SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

 X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---      EXCHANGE ACT OF 1934 - For the quarter ended September 30, 2000
                                       OR
         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
---      EXCHANGE ACT OF 1934


                         Commission file number 0-28538




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




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





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




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


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


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


Number of shares of common stock outstanding on October 31, 2000: 31,841,405.
                                                                  -----------


<PAGE>





                           FORWARD-LOOKING INFORMATION

         The  statements  contained  in this  Report  on Form  10-Q  ("Quarterly
Report")  that  are  not  historical  facts,  including,  but  not  limited  to,
statements found in the Notes to Consolidated Financial Statements and under the
captions  "Results of Operations"  and "Liquidity and Capital  Resources"  (both
contained in  Management's  Discussion  and Analysis of Financial  Condition and
Results  of   Operations),   are   forward-looking   statements  that  represent
management's  beliefs and assumptions based on currently available  information.
Forward-looking  statements  can be  identified  by the  use of  words  such  as
"believes,"   "intends,"  "may,"  "will,"  "looks,"   "should,"   "anticipates,"
"expected" or comparable  terminology or by discussions of strategies or trends.
Although  the  Company  believes  that  the   expectations   reflected  in  such
forward-looking  statements are  reasonable,  it cannot give any assurances that
these  expectations  will prove to be correct.  Such  statements by their nature
involve  substantial risks and  uncertainties  that could  significantly  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  those  portions
referenced  above and those  described from time to time in the Company's  other
filings with the Securities and Exchange  Commission which include,  but are not
limited  to,  the  cyclicality  of  the  commercial   aerospace  industry,   the
performance of The Boeing Company and other aerospace  manufacturers under their
long-term  purchase  agreements with the Company,  global  economic  conditions,
global productive capacity for titanium,  changes in product pricing, the impact
of long-term  contracts  with vendors on the ability of the Company to reduce or
increase supply or achieve lower costs,  the  possibility of labor  disruptions,
control  by  certain   stockholders   and   possible   conflicts   of  interest,
uncertainties  associated  with new  product  development  and the supply of raw
materials and services 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>
<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                                      INDEX


                                                                                            Page
                                                                                           number

<S>                                                                                        <C>
PART I.       FINANCIAL INFORMATION

         Item 1.    Financial Statements.

                    Consolidated Balance Sheets - December 31, 1999 and
                      September 30, 2000                                                     2-3

                    Consolidated Statements of Operations - Three months and
                      nine months ended September 30, 1999 and 2000                           4

                    Consolidated Statements of Comprehensive Loss - Three
                      months and nine months ended September 30, 1999 and 2000                5

                    Consolidated Statements of Cash Flows - Nine
                      months ended September 30, 1999 and 2000                               6-7

                    Consolidated Statement of Stockholders' Equity - Nine
                      months ended September 30, 2000                                         8

                    Notes to Consolidated Financial Statements                              9-14

         Item 2.    Management's Discussion and Analysis of Financial
                      Condition and Results of Operations.                                  15-20

PART II.     OTHER INFORMATION

         Item 1.    Legal Proceedings.                                                       21

         Item 6.    Exhibits and Reports on Form 8-K.                                        21


</TABLE>
                                      -1-
<PAGE>
<TABLE>
<CAPTION>
                           TITANIUM METALS CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

                                                                            December 31,            September 30,
ASSETS                                                                          1999                    2000
                                                                         --------------------    --------------------
<S>                                                                             <C>                  <C>
Current assets:
  Cash and cash equivalents                                                     $  20,671            $       5,513
  Accounts and other receivables, less
    allowance of $3,330 and $3,128                                                106,204                   78,678
  Receivable from related parties                                                   4,071                    3,943
  Refundable income taxes                                                          10,651                    3,068
  Inventories                                                                     191,535                  145,985
  Prepaid expenses and other                                                        7,177                    7,181
  Deferred income taxes                                                             2,250                    2,220
                                                                         --------------------    --------------------
     Total current assets                                                         342,559                  246,588
                                                                         --------------------    --------------------


Other assets:
  Investments in joint ventures                                                    26,938                   19,785
  Preferred securities                                                             80,000                   80,000
  Accrued dividends on preferred securities                                         6,530                    8,083
  Goodwill                                                                         54,789                   50,311
  Other intangible assets                                                          16,326                   14,158
  Deferred income taxes                                                             9,600                   24,926
  Other                                                                            12,979                   11,259
                                                                         --------------------    --------------------
     Total other assets                                                           207,162                  208,522
                                                                         --------------------    --------------------


Property and equipment:
  Land                                                                              6,230                    6,144
  Buildings                                                                        24,647                   25,699
  Information technology systems                                                   55,226                   53,565
  Manufacturing and other                                                         331,591                  316,021
  Construction in progress                                                          8,122                    6,413
                                                                         --------------------    --------------------
                                                                                  425,816                  407,842
  Less accumulated depreciation                                                    92,432                  103,594
                                                                         --------------------    --------------------
     Net property and equipment                                                   333,384                  304,248
                                                                         --------------------    --------------------

                                                                                $ 883,105              $   759,358
                                                                         ====================    ====================
</TABLE>
                                      -2-
<PAGE>
<TABLE>
<CAPTION>

                           TITANIUM METALS CORPORATION

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)

LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY                     December 31,           September 30,
                                                                                1999                    2000
                                                                         -------------------    ---------------------
<S>                                                                            <C>                <C>
Current liabilities:
  Notes payable                                                                $   9,635          $     33,965
  Current maturities of long-term debt and
     capital lease obligations                                                    85,679                 1,968
  Accounts payable                                                                48,679                35,872
  Accrued liabilities                                                             42,879                32,807
  Payable to related parties                                                       1,984                 1,556
  Income taxes                                                                       516                 1,023
  Deferred income taxes                                                            5,049                 2,948
                                                                         -------------------    ---------------------
     Total current liabilities                                                   194,421               110,139
                                                                         -------------------    ---------------------

