March 31, 2006        December 31, 2005
                                                                            --------------------    ------------------
                                                                                         (In thousands)

<S>                                                                         <C>                     <C>
Land and improvements                                                       $           8,933       $         8,922
Buildings and improvements                                                             36,853                37,259
Information technology systems                                                         63,034                61,175
Manufacturing equipment and other                                                     355,287               348,080
Construction in progress                                                               39,356                31,488
                                                                            --------------------    ------------------
                                                                                      503,463               486,924
Less accumulated depreciation                                                         240,569               233,934
                                                                            --------------------    ------------------

                                                                            $         262,894       $       252,990
                                                                            ====================    ==================
</TABLE>

Note 5 - Other noncurrent assets

<TABLE>
<CAPTION>
                                                                                 March 31,            December 31,
                                                                                   2006                   2005
                                                                            --------------------    ------------------
                                                                                         (In thousands)

<S>                                                                         <C>                     <C>
Prepaid pension cost                                                        $          23,563       $        22,337
Deferred financing costs                                                                  716                   177
Investment in common securities of the Capital Trust                                        -                   180
Intangible assets, net                                                                    464                   683
Other                                                                                     158                   163
                                                                            --------------------    ------------------

                                                                            $          24,901       $        23,540
                                                                            ====================    ==================
</TABLE>

     During the first  quarter of 2006,  the Company  incurred  $0.7  million of
deferred  financing costs related to a new U.S.  credit  agreement (see Note 7).
Such financing  costs are being  amortized over the five-year term of the credit
agreement.  See Note 8 with regard to the investment in common securities of the
Capital Trust.

                                     - 12 -

<PAGE>

Note 6 - Accrued liabilities

<TABLE>
<CAPTION>
                                                                                March 31,             December 31,
                                                                                   2006                   2005
                                                                           ---------------------    ------------------
                                                                                         (In thousands)

<S>                                                                        <C>                      <C>
OPEB cost                                                                  $           2,761        $         2,181
Pension cost                                                                           5,416                  5,353
Payroll and vacation                                                                   4,604                  6,227
Incentive compensation                                                                 8,897                 20,091
Other employee benefits                                                               10,909                  9,938
Deferred revenue                                                                      11,708                 14,525
Environmental costs                                                                    1,463                  1,718
Taxes, other than income                                                               7,817                  5,318
Other                                                                                 10,699                 10,347
                                                                           ---------------------    ------------------

                                                                           $          64,274        $        75,698
                                                                           =====================    ==================
</TABLE>

Note 7 - Bank debt

     On February 17, 2006, the Company entered into a new $175 million long-term
credit  agreement,  replacing  its  previous  U.S  credit  agreement,  which was
terminated  on that date.  As of March 31,  2006,  the Company  had  outstanding
borrowings  of $40.3 million  under its U.S.  credit  agreement and $8.5 million
under its U.K.  credit  facilities.  As of March 31, 2006, the weighted  average
interest  rate  on  borrowings  outstanding  under  the  Company's  U.S.  credit
agreement  and  the  Company's  U.K.  credit   facilities  was  5.9%  and  5.6%,
respectively.  Aggregate unused borrowing  availability under the Company's U.S.
and European credit  facilities was  approximately  $176 million as of March 31,
2006.

Note 8 - Capital Trust

     On  March  3,  2006,  the  Company  called  all of its  outstanding  6.625%
mandatorily  redeemable  convertible preferred securities,  beneficial unsecured
convertible  securities  ("BUCS") for redemption.  The redemption  price equaled
100.6625% of the $50.00 liquidation  amount per BUCS, or $50.3313,  plus accrued
distributions  to the March 24, 2006  redemption date of the BUCS of $0.2116 per
BUCS.  Subsequent  to March 3, 2006 and through  March 20, 2006,  113,400 of the
113,467  outstanding  BUCS were  converted  into 303,678  shares of TIMET common
stock.  On March 24, 2006, the Company  redeemed the remaining 67 BUCS for cash.
Subsequently,  the Capital Trust was dissolved and,  accordingly,  the Company's
investment in the common securities of the Capital Trust as of March 31, 2006 is
zero.

Note 9 - Stockholders' equity

     During the first quarter of 2006, certain holders of the Company's Series A
Preferred  Stock  converted  an  aggregate  of  536,890  shares of the  Series A
Preferred  Stock into 3,579,258  shares of TIMET's common stock. As of March 31,
2006,   2,445,723  shares  of  Series  A  Preferred  Stock  remain  outstanding.
Subsequent to March 31, 2006 and through May 1, 2006, an additional 2,014 shares
of Series A Preferred  Stock were  converted  into 13,425 shares of TIMET common
stock.

