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 MARCH 31, 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                   (IRS Employer Identification No.)
of incorporation or organization)

                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 APRIL 30, 2000: 31,371,405.


<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 in those portions
referenced  above and those  described from time to time in the Company's  other
filings with the Securities and Exchange Commission 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
<S>          <C>                                                                                           <C>
                                                                                                            Page
                                                                                                           Number

PART I.       FINANCIAL INFORMATION

         Item 1.    Financial Statements.

                    Consolidated Balance Sheets - December 31, 1999 and

                      March 31, 2000                                                                         2-3

                    Consolidated Statements of Operations - Three months

                      ended March 31, 1999 and 2000                                                           4

                    Consolidated Statements of Comprehensive Loss - Three

                      months ended March 31, 1999 and 2000                                                    5

                    Consolidated Statements of Cash Flows - Three months

                      ended March 31, 1999 and 2000                                                          6-7

                    Consolidated Statement of Stockholders' Equity - Three

                      months ended March 31, 2000                                                             8

                    Notes to Consolidated Financial Statements                                              9-14

         Item 2.    Management's Discussion and Analysis of Financial

                      Condition and Results of Operations.                                                  15-19

PART II.     OTHER INFORMATION

         Item 1.    Legal Proceedings.                                                                       20

         Item 6.    Exhibits and Reports on Form 8-K.                                                        20
</TABLE>




                                       -1-
<PAGE>
<TABLE>
<CAPTION>


                                                      TITANIUM METALS CORPORATION

                                                      CONSOLIDATED BALANCE SHEETS

                                                            (In thousands)

                                                                            December 31,              March 31,
               ASSETS                                                           1999                    2000
                                                                         --------------------    --------------------
Current assets:
<S>                                                                              <C>                    <C>
  Cash and cash equivalents                                                      $ 20,671               $    6,304
  Accounts and other receivables, less
    Allowance of $3,330 and $3,270                                                106,204                   76,180
  Receivable from related parties                                                   4,071                    3,865
  Refundable income taxes                                                          10,651                   10,504
  Inventories                                                                     191,535                  186,044
  Prepaid expenses and other                                                        7,177                    6,283
  Deferred income taxes                                                             2,250                    2,265
                                                                         --------------------    --------------------
     Total current assets                                                         342,559                  291,445
                                                                         --------------------    --------------------

Other assets:
  Investments in joint ventures                                                    26,938                   21,089
  Preferred securities                                                             80,000                   80,000
  Accrued dividends on preferred securities                                         6,530                    7,999
  Goodwill                                                                         54,789                   53,604
  Other intangible assets                                                          16,326                   15,482
  Deferred income taxes                                                             9,600                   14,346
  Other                                                                            12,979                   11,706
                                                                         --------------------    --------------------
     Total other assets                                                           207,162                  204,226
                                                                         --------------------    --------------------

Property and equipment:
  Land                                                                              6,230                    6,216
  Buildings                                                                        24,647                   26,294
  Information technology systems                                                   55,226                   54,118
  Manufacturing and other                                                         331,591                  317,174
  Construction in progress                                                          8,122                    8,080
                                                                         --------------------    --------------------
                                                                                  425,816                  411,882
  Less accumulated depreciation                                                    92,432                   88,788
                                                                         --------------------    --------------------
     Net property and equipment                                                   333,384                  323,094
                                                                         --------------------    --------------------

                                                                                $ 883,105               $ 818,765
                                                                         ====================    ====================
</TABLE>




          See accompanying notes to consolidated financial statements.
                                     - 2 -
<PAGE>
<TABLE>
<CAPTION>
                                                      TITANIUM METALS CORPORATION

                                                CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                                            (In thousands)

LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY                     December 31,             March 31,
                                                                                1999                    2000
                                                                         -------------------    ---------------------
Current liabilities:
<S>                                                                             <C>                 <C>
  Notes payable                                                                 $  9,635            $   51,532
  Current maturities of long-term debt and
     capital lease obligations                                                    85,679                 2,177
  Accounts payable                                                                48,679                41,215
  Accrued liabilities                                                             42,879                43,809
  Payable to related parties                                                       1,984                 1,082
  Income taxes                                                                       516                    32
  Deferred income taxes                                                            5,049                 3,247
                                                                         -------------------    ---------------------
     Total current liabilities                                                   194,421               143,094
                                                                         -------------------    ---------------------