Noncurrent liabilities:
  Long-term debt                                                                  22,425                22,102
  Capital lease obligations                                                        9,776                 8,524
  Payable to related parties                                                       1,332                 1,332
  Accrued OPEB cost                                                               19,961                19,031
  Accrued pension cost                                                             5,634                 2,586
  Accrued environmental cost                                                           -                 3,262
  Deferred income taxes                                                           12,950                11,529
  Accrued dividends and other                                                          -                 7,834
                                                                         -------------------    ---------------------
     Total noncurrent liabilities                                                 72,078                76,200
                                                                         -------------------    ---------------------

Minority interest - Company-obligated mandatorily redeemable preferred
  securities of subsidiary trust holding solely subordinated debt securities
  ("Convertible Preferred Securities")                                           201,250               201,250
Other minority interest                                                            7,275                 7,895

Stockholders' equity:
  Preferred stock                                                                      -                     -
  Common stock                                                                       315                   319
  Additional paid-in capital                                                     347,984               350,035
  Retained earnings                                                               64,827                32,279
  Accumulated other comprehensive loss                                            (3,837)              (16,061)
  Treasury stock                                                                  (1,208)               (1,208)
  Deferred compensation                                                                -                (1,490)
                                                                         -------------------    ---------------------
     Total stockholders' equity                                                  408,081               363,874
                                                                         -------------------    ---------------------

                                                                               $ 883,105           $   759,358
                                                                         ===================    =====================
</TABLE>
Commitments and contingencies (Note 10)


          See accompanying notes to consolidated financial statements.
                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                           TITANIUM METALS CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                      (In thousands, except per share data)


                                                              Three months ended                   Nine months ended
                                                                 September 30,                       September 30,
                                                        --------------------------------    --------------------------------
                                                             1999              2000             1999              2000
                                                        ---------------    -------------    --------------    --------------
<S>                                                         <C>                <C>              <C>               <C>
Revenues and other income:
  Net sales                                                 $112,706          $106,730          $374,451         $320,279
  Equity in losses of joint ventures                            (409)             (232)           (1,489)            (957)
  Other, net                                                   1,768             1,432             3,547            5,191
                                                        ---------------    -------------    --------------    --------------
                                                             114,065           107,930           376,509          324,513
                                                        ---------------    -------------    --------------    --------------

Costs and expenses:
  Cost of sales                                              108,722           103,072           344,495          318,626
  Selling, general, administrative and
     development                                              11,286            11,202            36,653           33,833
  Restructuring charge                                             -                 -                 -            2,805
  Interest                                                     2,049             1,898             5,035            6,022
                                                        ---------------    -------------    --------------    --------------
                                                             122,057           116,172           386,183          361,286
                                                        ---------------    -------------    --------------    --------------

    Loss before income taxes,
      minority interest and extraordinary item                (7,992)           (8,242)          (9,674)          (36,773)

Income tax benefit                                            (2,796)           (2,834)          (3,384)          (12,871)
Minority interest - Convertible Preferred
  Securities                                                   2,166             2,166            6,500             6,524
Other minority interest                                          107               335            1,068             1,249
                                                        ---------------    -------------    --------------    --------------

    Loss before extraordinary item                            (7,469)           (7,909)         (13,858)          (31,675)

Extraordinary item, early extinguishment of
   debt, net of tax                                                -                 -                -              (873)
                                                        ---------------    -------------    --------------    --------------

    Net loss                                                $ (7,469)         $ (7,909)        $(13,858)         $(32,548)
                                                        ===============    =============    ==============    ==============

Basic and diluted loss per share:
  Before extraordinary item                                 $   (.24)         $   (.25)        $    (.44)        $  (1.01)
  Extraordinary item                                               -                 -                 -             (.03)
                                                        ---------------    -------------    --------------    --------------

                                                            $   (.24)         $   (.25)        $    (.44)        $  (1.04)
                                                        ===============    =============    ==============    ==============
Basic and diluted weighted
   average shares outstanding                                 31,369             31,374           31,371            31,373
                                                        ===============    =============    ==============    ==============
</TABLE>

          See accompanying notes to consolidated financial statements.
                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                           TITANIUM METALS CORPORATION

                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

                                 (In thousands)

                                                              Three months ended                   Nine months ended
                                                                 September 30,                       September 30,
                                                        --------------------------------    --------------------------------
                                                             1999              2000             1999              2000
                                                        ---------------    -------------    --------------    --------------
<S>                                                         <C>             <C>                 <C>           <C>
Net loss                                                    $ (7,469)       $    (7,909)        $(13,858)     $   (32,548)
Other comprehensive income (loss) -
   currency translation adjustment                             4,109             (4,447)          (2,506)         (12,224)
                                                        ---------------    -------------    --------------    --------------

     Comprehensive loss                                     $ (3,360)        $  (12,356)        $(16,364)     $   (44,772)
                                                        ===============    =============    ==============    ==============
</TABLE>

          See accompanying notes to consolidated financial statements.
                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                           TITANIUM METALS CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Nine months ended September 30, 1999 and 2000

                                 (In thousands)
                                                                                        1999               2000
                                                                                  ---------------    ---------------
<S>                                                                                  <C>             <C>
Cash flows from operating activities:
  Net loss                                                                           $ (13,858)      $    (32,548)
  Depreciation and amortization                                                         31,943             31,765
  Non cash restructuring charge                                                              -              2,405
  Non cash special charges                                                                   -              6,729
  Gain on sale of castings joint venture                                                     -             (1,205)
  Extraordinary loss on early extinguishment of debt, net                                    -                873
  Equity in losses of joint ventures, net of dividends received                          2,660              1,357
  Deferred income taxes                                                                 (2,426)           (15,461)
  Other minority interest                                                                1,068              1,249
  Other, net                                                                                 -                293
  Change in assets and liabilities:
    Receivables                                                                         26,307             21,323
    Inventories                                                                         20,492             37,840
    Prepaid expenses and other                                                           1,477               (382)
    Accounts payable and accrued liabilities                                           (31,502)           (18,821)
    Accrued restructuring charges                                                       (5,683)            (2,580)
    Income taxes                                                                         1,151              9,005
    Accounts with related parties, net                                                     797                 33
    Accrued dividends on preferred securities                                           (4,115)            (1,553)
    Accrued dividends on Convertible Preferred Securities                                    -              6,691
    Other, net                                                                          (7,310)            (5,735)
                                                                                  ---------------    ---------------