                                     - 13 -

<PAGE>

Note 10 - Other income (expense)

<TABLE>
<CAPTION>
                                                                                  Three months ended March 31,
                                                                                   2006                  2005
                                                                             ------------------    ------------------
                                                                                         (In thousands)
Other operating income (expense):
<S>                                                                          <C>                   <C>
   Settlement of customer claim                                              $        -            $         1,800
   Other, net                                                                           (200)                  185
                                                                             ------------------    ------------------

                                                                             $          (200)      $         1,985
                                                                             ==================    ==================

Other non-operating income (expense):
   Dividends and interest                                                    $           744       $           487
   Equity in earnings of common
      securities of the Capital Trust                                                      2                   103
   Foreign exchange (loss) gain, net                                                    (391)                  260
   Other, net                                                                            (65)                 (107)
                                                                             ------------------    ------------------

                                                                             $           290       $           743
                                                                             ==================    ==================
</TABLE>

Note 11 - Income taxes

<TABLE>
<CAPTION>
                                                                                   Three months ended March 31,
                                                                             -----------------------------------------
                                                                                   2006                   2005
                                                                             ------------------    -------------------
                                                                                          (In thousands)

<S>                                                                          <C>                   <C>
Expected income tax expense (benefit), at 35%                                $        33,046       $          6,808
Non-U.S. tax rates                                                                      (771)                 (315)
Incremental tax on earnings of non-U.S. group affiliates                                  66                     -
U.S. state income taxes, net                                                           1,658                   315
Dividends received deduction                                                            (116)                 (107)
Nontaxable income                                                                        (98)                  (53)
Adjustment of deferred income tax asset
  valuation allowance                                                                      -               (29,896)
Domestic manufacturing credit                                                           (556)                    -
Other, net                                                                                26                   369
                                                                             ------------------    -------------------

                                                                             $        33,255       $       (22,879)
                                                                             ==================    ===================
</TABLE>

     As of March  31,  2006,  the  Company  had,  for U.S.  federal  income  tax
purposes,  a capital loss  carryforward of $73 million that expires in 2008. The
Company has recognized a deferred income tax asset  valuation  allowance for the
majority of such capital loss carryforward.

     In October  2004,  The American  Jobs Creation Act of 2004 was enacted into
law. The new law provides for a special deduction from U.S. taxable income equal
to a specified  percentage of a U.S.  company's  qualified  income from domestic
manufacturing  activities (as defined).  Due to the  utilization of existing net
operating  losses  ("NOLs"),  the  Company's  provision for income taxes for the
first  quarter of 2006  includes a tax benefit of $0.6  million  related to such
special  deduction  and no tax  benefit on the  Company's  income tax  provision
during the first quarter of 2005.

                                     - 14 -

<PAGE>


Note 12 - Employee benefits

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

<TABLE>
<CAPTION>
                                                                                   Three months ended March 31,
                                                                             -----------------------------------------
                                                                                   2006                   2005
                                                                             ------------------    -------------------
                                                                                          (In thousands)

<S>                                                                          <C>                   <C>
Service cost                                                                 $         1,097       $           957
Interest cost                                                                          3,368                 3,490
Expected return on plan assets                                                        (4,484)               (3,791)
Amortization of net losses                                                               788                 1,225
Amortization of unrecognized prior service cost                                          139                   139
                                                                             ------------------    -------------------

  Net periodic pension expense                                               $           908       $         2,020
                                                                             ==================    ===================
</TABLE>

     Through  March  31,  2006,  the  Company  has  made  $2.0  million  of cash
contributions  to its U.K. defined benefit pension plan in 2006, and the Company
currently  expects to make additional cash  contributions of approximately  $6.2
million to its U.K.  defined  benefit  pension plan and $0.4 million to its U.S.
defined benefit pension plan during the remainder of 2006.

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

<TABLE>
<CAPTION>
                                                                                   Three months ended March 31,
                                                                             -----------------------------------------
                                                                                   2006                   2005
                                                                             ------------------    -------------------
                                                                                          (In thousands)

<S>                                                                          <C>                   <C>
Service cost                                                                 $           175       $           171
Interest cost                                                                            409                   467
Amortization of unrecognized prior service cost                                         (116)                 (116)
Amortization of net losses                                                               233                   324
                                                                             ------------------    -------------------

  Net periodic OPEB expense                                                  $           701       $           846
                                                                             ==================    ===================
</TABLE>

Note 13 - Commitments and contingencies

     Environmental  matters.  The  Company is  continuing  assessment  work with
respect to its active plant site in Henderson, Nevada. The Company currently has
$2.3 million  accrued based on the  undiscounted  cost estimates of the probable
costs for remediation of this site related to specific future remediation costs.
The Company  expects  these  accrued  expenses to be paid over a period of up to
thirty years.