Noncurrent liabilities:
  Long-term debt                                                                  22,425                26,154
  Capital lease obligations                                                        9,776                 9,353
  Payable to related parties                                                       1,332                 1,332
  Accrued OPEB cost                                                               19,961                20,103
  Accrued pension cost                                                             5,634                 4,909
  Accrued environmental cost                                                           -                 3,262
  Deferred income taxes                                                           12,950                11,494
     Total noncurrent liabilities                                                 72,078                76,607
                                                                         -------------------    ---------------------
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                 7,488

Stockholders' equity:
  Preferred stock                                                                      -                     -
  Common stock                                                                       315                   315
  Additional paid-in capital                                                     347,984               347,984
  Retained earnings                                                               64,827                49,706
  Accumulated other comprehensive loss                                            (3,837)               (6,471)
  Treasury stock, at cost (90 shares)                                             (1,208)               (1,208)
                                                                         -------------------    ---------------------
     Total stockholders' equity                                                  408,081               390,326
                                                                         -------------------    ---------------------

                                                                               $ 883,105             $ 818,765
                                                                         ===================    =====================
</TABLE>
Commitments and contingencies (Note 9)




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

                                                 CONSOLIDATED STATEMENTS OF OPERATIONS

                                              Three months ended March 31, 1999 and 2000

                                                 (In thousands, except per share data)

                                                                                 1999                  2000
                                                                            ----------------     ------------------

Revenues and other income:
<S>                                                                            <C>                    <C>
  Net sales                                                                    $134,136               $ 104,712
  Equity in losses of joint ventures                                               (448)                    (53)
  Other, net                                                                        805                   2,529
                                                                            ----------------     ------------------
                                                                                134,493                 107,188
                                                                            ----------------     ------------------

Costs and expenses:
  Cost of sales                                                                 122,270                 108,011
  Selling, general, administrative and
     Development                                                                 12,761                  11,339
  Restructuring charge                                                                -                   3,702
  Interest                                                                        1,295                   2,262
                                                                            ----------------     ------------------
                                                                                136,326                 125,314
                                                                            ----------------     ------------------

    Loss before income taxes,
      minority interest and extraordinary item                                   (1,833)                (18,126)

Income tax benefit                                                                 (642)                 (6,384)
Minority interest - Convertible Preferred Securities                              2,167                   2,167
Other minority interest                                                             538                     339
                                                                            ----------------     ------------------


    Loss before extraordinary item                                               (3,896)                (14,248)

Extraordinary item, net of tax                                                        -                    (873)
                                                                            ----------------     ------------------

    Net loss                                                                   $ (3,896)              $ (15,121)
                                                                            ================     ==================


Basic and diluted loss per share:
  Before extraordinary item                                                    $   (.12)              $    (.45)
  Extraordinary item                                                                  -                    (.03)
                                                                            ----------------     ------------------

                                                                               $   (.12)              $    (.48)
                                                                            ================     ==================
Basic and diluted weighted
   average shares outstanding                                                      31,369                31,371
                                                                            ================     ==================
</TABLE>




          See accompanying notes to consolidated financial statements.
                                     - 4 -

<PAGE>
<TABLE>
<CAPTION>

                                                      TITANIUM METALS CORPORATION

                                             CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

                                              Three months ended March 31, 1999 and 2000

                                                             (In thousands)

                                                                                       1999              2000
                                                                                  ---------------    --------------
<S>                                                                                  <C>               <C>
NET LOSS                                                                             $(3,896)          $(15,121)

Other comprehensive loss - currency
   Translation adjustment                                                             (5,509)            (2,634)
                                                                                  ---------------    --------------

     Comprehensive loss                                                              $(9,405)          $(17,755)
                                                                                  ===============    ==============
</TABLE>



















          See accompanying notes to consolidated financial statements.
                                     - 5 -

<PAGE>
<TABLE>
<CAPTION>
                                                      TITANIUM METALS CORPORATION

                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                              Three months ended March 31, 1999 and 2000

                                                            (In thousands)

                                                                                       1999               2000
                                                                                  ---------------    ---------------