      Net cash provided by operating activities                                         21,001             41,278
                                                                                  ---------------    ---------------

Cash flows from investing activities:
  Capital expenditures                                                                 (18,672)            (6,652)
  Proceeds from sale of castings joint venture                                               -              7,000
  Proceeds from sales of property and equipment                                          3,043                 38
  Other, net                                                                               209                (74)
                                                                                  ---------------    ---------------

      Net cash provided (used) by investing activities                                 (15,420)               312
                                                                                  ---------------    ---------------

Cash flows from financing activities:
  Indebtedness:
    Borrowings                                                                          57,731            273,830
    Repayments                                                                         (66,944)          (330,677)
  Dividends paid                                                                        (3,764)                 -
  Other, net                                                                              (289)              (171)
                                                                                  ---------------    ---------------

      Net cash used by financing activities                                            (13,266)           (57,018)
                                                                                  ---------------    ---------------
      Net cash used by operating,
         investing and financing activities                                           $ (7,685)      $    (15,428)
                                                                                  ===============    ===============
</TABLE>
                                      -6-
<PAGE>
<TABLE>
<CAPTION>
                           TITANIUM METALS CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                  Nine months ended September 30, 1999 and 2000

                                 (In thousands)



                                                                      1999                2000
                                                                  --------------    -----------------
Cash and cash equivalents:
  Net increase (decrease) from:
<S>                                                                   <C>             <C>
    Operating, investing and financing activities                     $  (7,685)      $   (15,428)
    Currency translation                                                   (987)              270
                                                                  --------------    -----------------
                                                                         (8,672)          (15,158)
  Balance at beginning of period                                         15,464            20,671
                                                                  --------------    -----------------

  Balance at end of period                                            $   6,792       $     5,513
                                                                  ==============    =================
Supplemental disclosures:
  Cash paid for:
     Interest, net of amounts capitalized                             $   4,650       $     5,319
     Convertible Preferred Securities dividends                           9,999             3,333
     Income taxes (refund), net                                          (5,239)           (6,394)

</TABLE>

          See accompanying notes to consolidated financial statements.
                                      -7-
<PAGE>
<TABLE>
<CAPTION>
                           TITANIUM METALS CORPORATION

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      Nine months ended September 30, 2000

                                 (In thousands)


                                                                            Accumulated Other
                                                                           Comprehensive Loss
                                                 Additional            --------------------------
                                Common   Common   Paid-In    Retained    Currency      Pension    Treasury    Deferred
                                Shares   Stock    Capital    Earnings   Translation   Liabilities    tock    Compensation  Total
                               -------- -------- ----------- --------- ------------- ------------ ---------- ------------ ---------

<S>                             <C>      <C>      <C>        <C>        <C>            <C>        <C>         <C>
Balance at December 31, 1999    31,371   $ 315    $ 347,984  $ 64,827   $      (37)    $ (3,800)  $ (1,208)   $       -    $408,081

Comprehensive loss                   -       -            -   (32,548)     (12,224)           -          -            -     (44,772)
Long-term incentive plan
  awards for 467,500 shares        468       4        2,041         -            -            -          -       (2,045)          -
Amortization of deferred
   compensation                      -       -            -         -            -            -          -           555        555
Other                                2       -           10         -            -            -          -           -           10
                               -------- -------- ----------- --------- ------------- ------------ ---------- ------------ ---------

Balance at September 30, 2000   31,841   $ 319    $ 350,035  $ 32,279   $  (12,261)    $ (3,800)  $ (1,208)   $  (1,490)   $363,874
                               ======== ======== =========== ========= ============= ============ ========== ============ =========



</TABLE>

          See accompanying notes to consolidated financial statements.
                                      -8-
<PAGE>
                           TITANIUM METALS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of presentation:

         The consolidated balance sheet of Titanium Metals Corporation ("TIMET")
and  subsidiaries  (collectively,  the  "Company") at December 31, 1999 has been
condensed from the Company's audited  consolidated  financial statements at that
date. The consolidated  balance sheet at September 30, 2000 and the consolidated
statements of  operations,  comprehensive  loss,  stockholders'  equity and cash
flows  for the  interim  periods  ended  September  30,  1999 and 2000 have been
prepared  by the  Company  without  audit.  In the  opinion of  management,  all
adjustments  necessary to present fairly the  consolidated  financial  position,
results of operations  and cash flows have been made.  The results of operations
for interim periods are not necessarily indicative of the operating results of a
full  year or of  future  operations.  Certain  prior  year  amounts  have  been
reclassified to conform to the current year presentation.

         Certain  information  and  footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  condensed  or  omitted.  The  accompanying  consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial  statements  included in the Company's  Annual Report on Form 10-K for
the year ended December 31, 1999 (the "1999 Annual Report").

         The Company  will adopt  Statement of  Financial  Accounting  Standards
("SFAS")  No.  133,   "Accounting   for  Derivative   Instruments   and  Hedging
Activities",  as amended,  no later than the first quarter of 2001. SFAS No. 133
establishes accounting standards for derivative  instruments,  including certain
derivative instruments embedded in other contracts,  and for hedging activities.
Under SFAS No. 133,  all  derivatives  will be  recognized  as either  assets or
liabilities and measured at fair value. The accounting for changes in fair value
of derivatives will depend upon the intended use of the derivative.  The Company
is currently  studying this new accounting rule, and the impact of adopting SFAS
No. 133, if any, will be dependent  upon the extent to which the Company is then
a party to derivative  contracts or engaged in hedging activities.  As permitted
by the  transition  requirements  of SFAS No. 133, as amended,  the Company will
exempt  from the scope of SFAS No. 133 all host  contracts  containing  embedded
derivatives which were issued or acquired prior to January 1, 1999.

         The Company will adopt the Securities and Exchange Commission's ("SEC")
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition", as amended, in
the fourth  quarter of 2000. SAB No. 101 provides  guidance on the  recognition,
presentation and disclosure of revenue, including specifying basic criteria that
must be met before  revenue  can be  recognized.  The Company  expects  that the
adoption  of SAB No.  101 will not have a  material  impact on its  consolidated
financial position, liquidity or results of operations.