                                     - 15 -

<PAGE>

     At March 31, 2006,  the Company had accrued an  aggregate of  approximately
$3.0 million for  environmental  matters,  including those discussed  above. The
upper end of the range of reasonably  possible costs to remediate  these matters
is  approximately  $5.2  million.  The Company  records  liabilities  related to
environmental  remediation  obligations when estimated future costs are probable
and  reasonably  estimable.  Such accruals are evaluated and 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. The Company has entered into letters of credit to collateralize  (i)
potential workers'  compensation claims in Ohio and Nevada and (ii) future usage
of electricity in Nevada. As of March 31, 2006, the outstanding amounts for such
letters of credit, which reduce the Company's excess availability under its U.S.
credit   agreement,   were  $2.0   million  and  $2.1   million,   respectively.
Additionally,  the Company has entered into a letter of credit to  collateralize
various   business   obligations,   which  has  reduced  the  Company's   excess
availability  under its other European credit  facilities by approximately  $2.7
million.

     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.  In several  instances,  the Company
believes it has  insurance  coverage to  eliminate  any risk of loss (other than
standard  deductibles,  which  generally are less than $1 million).  The Company
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.  However,  all
such  matters  are subject to inherent  uncertainties,  and were an  unfavorable
outcome to occur with respect to several of these matters in a 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.  In cases  where  these
employment, environmental, contractual, product liability, general liability and
other  claims,  disputes  and  litigation  involve  matters that the Company has
concluded the risk of loss is not probable, but is more than remote, the Company
believes  the range of loss,  to the  extent the  Company is able to  reasonably
estimate  a range of loss,  would be  limited  at the high end to the  Company's
standard insurance deductibles.

     See the 2005 Annual Report for additional  information  concerning  certain
legal and environmental matters, commitments and contingencies.

                                     - 16 -

<PAGE>


Note 14 - Earnings per share

     Basic  earnings  per  share is  based on the  weighted  average  number  of
unrestricted common shares outstanding during each period.  Diluted earnings per
share attributable to common stockholders reflects the dilutive effect of common
stock options,  restricted stock and the assumed  conversion of the BUCS and the
Series A Preferred Stock, if applicable.  A reconciliation  of the numerator and
denominator  used in the calculation of basic and diluted  earnings per share is
presented below.


<TABLE>
<CAPTION>
                                                                                 Three months ended March 31,
                                                                            ----------------------------------------
                                                                                  2006                  2005
                                                                            ------------------    ------------------
                                                                                        (In thousands)
Numerator:
<S>                                                                         <C>                   <C>
  Net income attributable to common stockholders                            $        56,772       $        38,107
  Interest expense on BUCS (net of tax)                                                  53                    97
  Dividends on Series A Preferred Stock                                               2,074                 3,298
                                                                            ------------------    ------------------

  Diluted net income attributable to common stockholders                    $        58,899       $        41,502
                                                                            ==================    ==================

Denominator:
  Average common shares outstanding                                                  73,034                63,724
  Average dilutive stock options and restricted stock                                   403                   528
  BUCS                                                                                  270                   308
  Series A Preferred Stock                                                           18,232                26,060
                                                                            ------------------    ------------------

  Diluted shares                                                                     91,939                90,620
                                                                            ==================    ==================
</TABLE>

     Stock  options to purchase  1,012,160  shares during the three months ended
March 31, 2005 were excluded from the calculation of diluted  earnings per share
because the exercise  price for such options was greater than the average market
price of the common shares and such options were therefore  antidilutive  during
the respective  period. As of March 31, 2006, net income  attributable to common
stockholders  included $0.7 million ($0.28 per outstanding  share) of undeclared
dividends on the Company's Series A Preferred Stock.

     The table  below  provides  pro-forma  earnings  per share  information  to
reflect the effects of the Company's  two-for-one stock split, which will become
effective after the close of business on May 15, 2006:

<TABLE>
<CAPTION>
                                                                                   Pro forma - three months
                                                                                        ended March 31,
                                                                            ----------------------------------------
                                                                                   2006                  2005
                                                                            ------------------    ------------------
Earnings per share attributable to common stockholders:
<S>                                                                         <C>                   <C>
   Basic                                                                    $         0.39        $         0.30
   Diluted                                                                  $         0.32        $         0.23

Weighted average shares outstanding (in thousands):
   Basic                                                                           146,068               127,448
   Diluted                                                                         183,878               181,240
</TABLE>

                                     - 17 -

<PAGE>

Note 15 - Business segment information

     The Company's  production  facilities are located in the U.S., U.K., 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,  inventory  and  receivables  are the key  management  measures  used to
evaluate segment  performance.  The following table provides segment information
supplemental to the Company's Condensed Consolidated Financial Statements:

<TABLE>
<CAPTION>
                                                                                Three months ended March 31,
                                                                         -------------------------------------------
                                                                                2006                   2005
                                                                         -------------------    --------------------
                                                                          ($ in thousands, except product shipment
                                                                                           data)
Titanium melted and mill products:
<S>                                                                      <C>                    <C>
   Melted product net sales                                              $        47,231        $        22,074
   Mill product net sales                                                        205,065                113,925
   Other product sales                                                            34,599                 19,236
                                                                         -------------------    --------------------