         Basic  earnings  per share is based on the weighted  average  number of
unrestricted  common shares outstanding during each period (See Note 7). Diluted
earnings  per share  reflects  the  dilutive  effect of  common  stock  options,
restricted  stock  and,  if  applicable,   of  the  assumed  conversion  of  the
Convertible  Preferred  Securities.  The assumed  conversion of the  Convertible
Preferred Securities was omitted from the diluted earnings per share calculation
for the interim periods ended September 30, 1999 and 2000 because the effect was
antidilutive.  The effect of the  conversion  on diluted  earnings per share for
both the 1999 and 2000 nine-month periods would have been to decrease net losses
by $6.5 million and increase  average shares  outstanding by 5.4 million shares.
Stock options and  restricted  shares  omitted from diluted  shares because they
were  antidilutive  were 1.9  million  and 2.2  million  in the  quarters

                                      -9-
<PAGE>
ended September 30, 1999 and 2000, respectively,  and were 1.7 million and 2.0
million in the 1999 and 2000 nine-month periods, respectively.

Note 2 - Segment information:

         The Company is a  vertically  integrated  producer of titanium  sponge,
melted  products  (ingot and slab) and a variety of mill products for aerospace,
industrial  and other  applications.  The Company's  production  facilities  are
located  principally  in the United States,  United Kingdom and France,  and its
products are sold throughout the world.  These worldwide  integrated  activities
compose the Company's segment, "Titanium melted and mill products."

         The "Other"  segment  consisted of the  Company's  nonintegrated  joint
ventures, which investments have been either sold or charged off due to an asset
impairment.

         Operating  income  (loss),   inventory  and  receivables  are  the  key
management measures used to evaluate segment performance.  Operating loss of the
"Titanium melted and mill products"  segment for the nine months ended September
30, 2000 includes  special items  recorded in the first quarter of 2000 of $10.4
million,  consisting of $3.7 million of restructuring  charges,  $3.4 million of
equipment-related   impairment   charges  and  $3.3  million  of   environmental
remediation charges.  The restructuring  accrual was revised and a credit of $.9
million was recorded in the second  quarter of 2000 (See Note 4).  Substantially
all  inventories  and  receivables  at December 31, 1999 and September 30, 2000,
along  with   substantially   all  depreciation  and  amortization  and  capital
expenditures  for the interim periods ended September 30, 1999 and 2000,  relate
to the "Titanium melted and mill products" segment.

                                      -10-

<PAGE>
<TABLE>
<CAPTION>
                                                         Three months ended                 Nine months ended
                                                           September 30,                      September 30,
                                                   -------------------------------    -------------------------------
                                                       1999             2000              1999             2000
                                                   -------------    --------------    -------------    --------------
                                                           (In thousands)                     (In thousands)
<S>                                                    <C>              <C>              <C>               <C>
Net sales:
  Titanium mill & melted products                    $  112,835       $   106,730        $ 374,076      $  320,279
  Other                                                     294                 -            1,631               -
  Eliminations                                             (423)                -           (1,256)              -
                                                   -------------    --------------    -------------    --------------

                                                     $  112,706       $   106,730        $ 374,451      $   320,279
                                                   =============    ==============    =============    ==============


Mill products shipments:
  Volume (metric tons)                                    2,800             2,840            8,600            8,430
  Average price ($ per kilogram)                     $    31.75       $     28.20        $   33.75      $     29.20

Operating (loss):
  Titanium mill & melted products                    $   (7,298)      $    (7,669)       $  (6,664)     $   (35,513)

  Other                                                    (543)                -           (1,551)               -
                                                   -------------    --------------    -------------    --------------
                                                         (7,841)           (7,669)          (8,215)         (35,513)
Dividends and interest income                             1,359             1,542            4,422            4,592
General corporate income
  (expense), net                                            539              (217)            (846)             170
Interest expense                                         (2,049)           (1,898)          (5,035)          (6,022)
                                                   -------------    --------------    -------------    --------------

Loss before income
  taxes, minority interest and
  extraordinary item                                  $  (7,992)       $   (8,242)       $  (9,674)     $   (36,773)
                                                   =============    ==============    =============    ==============

 Equity in income (loss) of joint ventures:
     Titanium mill & melted products                  $     137        $     (232)       $      119     $      (957)
     Other                                                 (546)                -            (1,608)              -
                                                   -------------    --------------    -------------    --------------

                                                      $    (409)       $     (232)       $   (1,489)    $      (957)
                                                   =============    ==============    =============    ==============
</TABLE>
<TABLE>
<CAPTION>


                                                               December 31,             September 30,
                                                                   1999                     2000
                                                            --------------------    ----------------------
                                                                           (In thousands)
<S>                                                               <C>                    <C>
Investment in joint ventures:
   Titanium mill and melted products                              $  21,143               $  19,785
   Other                                                              5,795                       -
                                                            --------------------    ----------------------

                                                                  $  26,938               $  19,785
                                                            ====================    ======================
</TABLE>

                                      -11-
<PAGE>
<TABLE>
<CAPTION>

Note 3 - Inventories:

                                                               December 31,           September 30,
                                                                   1999                    2000
                                                            -------------------    ---------------------
                                                                          (In thousands)
<S>                                                             <C>                   <C>
Raw materials                                                   $   45,004            $     27,804
Work-in-process                                                     69,809                  81,026
Finished products                                                   83,893                  46,739
Supplies                                                            18,329                  15,916
                                                            -------------------    ---------------------
                                                                   217,035                 171,485
Less adjustment of certain
   inventories to LIFO basis                                        25,500                  25,500
                                                            -------------------    ---------------------

                                                                $  191,535            $    145,985
                                                            ===================    =====================
</TABLE>
<TABLE>
<CAPTION>
Note 4 - Accrued liabilities:

                                                               December 31,            September 30,
                                                                   1999                    2000
                                                           ---------------------    --------------------
                                                                          (In thousands)
<S>                                                             <C>                    <C>
OPEB cost                                                       $   3,269              $      2,848
Pension cost                                                        1,287                       951
Other employee benefits                                            14,375                    14,177
Deferred income                                                     9,295                     3,318
Environmental costs                                                 1,238                       764
Restructuring costs                                                 1,490                     1,567
Taxes, other than income                                            1,209                     1,712
Accrued dividends - Convertible Preferred Securities                1,111                         -
Other                                                               9,605                     7,470
                                                           ---------------------    --------------------

                                                                $  42,879               $    32,807
                                                           =====================    ====================
</TABLE>

         Accrued  restructuring  costs at  September  30, 2000 consist of unpaid
personnel severance and benefits and other exit costs,  primarily carrying costs
on closed  leased  facilities,  relating to the  Company's  restructuring  plans
implemented during the last three years.  During the nine months ended September
30,  2000,  payments of $.2  million,  $.6 million and $2.2 million were applied
against  the  accrued  costs   related  to  the  1998,   1999  and  2000  plans,
respectively.  In the second  quarter of 2000,  the  restructuring  accrual  was
reduced   by   $.9   million   primarily   related   to  a   reduction   in  the
previously-reported  number of employee  terminations from 250 to 200 people due
to production levels that are now expected to be somewhat higher than previously
anticipated.  As of September 30, 2000, the nominal amount of remaining  accrued
costs related to the 1998 restructuring plan is expected to be paid by year end.
Most of the remaining  accrued costs related to the 1999 plan are expected to be
paid  by year  end,  although  certain  payments,  for  items  such  as  benefit
continuation  for  terminated   employees,   are  expected  to  be  paid  later.
Substantially  all of the accrued costs related to the 2000 plan are expected to
be paid by mid-2001. See also "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

                                      -12-
<PAGE>
<TABLE>
<CAPTION>

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

                                                            December 31,           September 30,
                                                                1999                   2000
                                                         -------------------    -------------------
                                                                       (In thousands)
<S>                                                         <C>                    <C>
Notes payable:
   U.S. credit agreement                                    $         -           $     28,555
   European credit agreements                                     9,635                  5,410
                                                         -------------------    -------------------
                                                            $     9,635           $    33,965
                                                         ===================    ===================

Long-term debt:
   Bank credit agreement - U.S.                             $    85,000           $          -
   Bank credit agreement - U.K.                                  21,867                 23,236
   Other                                                            922                    650
                                                         -------------------    -------------------
                                                                107,789                 23,886
   Less current maturities                                       85,364                  1,784
                                                         -------------------    -------------------
                                                            $    22,425           $     22,102
                                                         ===================    ===================

Capital lease obligations                                   $    10,091           $      8,708
Less current maturities                                             315                    184
                                                         -------------------    -------------------
                                                            $     9,776           $      8,524
                                                         ===================    ===================
</TABLE>

        The weighted average interest rate  on borrowings outstanding under the
U.S.  and  U.K. credit agreements at September  30,  2000  was  8.9%  and  7.5%,
respectively.  As of September  30,  2000,  the Company had  approximately  $106
million of unused  borrowing  availability  under its U.S. and  European  credit
agreements.

Note 6 - Accrued dividends and other:

         Accrued  dividends  and  other  consists  primarily  of  principal  and
interest  on  the  Company's  Convertible  Preferred  Securities.   The  Company
exercised its right under the terms of the Convertible  Preferred  Securities to
defer future dividend  payments on these securities  beginning with the dividend
payment due June 1, 2000. The securities  permit  deferral of dividend  payments
for up to 20 consecutive quarters,  although interest will continue to accrue at
the coupon rate on the principal and unpaid  dividends.  See also  "Management's
Discussion and Analysis of Financial Condition and Results of Operations".

Note 7 - Stockholders' equity:

         During the second quarter of 2000, the Company  awarded  467,500 shares
of TIMET  restricted  common stock,  under its Long-Term  Performance  Incentive
Plan, to certain of its officers and employees.  The  restrictions  on the stock
grants lapse ratably on an annual basis over a five-year  period.  Since holders
of restricted stock have all the rights of other common stockholders, subject to
forfeiture  unless  certain  periods of employment  are  completed,  all of such
shares  of  restricted   stock  are  considered  to  be  currently   issued  and
outstanding.  The market value of the restricted stock awards was  approximately
$2 million on the date of grant  ($4.375  per  share),  and this amount has been
recorded as deferred compensation, a separate component of stockholders' equity.
The Company amortizes deferred  compensation to expense on a straight-line basis
for each  tranche  of the award over the period  during  which the  restrictions
lapse.

                                      -13-
<PAGE>
Note 8 - Income taxes:

         The difference between the Company's income tax benefit attributable to
pretax  loss and the  amounts  that  would be  expected  using the U.S.  federal
statutory income tax rate of 35% is summarized below.
<TABLE>
<CAPTION>
                                                                    Nine months
                                                                  ended September 30,
                                                           -------------------------------
                                                               1999              2000
                                                           -------------     -------------
                                                                   (In thousands)
<S>                             <C>                           <C>               <C>
Expected income tax benefit, at 35%                           $ (3,386)         $(12,871)
Non-U.S. tax rates                                                 624               873
U.S. state income taxes, net                                      (521)              127
Dividends received deduction                                    (1,036)           (1,030)
Valuation allowance                                                  -                59
Other, net                                                         935               (29)
                                                           -------------     -------------

                                                              $ (3,384)         $(12,871)
                                                           =============     =============
</TABLE>


         Minority interest - Convertible  Preferred  Securities is stated net of
income  tax  benefits  of $3.5  million  in both the  1999  and 2000  nine-month
periods.  The extraordinary loss for the 2000 nine-month period is stated net of
income tax benefits of $.4 million.

Note 9 - Ownership structure:

         At September  30,  2000,  Tremont Corporation held approximately 39% of
TIMET's  outstanding common stock. The Combined Master Retirement Trust, a trust
formed by Valhi,  Inc.  to  permit  the  collective  investment  by trusts  that
maintain  the  assets of certain  employee  benefit  plans  adopted by Valhi and
related  companies,  held an additional 8% of TIMET's common stock.  Valhi, Inc.
and  other  entities   related  to  Harold  C.  Simmons  held  an  aggregate  of
approximately 79% of Tremont's  outstanding  common stock at September 30, 2000.
Mr. Simmons may be deemed to control each of Valhi, Tremont and TIMET.