                                                                         $       286,895        $       155,235
                                                                         ===================    ====================

Melted product shipments:
   Volume (metric tons)                                                            1,460                  1,415
   Average selling price ($ per kilogram)                                $         32.35         $        15.60

Mill product shipments:
   Volume (metric tons)                                                            3,675                  3,100
   Average selling price ($ per kilogram)                                $         55.80         $        36.75
</TABLE>

Note 16 - Accounting principles not yet adopted

     In  September  2005,  the  Emerging  Issues Task Force  ("EITF")  reached a
consensus on Issue 04-13,  Accounting  for Purchases and Sales of Inventory with
the Same  Counterparty  ("EITF  04-13").  The FASB  Task  Force  concluded  that
inventory  purchases and sales transactions with the same counterparty should be
combined for accounting  purposes if they were entered into in  contemplation of
each other.  The EITF  provided  indicators  to be  considered  for  purposes of
determining  whether such transactions are entered into in contemplation of each
other.  Guidance was also provided on the circumstances  under which nonmonetary
exchanges of inventory  within the same line of business should be recognized at
fair value.  EITF 04-13 will be effective in reporting  periods  beginning after
March 15,  2006.  The Company has not yet  determined  the impact,  if any,  the
adoption  of EITF  04-13 will have on its  consolidated  financial  position  or
results of operations.

                                     - 18 -

<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 months
ended  March 31,  2006 and 2005.  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 period.  See "Results of Operations - Outlook" for further
discussion of the Company's business expectations for the remainder of 2006.

<TABLE>
<CAPTION>
                                                                              Three months ended March 31,
                                                                        ------------------------------------------
                                                                               2006                   2005
                                                                        --------------------    ------------------
                                                                         ($ in thousands, except product shipment
                                                                                           data)
Net sales:
<S>                                                                     <C>                     <C>
   Melted products                                                      $        47,231         $        22,074
   Mill products                                                                205,065                 113,925
   Other products                                                                34,599                  19,236
                                                                        --------------------    ------------------

Net sales                                                               $       286,895         $       155,235

Gross margin                                                            $       108,320         $        28,955

Gross margin percent of net sales                                                    38%                     19%

Melted product shipments:
   Volume (metric tons)
                                                                                  1,460                   1,415
   Average selling price ($ per kilogram)                               $         32.35         $         15.60

Mill product shipments:
   Volume (metric tons)
                                                                                  3,675                   3,100
   Average selling price ($ per kilogram)                               $         55.80         $         36.75

Percentage change in:
   Sales volume:
     Melted products                                                                 +3                       -
     Mill products                                                                  +19                      +6

   Average selling prices:
       Melted products                                                             +107                     +27
       Mill products                                                                +52                     +19

   Selling prices - excludes changes in product mix:
       Melted products                                                             +108                     +17
       Mill products in U.S. dollars                                                +42                     +15
       Mill products in billing currencies (1)                                      +44                     +13

---------------------------------------------------------------------------------------------------------------
(1) Excludes the effect of changes in foreign currencies.
</TABLE>

                                     - 19 -
<PAGE>

     First  quarter of 2006 compared to first  quarter of 2005.  Melted  product
sales  increased  114% and mill  product  sales  increased  80% during the first
quarter of 2006 compared to the year ago period,  primarily  due to  significant
increases in average  selling prices for both melted and mill products.  Average
selling prices use actual customer and product mix and foreign currency exchange
rates prevailing  during the respective  periods.  The Company's melted products
are generally sold only in U.S. dollars.  Average selling prices for both melted
and mill products were  positively  affected by current  market  conditions  and
changes in customer and product mix. Mill product  average  selling  prices were
negatively affected by the strengthening of the U.S. dollar compared to both the
British pound sterling and the euro.

     In addition to average selling price  increases,  the first quarter of 2006
was  positively  impacted by increases  in mill product  sales volume and melted
product  sales  volume as compared to the year-ago  period,  driven by increased
demand across all market sectors.

     Gross margin  increased  during the first  quarter of 2006  compared to the
year ago period  primarily due to increased  selling  prices and improved  plant
operating  rates  (from  80% in the  first  quarter  of 2005 to 88% in the first
quarter of 2006),  offset in part by higher costs for raw  materials and energy.
Gross  margin  during  the 2006  period  includes  an  additional  $7.1  million
resulting  primarily from the sale of other non-mill products as compared to the
2005 period.  In addition,  gross margin  during the 2005 period was  negatively
affected by a $1.2 million  noncash  impairment  charge related to the Company's
abandonment of certain manufacturing equipment.

     Selling,  general,  administrative and development  expenses increased from
$12.4 million during the first quarter of 2005 to $15.3 million during the first
quarter  of 2006,  principally  as a result of  increased  personnel  and travel
costs.

     The Company recognized equity in earnings of joint ventures of $2.3 million
during the first  quarter of 2006,  compared  to $0.8  million  during the first
quarter of 2005. This change was principally due to an increase in the operating
results of VALTIMET, the Company's  minority-owned welded tube joint venture, as
VALTIMET has benefited  from both stronger  demand and increased  pricing in the
industrial tubing market.

     Net other  income  (expense)  decreased  during  the first  quarter of 2006
compared  to the year ago  period,  primarily  related  to the  settlement  of a
one-time  $1.8 million  customer  claim  recognized  during the first quarter of
2005.

         Non-operating income (expense).

<TABLE>
<CAPTION>
                                                                                Three months ended March 31,
                                                                           ---------------------------------------
                                                                                 2006                  2005
                                                                           ------------------    -----------------
                                                                                        (In thousands)

<S>                                                                        <C>                   <C>
Interest expense on debt payable to the Capital Trust                      $          (240)      $          (199)
Interest expense on bank debt and capital leases                                      (755)                 (475)
                                                                           ------------------    -----------------

                                                                           $          (995)      $          (674)
                                                                           ==================    =================

Dividend and interest income                                               $           744       $           487
Equity in earnings of common securities of the Capital Trust                             2                   103
Foreign exchange gains                                                                (391)                  260
Other, net                                                                             (65)                 (107)
                                                                           ------------------    -----------------

                                                                           $           290       $           743
                                                                           ==================    =================
</TABLE>

                                     - 20 -
<PAGE>

     Interest  expense  on bank debt and  capital  leases was higher in the 2006
period due to higher average  outstanding  debt levels as well as higher average
interest  rates,  as compared to the 2005 period.  Dividends and interest income
consists  of  dividends  received on the  Company's  investments  in  marketable
securities and interest income earned on cash and cash equivalents.

     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 months ended March 31, 2006,  the  Company's  income tax rate did not vary
significantly from the U.S. statutory rate. For the three months ended March 31,
2005,  the  Company's  income  tax rate  varied  from the  U.S.  statutory  rate
primarily due to changes in the deferred income tax valuation  allowance related
to the  Company's  tax  attributes  with  respect to the  "more-likely-than-not"
recognition  criteria  during  those  periods.  See  Note  11 to  the  Condensed
Consolidated Financial Statements and the 2005 Annual Report.

     In October  2004,  the American  Jobs Creation Act of 2004 was enacted into
law. The new law provides for a special deduction from U.S. taxable income equal
to a specified  percentage of a U.S.  company's  qualified  income from domestic
manufacturing  activities (as defined). Due to the utilization of existing NOLs,
the Company's  provision for income taxes for the first quarter of 2006 includes
a tax  benefit of $0.6  million  related to such  special  deduction  and no tax
benefit on the Company's income tax provision during the first quarter of 2005.

     Dividends on Series A Preferred  Stock.  Shares of the  Company's  Series A
Preferred  Stock are  convertible,  at any  time,  at the  option of the  holder
thereof,  into six and two-thirds shares of the Company's common stock,  subject
to adjustment in certain events. The Series A Preferred Stock is not mandatorily
redeemable,  but is  redeemable  at the  option  of the  Company  under  certain
circumstances.  When,  as and if declared by the  Company's  board of directors,
holders of the Series A Preferred Stock are entitled to receive  cumulative cash
dividends at the rate of 6.75% of the $50 per share  liquidation  preference per
annum per share  (equivalent  to $3.375 per annum per share).  The Company  paid
dividends  of $2.2 million and $3.3 million to holders of the Series A Preferred
Stock during the three months ended March 31, 2006 and 2005, respectively.

     European  operations.  The Company has  substantial  operations  located in
Europe,  principally  the  U.K.,  France  and  Italy.  Approximately  33% of the
Company's sales  originated in Europe for the three months ended March 31, 2006,
of which approximately 52% 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.

                                     - 21 -
<PAGE>

     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 loss of $0.4 million during the three months ended
March 31, 2006 and a gain of $0.3  million  during the three  months ended March
31, 2005. At March 31, 2006,  consolidated assets and liabilities denominated in
currencies other than functional currencies were approximately $41.8 million and
$32.6 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.  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.  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  Condensed   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.

     The  Company's  backlog  at the end of March 2006 was $925  million,  a $55
million (6%) increase over the $870 million  backlog at the end of December 2005
and a $435 million (89%)  increase  over the $490 million  backlog at the end of
March 2005.

     The Company  currently  expects  its full year 2006 sales  revenue to range
from $1.1  billion  to $1.2  billion,  a $100  million  increase  from the prior
forecast, primarily due to higher average selling prices.