Note 10 - Commitments and contingencies:

         Long-term  Agreements.  In March  2000,  the  Company  filed a  lawsuit
against The Boeing Company seeking  damages  estimated in excess of $600 million
in connection with the Company's  long-term sales agreement with Boeing. In June
2000, Boeing filed its answer to TIMET's complaint denying  substantially all of
TIMET's  allegations  and making  certain  counterclaims  against  TIMET.  TIMET
believes such  counterclaims  are without merit and intends to vigorously defend
against such claims.  The litigation is progressing in the discovery phase and a
court date has been set for the end of  January  2002.  Since  April  2000,  the
Company and Boeing have been in  discussions to determine if a settlement can be
reached. Those discussions are on going; however, no assurance can be given that
a settlement will be achieved.

         For additional  information  concerning  certain legal  proceedings and
certain  contingencies  related  to the  Company,  see  (i)  Part  I,  Item 2 --
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  (ii) Part II,  Item 1 -- "Legal  Proceedings,"  and (iii) the 1999
Annual Report.

                                      -14-
<PAGE>
<TABLE>
<CAPTION>
Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS

Net Sales and Operating Loss

                                                           Three months ended             Nine months ended
                                                             September 30,                  September 30,
                                                       ---------------------------    --------------------------
                                                          1999           2000            1999           2000
                                                       -----------    ------------    -----------    -----------
                                                             (In millions)                  (In millions)

<S>                                                    <C>            <C>              <C>           <C>
Net sales                                              $ 112.7         $106.7           $374.5        $ 320.3
Operating loss                                         $  (7.8)        $ (7.7)          $ (8.2)       $ (35.5)

Percent change in:
     Mill product sales volume                                            +1%                             -2%
     Mill product average selling prices                                  -6%                             -7%
     Ingot and slab sales volume                                         +71%                            +18%
     Ingot and slab average selling prices                                 0%                             -3%
</TABLE>

         The Company's results of operations before previously  reported special
items for the nine months ended September 30, 2000 decreased from the comparable
period in 1999 due  primarily to a 7% decline in average  mill  product  selling
prices caused by lower demand in the aerospace  market and  competitive  pricing
pressures in certain product lines. Mill product sales volume for the first nine
months of 2000 decreased 2% from the comparable  period in 1999.  Ingot and slab
sales volume,  which represents about 11% of the Company's net sales,  increased
18% for the first nine  months of 2000 as compared  to  year-ago  levels,  while
average  selling  prices  declined 3%. Net sales of $106.7  million in the third
quarter of 2000 were 5% lower than the  year-ago  period  resulting  principally
from a 6% decline in average mill product selling prices offset by a 1% increase
in sales volume.  Ingot and slab volume for the third quarter of 2000  increased
71% from year-ago levels, while average selling prices were unchanged.

         As compared to the second quarter of 2000, mill product sales volume in
the third  quarter of 2000  decreased  2%,  while  average  selling  prices were
unchanged. Ingot and slab sales volume in the third quarter of 2000 increased 5%
compared to the second quarter of 2000,  while average selling prices  increased
2%.

         Cost of sales  (excluding  special charges of $6.7 million in the first
quarter of 2000) as a percentage  of net sales in the third  quarter and for the
first  nine  months  of 2000  (97% and  97%,  respectively)  increased  from the
comparable  periods  in 1999 (96% and 92%,  respectively)  primarily  due to the
reduction in selling  prices more than  offsetting  the benefits  received  from
various cost reduction programs.

         As  previously  reported,  the  Company  implemented  a plan to address
then-current market and operating conditions,  which resulted in the recognition
of a $3.7 million  restructuring charge in the first quarter of 2000. During the
second  quarter of 2000,  the  restructuring  accrual was reduced by $.9 million
primarily related to a reduction in the  previously-reported  number of employee
terminations  from 250 to 200 people due to production  levels that are expected
to be  somewhat  higher  than  previously  anticipated.  The  $2.8  million  net
restructuring  charge is included in the operating loss of the "Titanium  melted
and mill  products"  segment in 2000 and is  principally  related  to  personnel
severance and benefits for the approximately 200 employees terminated.

                                      -15-
<PAGE>
         In September 2000, the Company entered into a new, four year collective
bargaining  agreement  with the  union  representing  approximately  250  hourly
production and maintenance  workers at its Henderson,  Nevada facility.  The new
agreement, which expires in October 2004, provides for modest increases in wages
and pensions over its term.

         Net  sales  of  the  "Other"   segment   consisted  of  the   Company's
nonintegrated joint ventures, which investments have been either sold or charged
off due to an asset impairment. Equity losses in the "Other" segment were nil in
the 2000 periods  principally as a result of the Company's no longer recognizing
its share of losses  associated  with  nonintegrated  joint  ventures  that were
charged off in the fourth quarter of 1999.

         The  Company's  firm  order  backlog at the end of  September  2000 was
approximately  $200  million.  Comparable  backlogs  at the end of June 2000 and
September 1999 were approximately  $160 million and $260 million,  respectively.
The Company  believes  the  increase in backlog  primarily  reflects  the normal
seasonal order cycle of the Company's customer base.

         During the third quarter the Company  announced selling price increases
on certain products.  The price increases did not apply to existing backlog,  to
orders  under  existing  long-term  agreements  containing  specific  provisions
governing  selling prices,  or to orders for industrial  products.  Accordingly,
only about 35% of the Company's sales volume is expected to be eligible for such
price  increases.  The average  prices on eligible new orders have thus far been
substantially  in  line  with  the  new  price  list.  However,  the  volume  of
transactions  to which such price  increases are applicable has been  relatively
low given the short time period since the announcement,  and the Company expects
the price increases will not have any  significant  effect on TIMET's results of
operations  in the fourth  quarter of 2000.  The  Company is also  currently  in
negotiations with several customers  regarding product  requirements and pricing
for 2001.  Until such  negotiations  are concluded the Company cannot  determine
what  sales  volume or  selling  prices  will  actually  be  realized  with such
customers.