     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 and energy costs. Raw material costs,  which include sponge,  scrap
and alloys,  represent the largest portion of the Company's  manufacturing  cost
structure,  and the Company  currently  expects it will  continue to  experience
increases in raw material costs during 2006.

     The Company now expects  operating  income for 2006 to increase $40 million
from  previous  guidance to between  $297  million and $322  million,  primarily
related to the effects of the higher average selling  prices,  offset in part by
higher raw material costs.

                                     - 22 -
<PAGE>

     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; and

     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.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  consolidated cash flows for the three months ended March 31,
2006 and 2005 are presented  below. The following  discussion  should be read in
conjunction with the Company's Condensed  Consolidated  Financial Statements and
Notes thereto.

<TABLE>
<CAPTION>
                                                                               Three months ended March 31,
                                                                        --------------------------------------------
                                                                               2006                    2005
                                                                        --------------------    --------------------
                                                                                      (In thousands)
Cash (used) provided by:
<S>                                                                     <C>                     <C>
   Operating activities                                                 $           9,431       $          21,607
   Investing activities                                                           (17,546)                (10,518)
   Financing activities                                                             2,246                  (4,453)
                                                                        --------------------    --------------------

   Net cash (used) provided by operating,
     investing and financing activities                                 $          (5,869)      $           6,636
                                                                        ====================    ====================
</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.

                                     - 23 -
<PAGE>

     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.

     Net income was $58.8  million for the three  months  ended March 31,  2006,
compared to $41.4 million for the three months ended March 31, 2005.

     Accounts  receivable  increased  during the first three  months of 2006 and
2005 primarily as a result of increased sales.  Inventories increased during the
first three months of 2006 and 2005 as a result of the effects of increased  raw
material costs, as well as increased capacity  utilization and related inventory
build in order to meet expected customer demand.

     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
during  the first  three  months  of 2006 in part to the  Company's  payment  of
previously  accrued  incentive  compensation  payments  related to services  its
employees performed during 2005. Accrued liabilities  increased during the first
three  months of 2005 in part due to a $1.6  million  increase in the  Company's
accrual for incentive compensation  payments,  which were paid during the second
quarter of 2005.

     The  increase in customer  advances  during the first three  months of 2005
primarily  reflects the Company's  receipt of a $27.9  million  advance from The
Boeing Company  ("Boeing") in January 2005,  partially offset by the application
of customer purchases.  Under the Company's previous long-term agreement ("LTA")
with Boeing,  the Company received an annual $28.5 million (less $3.80 per pound
of  titanium  product  sold to  Boeing  subcontractors  in the  preceding  year)
customer advance from Boeing in January of each year related to Boeing purchases
from TIMET for that year. Effective July 1, 2005, the Company entered into a new
LTA  with  Boeing,  pursuant  to  which,  beginning  in  2006,  the  take-or-pay
provisions  under the previous LTA were replaced  with an annual makeup  payment
early in the following  year in the event Boeing  purchases less than its annual
commitment in any year.  Accordingly,  there was no customer advance required to
be paid by Boeing in January 2006.

                                     - 24 -
<PAGE>

     The  Company  utilized  the  remainder  of  its  U.S.  net  operating  loss
carryforward  during the first  quarter of 2006,  which loss  carryforward  only
partially offset the first quarter U.S. current tax provision.  As a result, the
Company's  provision for income taxes  includes a provision  for current  income
taxes of  approximately  $28.1 million  (including a provision for U.S. taxes of
approximately  $19.3 million).  The Company also recognized a current income tax
benefit in the first quarter of 2006 of $5.3 million  related to the tax benefit
from the exercise of stock  options.  Such income tax benefit is recognized as a
direct  increase in additional  paid-in  capital,  in accordance  with GAAP. The
Company made cash payments for income taxes of $3.8 million in the first quarter
of 2006. As a result,  the Company's  net income taxes  payable  increased  from
$12.2 million at December 31, 2005 to $31.4  million at March 31, 2006.  Because
the Company fully utilized its U.S. net operating loss  carryforward  during the
first quarter of 2006 and the first quarter payments do not include US estimated
payments for 2006, the Company expects its cash paid for income taxes during the
remainder of 2006 will be significantly higher than the $3.8 million paid during
the first  quarter of the year.  See also "Results of Operations - Income taxes"
for further discussion of income taxes.

     Investing activities. The Company's capital expenditures were $16.9 million
for the three  months ended March 31,  2006,  compared to $11.1  million for the
comparable  period  in  2005,  principally  for  replacement  of  machinery  and
equipment and for capacity  maintenance.  The 2006 amount  includes $6.3 million
related to the Company's  sponge plant  expansion in Henderson,  Nevada and $1.1
million  related to the  Company's new electron beam cold hearth melt furnace at
its facility in Morgantown,  Pennsylvania. The 2005 amount includes $6.6 million
related to construction in progress on the Company's water conservation facility
in Henderson, Nevada.