         The Company  believes  the  excess  amount of  titanium  that  has been
present in the supply  chain this year will have been  significantly  reduced by
year end and is expected to have less of an impact on the  Company's  results of
operations in 2001. Current  indications are that sales and operating results in
the fourth  quarter  of 2000 will be  similar  to those in the third  quarter of
2000.

         The Company  believes  worldwide  industry mill product  shipments will
aggregate  approximately  48,000  metric  tons in 2000.  The  Company  currently
projects that worldwide industry mill product shipments will increase in 2001 by
approximately  10% to 53,000  metric tons.  The  expected  increase is primarily
attributable  to an  anticipated  increase  in  demand  for  aerospace  products
resulting  from an increase in the number of aircraft  forecasted to be produced
and a decrease in the amount of excess titanium in the supply chain as mentioned
above. According to the Airline Monitor, a leading aerospace publication,  large
commercial  aircraft  build rates at Boeing and Airbus  combined are expected to
increase from 786 planes in 2000 to 866 planes in 2001 and 918 planes in 2002.

         Principally  as a result of the  anticipated  increase  in  demand  for
titanium aerospace products, TIMET currently expects its sales volume in 2001 to
increase by up to 15% from 2000 levels.  Sales revenue is expected to be between
$450 million and $500 million in 2001,  reflecting  the  anticipated  additional
sales volume,  certain price increases,  and anticipated changes in product mix.
TIMET presently expects to report operating and net losses in 2001; however, the
Company  believes  the losses in 2001 will be  substantially  reduced  from 2000
levels.

                                      -16-
<PAGE>
         The Company has  substantial  operations  and assets located in Europe,
principally the United  Kingdom,  with smaller  operations in France,  Italy and
Germany.  Titanium  is a  worldwide  market  and  the  factors  influencing  the
Company's U.S. and European operations are substantially similar.

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

         The  U.S.  dollar  sales  and  purchases  of  the  Company's   European
operations   described  above  provide  some  natural  hedge  of  non-functional
currencies,  and the  Company  does not use  currency  contracts  to  hedge  its
currency exposures. Net currency transaction losses were $1.0 million during the
nine months  ended  September  30,  2000 and during the same period in 1999.  At
September  30,  2000,   consolidated  assets  and  liabilities   denominated  in
currencies other than functional  currencies were  approximately $20 million and
$15 million,  respectively,  consisting  primarily of U.S. dollar cash, accounts
receivable, accounts payable and borrowings.

         Dividends and Interest  Income.  Dividends and interest income consists
principally  of dividends on $80 million of non-voting  preferred  securities of
Special Metals Corporation which accrue at an annual rate of 6.625%.

         General  Corporate  Income  (Expense),  Net.  General  corporate income
(expense),  net  includes  currency  transaction  losses  described  above.  The
reduction in general  corporate  income in the third quarter of 2000 as compared
to the  year-ago  period is  primarily  due to  increased  currency  transaction
losses.  The  decrease in general  corporate  expense for the nine months  ended
September  30, 2000 is due to a $1.2 million  gain on the sale of the  Company's
interest in its castings joint venture in the first quarter of 2000.

         Interest  Expense.  Interest  expense  in the  third  quarter  of  2000
decreased $.2 million from the comparable  period in 1999 due to the net effects
of  lower  average  outstanding   borrowings  and  a  lower  level  of  interest
capitalized  in the 2000  period.  Interest  expense for the nine  months  ended
September 30, 2000 increased $1.0 million from the comparable 1999 period due to
the net effects of increased  interest  rates  related to the  Company's  credit
facilities completed in February 2000, lower average outstanding  borrowings and
a lower level of interest capitalized in the 2000 period.

        Income  Taxes.  The Company operates in several tax jurisdictions and is
subject to various income tax rates. As a result, the geographical mix of pretax
income  (loss) can impact the Company's  effective  tax rate.  See Note 8 to the
Consolidated Financial Statements.

         Minority   Interest.   Dividends   related  to  the  Company's   6.625%
Convertible  Preferred Securities  approximated $10 million in both the 1999 and
2000 nine month periods, and are reported as minority interest, net of allocable
income taxes.

                                      -17-
<PAGE>
         New Accounting  Principles Not Yet Adopted. The Company will adopt SFAS
No. 133,  "Accounting  for Derivative  Instruments  and Hedging  Activities," as
amended,  no later  than the first  quarter of 2001.  SFAS No.  133  establishes
accounting  standards for derivative  instruments,  including certain derivative
instruments embedded in other contracts, and for hedging activities.  Under SFAS
No. 133, all derivatives  will be recognized as either assets or liabilities and
measured at fair value.  The accounting for changes in fair value of derivatives
will depend upon the  intended use of the  derivative.  The Company is currently
studying this new  accounting  rule, and the impact of adopting SFAS No. 133, if
any,  will be dependent  upon the extent to which the Company is then a party to
derivative  contracts  or engaged in hedging  activities.  As  permitted  by the
transition  requirements  of SFAS No. 133, as amended,  the Company  will exempt
from  the  scope  of  SFAS  No.  133  all  host  contracts  containing  embedded
derivatives which were issued or acquired prior to January 1, 1999.

         The Company will adopt the SEC's Staff Accounting  Bulletin ("SAB") No.
101, "Revenue  Recognition," as amended,  in the fourth quarter of 2000. SAB No.
101  provides  guidance  on the  recognition,  presentation  and  disclosure  of
revenue, including specifying basic criteria that must be met before revenue can
be  recognized.  The Company  expects  that the adoption of SAB No. 101 will not
have a material  impact on its  consolidated  financial  position,  liquidity or
results of operations.

                                      -18-
<PAGE>
                         LIQUIDITY AND CAPITAL RESOURCES

         At  September  30,  2000,  the Company had net debt of $52 million ($58
million  of  notes  payable  and  long-term  debt  and $6  million  of cash  and
equivalents).  The Company  also had  approximately  $106  million of  borrowing
availability  under its U.S. and European credit lines. The Company believes its
U.S. and European credit lines will provide it with the liquidity  necessary for
current  market  and  operating  conditions.  See  Note  5 to  the  Consolidated
Financial Statements.