     Financing activities. Cash provided during the three months ended March 31,
2006 related  primarily to $7.9 million of proceeds  from the issuance of common
stock upon  exercise  of options,  partially  offset by the  Company's  net debt
repayments  of $2.7 million and $2.2 million of dividends  paid on the Company's
Series A Preferred Stock. Cash used during the three months ended March 31, 2005
related  primarily to the Company's net debt  repayments of $2.2 million and the
payment of $3.3 million of dividends on the Company's  Series A Preferred Stock.
Additionally,  the Company  received  $1.0  million of cash from the issuance of
common stock related to the exercise of certain  employee  stock options  during
the 2005 period.

     During the first quarter of 2006,  113,400 of the Company's  BUCS that were
outstanding  at December  31, 2005 were  converted  into an aggregate of 303,678
shares of the Company's common stock, and 536,890 shares of the Company's Series
A Preferred  Stock were converted  into an aggregate of 3,579,258  shares of the
Company's  common  stock.  In  addition,  67 BUCS were  redeemed for cash by the
Company for an aggregate cost of $3 thousand.  Other than such redemption of the
BUCS, there was no cash impact to these  transactions.  See Notes 8 and 9 to the
Condensed Consolidated Financial Statements.

     Borrowing  arrangements.  On February 17, 2006, the Company  entered into a
new $175 million long-term credit  agreement,  replacing its previous U.S credit
agreement,  which was  terminated  on that date.  The U.S.  credit  agreement is
secured primarily by the Company's U.S. accounts receivable, inventory, personal
property,  intangible  assets,  a pledge of 65% of TIMET UK's common stock and a
negative pledge on U.S. fixed assets,  and matures in February 2011.  Borrowings
under the U.S.  credit  agreement  accrue  interest  at the U.S.  prime  rate or
varying  LIBOR-based  rates based on a quarterly  ratio of  outstanding  debt to
EBITDA as defined by the agreement.  The U.S. credit agreement also provides for
the issuance of up to $10 million of letters of credit.

                                     - 25 -
<PAGE>


     The new U.S. credit agreement contains certain restrictive  covenants that,
among other things,  limit or restrict the ability of the Company to incur debt,
incur liens, make investments,  make capital expenditures or pay dividends.  The
new U.S.  credit  agreement  also  requires  compliance  with certain  financial
covenants,  including a minimum  tangible  net worth  covenant,  a fixed  charge
coverage ratio and a leverage ratio,  and contains other covenants  customary in
lending  transactions  of this  type  including  cross-default  provisions  with
respect to other debt and obligations of the Company.  Borrowings  under the new
U.S.  credit  agreement  are  limited  to  the  lesser  of  $175  million  or  a
formula-determined  amount based upon U.S.  accounts  receivable,  inventory and
fixed assets (subject to pledging fixed assets). Such formula-determined  amount
only applies if borrowings  exceed 60% of the commitment  amount or the leverage
ratio exceeds a certain limitation.  The Company was in compliance with all such
covenants during the quarter ended March 31, 2006.

     Under the Company's  U.K.  facility,  TIMET UK may borrow up to (pound)22.5
million,  subject to a formula-determined  borrowing base derived from the value
of accounts receivable,  inventory and property, plant and equipment. Borrowings
under the U.K.  facility can be in various  currencies,  including U.S. dollars,
British pounds sterling and euros and are collateralized by substantially all of
TIMET UK's assets. Interest on outstanding borrowings generally accrues at rates
that vary from 1.125% to 1.375% above the lender's published base rate. The U.K.
facility  also  contains  financial  ratios and  covenants  customary in lending
transactions of this type, including a minimum net worth covenant.  TIMET UK was
in compliance with all covenants during the quarter ended March 31, 2006.

     As of March 31,  2006,  the Company  had  outstanding  borrowings  of $40.3
million under its U.S.  credit  agreement and $8.5 million under its U.K. credit
facilities.  As of  March  31,  2006,  the  weighted  average  interest  rate on
borrowings  outstanding  under  the  Company's  U.S.  credit  agreement  and the
Company's  U.K.  credit  facilities was 5.9% and 5.6%,  respectively.  Aggregate
unused  borrowing   availability  under  the  Company's  U.S.  and  U.K.  credit
facilities was approximately $161 million as of March 31, 2006.

     The Company also has  overdraft  and other credit  facilities at certain of
its other European subsidiaries, with aggregate unused borrowing availability of
$15 million at March 31, 2006. At March 31, 2006,  approximately $2.7 million of
letters of credit  had been  issued  under  these  facilities  and there were no
outstanding borrowings.

     No dividends were paid by TIMET on its common stock during the three months
ended March 31, 2006 or 2005. During the quarters ended March 31, 2006 and 2005,
the TIMET paid $2.2 million and $3.3 million in dividends,  respectively, on its
Series A Preferred Stock.

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

                                     - 26 -
<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
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 Mr.
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.