         Operating  Activities.  Cash provided by operating  activities  was $41
million for the nine-month  period ended September 30, 2000, up from $21 million
for the same period in 1999, as summarized below.
<TABLE>
<CAPTION>
                                                                           Nine months ended
                                                                             September 30,
                                                                   --------------------------------
                                                                      1999               2000
                                                                   -------------    ---------------
                                                                           (In millions)
<S>                                                                   <C>           <C>
Cash provided (used) by:
    Operating activities:
      Excluding changes in assets and liabilities                     $    19.4         $    (4.5)
      Changes in assets and liabilities                                     1.6              45.8
                                                                   -------------    ---------------
                                                                           21.0              41.3
    Investing activities                                                  (15.4)               .3
    Financing activities                                                  (13.3)            (57.0)
                                                                   -------------    ---------------

      Net cash used by operating, investing
         and financing activities                                      $   (7.7)        $   (15.4)
                                                                   =============    ===============
</TABLE>

         Cash  from  operating  activities,  excluding  changes  in  assets  and
liabilities,  generally  followed  the trend in  operating  results as operating
losses  increased to $35.5 million for the first nine months of 2000 as compared
to $8.2 million for the  comparable  1999 period.  Results of operations in 2000
included non-cash special charges of $6.7 million.

         Changes  in assets  and  liabilities  reflect  primarily  the timing of
purchases,  production  and  sales  and can vary  significantly  from  period to
period.  The  Company's  plan to  address  current  market  conditions  includes
effective working capital management,  particularly inventories and receivables,
both of which were  reduced in the first nine  months of 2000.  The  significant
reduction in receivables in the first nine months of 2000 was also  attributable
to $16  million  of  customer  payments  received  in the first  quarter of 2000
related to a bill-and-hold  shipment from 1999. The Company received tax refunds
of $7.4 million during the first nine months of 2000.

         Dividends  on the $80  million of Special  Metals  Corporation  ("SMC")
6.625% convertible  preferred securities held by the Company had previously been
deferred  by SMC due to  limitations  imposed by SMC's bank  credit  agreements.
However,  the Company  received  two  quarterly  dividends  of $1.3  million per
quarter  during the first nine  months of 2000.  In October  2000,  the  Company
received  an  additional  quarterly  dividend of $1.3  million.  There can be no
assurances  that TIMET will  continue  to receive  regular  quarterly  dividends
during 2001.

                                      -19-
<PAGE>
         Investing  Activities.  The Company's  capital  expenditures  were $6.7
million for the nine months ended  September  30, 2000 compared to $18.7 million
for the same  period in 1999.  Capital  expenditures  for 2000 are  expected  to
approximate  $10 million and are planned to include those  principally  intended
for capital maintenance and environmental,  health and safety purposes. Proceeds
from the sale of property and equipment in 1999 included the sale of an interest
in a corporate  aircraft and assets sold as part of the Company's  restructuring
activities.

         In the first  quarter of 2000,  the  Company  sold its  interest in the
castings joint venture to Wyman-Gordon for $7 million and recorded a pretax gain
of $1.2 million.

         Financing  Activities.  Net  repayments in the  2000  period reflect
reductions  of  outstanding  borrowings  principally in the  U.S. resulting from
collection of receivables,  reduction  in  inventories  and  the  sale  of  the
castings joint venture. Net repayments in 1999 reflect reductions of outstanding
borrowings in both the U.S. and U.K.

         In  November  1999,  TIMET's  Board of  Directors  voted to suspend the
regular quarterly dividend on the Company's common stock in view of, among other
things,  the  continuing  weakness in overall  market demand for titanium  metal
products.  The  Company's  U.S.  credit  agreement  now prohibits the payment of
dividends on the Company's common stock.

         The Company's Convertible Preferred Securities do not require principal
amortization, and TIMET has the right to defer dividend payments for one or more
periods  of up  to 20  consecutive  quarters  for  each  period.  As  previously
reported,  the Company has exercised its right to defer future dividend payments
on these  securities  for a period of 10 quarters  (subject to possible  further
extension for up to an additional 10 quarters),  although interest will continue
to  accrue  at the  coupon  rate on the  principal  and  unpaid  dividends.  The
Company's goal is to resume  dividends on the Convertible  Preferred  Securities
when the outlook for TIMET's results from operations improves substantially.  As
of September 30, 2000, accrued dividends on the Company's Convertible Securities
are reflected as noncurrent liabilities in the consolidated balance sheet.

         Environmental  and  Legal Matters.  See  Note  10  to the Consolidated
Financial Statements for a discussion of environmental and legal matters.

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

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

                                      -20-
<PAGE>
                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.

         Reference is made to Note 10 of the Consolidated  Financial  Statements
and to the Company's 1999 Annual Report for  descriptions of certain  previously
reported legal proceedings.

         In September 2000, the Company was named in an action filed by the U.S.
Equal Employment  Opportunity Commission in federal district court in Las Vegas,
Nevada  (U.S.  Equal  Employment   Opportunity  Commission  v.  Titanium  Metals
Corporation,  CV-S-00-1172DWH-RJJ).  The complaint  alleges that several  female
employees at the  Company's  Henderson,  Nevada plant were the subject of sexual
harassment.  The Company  intends to vigorously  defend this action,  but in any
event does not presently  anticipate that any adverse outcome in this case would
be material to TIMET's consolidated financial position, results of operations or
liquidity.


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

  (a)  Exhibits:

      27.1     Financial Data Schedule for the quarter ended September 30, 2000.

  (b)  Reports on Form 8-K:

            Reports  on Form  8-K  filed  by the  Registrant  for the
       quarter ended September 30, 2000 and the month of October, 2000:

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

                     August 4, 2000                              5 and 7
                    August 14, 2000                              5 and 7
                    October 2, 2000                              5 and 7
                   October 19, 2000                              5 and 7





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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
                                   ---------------------------------------------
                                                    (Registrant)




Date: November 13, 2000      By    /s/ Mark A. Wallace
------------------------           ---------------------------------------------
                                   Mark A. Wallace
                                   (Executive Vice President and
                                   Chief Financial Officer)



Date: November 13, 2000      By    /s/ JoAnne A. Nadalin
------------------------           ---------------------------------------------
                                   JoAnne A. Nadalin
                                   (Principal Accounting Officer)






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