     The Company  completed a  two-for-one  split of its common stock  effective
after  the  close of  trading  on  February  16,  2006.  All share and per share
disclosures for all periods  presented have been adjusted to give effect to this
February  2006  stock  split.  On April  20,  2006,  the  Company  announced  an
additional two-for-one split of its common stock, which will be become effective
after the close of trading on May 15, 2006.  Because the  effective  date of the
May 15, 2006 split is after the date of issuance of these condensed consolidated
financial  statements,  the share and per share  disclosures  contained  in this
Quarterly  Report  have not been  adjusted  for the effects of this May 15, 2006
split.  See  Note 14 to the  Condensed  Consolidated  Financial  Statements  for
pro-forma  earnings per share amounts that give effect to the May 15, 2006 stock
split.

                                     - 27 -
<PAGE>

Item 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     For a  discussion  of the  Company's  market  risks,  refer to the Item 7A,
"Quantitative and Qualitative Disclosures About Market Risk," in the 2005 Annual
Report.  There have been no material  changes to the  information  provided that
would  require  additional  information  with  respect to the three months ended
March 31, 2006.

Item 4.       CONTROLS AND PROCEDURES

     Evaluation of disclosure  controls and procedures.  The Company maintains a
system of disclosure controls and procedures.  The term "disclosure controls and
procedures," as defined by Rule 13a-15(e) of the Securities Exchange Act of 1934
(the "Exchange  Act"), as amended,  means controls and other procedures 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  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 to be made regarding required disclosure.  Each of Steven
L. Watson,  the Company's  Chief  Executive  Officer,  and Bruce P. Inglis,  the
Company's  Vice  President  Finance,  have  evaluated the  Company's  disclosure
controls and procedures as of March 31, 2006. Based upon their  evaluation,  and
as a result of the material  weaknesses  identified  in the 2005 Annual  Report,
these executive officers have concluded that the Company's  disclosure  controls
and procedures are not effective as of March 31, 2006. The Company has performed
additional  procedures  in completing  these  Condensed  Consolidated  Financial
Statements  as of and for the  quarter  ended  March 31, 2006 to ensure that the
disclosures   included  were  fairly  presented  in  all  material  respects  in
accordance with GAAP.

     Scope of management's report on internal control over financial  reporting.
The Company also maintains internal control over financial  reporting.  The term
"internal control over financial reporting," as defined by rule 13a-15(f) of the
Exchange  Act,  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.

                                     - 28 -
<PAGE>


     Changes in internal  control over  financial  reporting.  There has been no
change to the Company's  internal  control over financial  reporting  during the
quarter  ended March 31, 2006 that has  materially  affected,  or is  reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.  The  Company is in the  process of  remediating  the three  material
weaknesses  discussed  in its 2005 Annual  Report and  continues  to work toward
completion of such  remediation  by or before  December 31, 2006.  To date,  the
Company has completed the following remediation activities:

     o    The Company has begun the process of hiring additional  accounting and
          finance personnel;

     o    The Company has begun to implement  additional levels of manual review
          and   authorization   of  journal  entries  at  the  majority  of  its
          significant locations,  with the expectation that the remainder of its
          locations will have most of these additional  controls in place by the
          end of the second  quarter  of 2006.  The  Company  will also begin to
          further explore its IT solution options in the second quarter of 2006;
          and

     o    The Company has continued to update  certain key  accounting  policies
          and  procedures and will continue to prioritize  the  preparation  and
          distribution  of such  key  policies  and  procedures  throughout  the
          remainder of 2006.

PART II. - OTHER INFORMATION

Item 1.       LEGAL PROCEEDINGS

     Reference  is  made  to Note  13 of the  Condensed  Consolidated  Financial
Statements,  which information is incorporated  herein by reference,  and to the
Company's 2005 Annual Report for  descriptions  of certain  previously  reported
legal proceedings.

Item 1A.      RISK FACTORS

     For a discussion of the risk factors  related to the Company's  businesses,
refer to Item 1A, "Risk Factors," in the 2005 Annual Report.  There have been no
material  changes to such risk  factors  during the three months ended March 31,
2006.

Item 6.       EXHIBITS

         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

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

        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 5430 LBJ
                Freeway, Suite 1700, Dallas, Texas 75240.

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<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: May 4, 2006      By  /s/ Steven L. Watson
                           ----------------------------------------------------
                           Steven L. Watson
                           Vice Chairman of the Board and Chief Executive
                           Officer

Date: May 4, 2006      By  /s/ Bruce P. Inglis
                           ----------------------------------------------------
                           Bruce P. Inglis
                           Vice President Finance
                           Principal Financial Officer

Date: May 4, 2006      By  /s/ Scott E. Sullivan
                           ----------------------------------------------------
                           Scott E. Sullivan
                           Vice President and Controller
                           Principal Accounting Officer



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