Cash flows from operating activities:
<S>                                                                                   <C>                <C>
  Net loss                                                                            $ (3,896)          $(15,121)
  Depreciation and amortization                                                         10,560             10,790
  Non cash restructuring charge                                                              -              3,301
  Non cash special charges                                                                   -              6,729
  Gain on sale of castings joint venture                                                     -             (1,205)
  Extraordinary loss on early extinguishment of debt, net                                    -                873
  Losses of joint ventures                                                                 448                 53
  Deferred income taxes                                                                   (100)            (7,204)
  Other minority interest                                                                  538                339
  Other, net                                                                                 -                144
  Change in assets and liabilities:
    Receivables                                                                         11,734             30,020
    Inventories                                                                         13,331              1,798
    Prepaid expenses and other                                                             680                630
    Accounts payable and accrued liabilities                                           (19,865)            (9,870)
    Accrued restructuring charges                                                       (3,513)              (327)
    Income taxes                                                                         1,568               (682)
    Accounts with related parties, net                                                    (924)              (890)
    Accrued dividends on preferred securities                                           (1,369)            (1,469)
                                                                                  ---------------    ---------------

      Net cash provided by operating activities                                          9,192             17,909
                                                                                  ---------------    ---------------
Cash flows from investing activities:
  Capital expenditures                                                                 (10,026)            (2,115)
  Proceeds from sale of castings joint venture                                               -              7,000
  Proceeds from sales of property and equipment                                          3,289                  -
                                                                                  ---------------    ---------------

      Net cash provided (used) by investing activities                                  (6,737)             4,885
                                                                                  ---------------    ---------------
Cash flows from financing activities:
  Indebtedness:
    Borrowings                                                                           8,068            124,009
    Repayments                                                                         (12,646)          (160,786)
  Dividends paid                                                                        (1,255)                 -
                                                                                  ---------------    ---------------

      Net cash used by financing activities                                             (5,833)           (36,777)
                                                                                  ---------------    ---------------

      Net cash used by operating,
         Investing and financing activities                                           $ (3,378)          $(13,983)
                                                                                ===============    ===============
</TABLE>




                                      - 6 -

<PAGE>
<TABLE>
<CAPTION>
                                                      TITANIUM METALS CORPORATION

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                              Three months ended March 31, 1999 and 2000

                                                            (In thousands)

                                                                                    1999                2000
                                                                                --------------     ----------------

Cash and cash equivalents:
  Net decrease from:
<S>                                                                                 <C>                <C>
    Operating, investing and financing activities                                   $  (3,378)         $ (13,983)
    Currency translation                                                                 (620)              (384)
                                                                                --------------     ----------------
                                                                                       (3,998)           (14,367)
  Balance at beginning of period                                                       15,464             20,671
                                                                                --------------     ----------------

  Balance at end of period                                                            $11,466         $    6,304
                                                                                ==============     ================

Supplemental disclosures:
  Cash paid for:
     Interest, net of amounts capitalized                                            $  1,111         $    1,703
     Convertible Preferred Securities dividends                                         3,333              3,333
     Income taxes (refund), net                                                        (3,147)               521
</TABLE>






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

                                            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                   Three months ended March 31, 2000

                                                            (In thousands)

                                                                                   Accumulated Other
                                                                                   Comprehensive Loss
                                                     Additional             ---------------------------------
                                  Common    Common    Paid-In     Retained     Currency      Pension      Treasury
                                  Shares    Stock     Capital     Earnings    Translation   Liabilities    Stock      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                      -        -            -    (15,121)       (2,634)            -            -      (17,755)
                                 --------- -------- ------------ ----------- -------------- ------------ ----------- -------------

Balance at March 31, 2000          31,371    $ 315    $ 347,984   $ 49,706      $ (2,671)     $ (3,800)    $ (1,208)   $ 390,326
                                 ========= ======== ============ =========== ============== ============ =========== =============
</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 March 31, 2000 and the  consolidated
statements of  operations,  comprehensive  loss,  stockholders'  equity and cash
flows for the interim  periods  ended March 31, 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  Accountants  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.

         Basic  earnings  per share is based on the weighted  average  number of
common  shares  outstanding  during  each  period.  Diluted  earnings  per share
reflects the dilutive effect of common stock options 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 March 31, 1999 and
2000  because  the effect was  antidilutive.  The  effect of the  conversion  on
diluted  earnings  per share for the 1999 and 2000  periods  would  have been to
decrease net losses and increase average shares  outstanding by $2.2 million and
5.4 million  shares,  respectively.  Stock options  omitted from diluted  shares
because they were  antidilutive were 1.8 million and 1.5 million in the 1999 and
2000 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".


                                     - 9 -
<PAGE>
         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 three months ended March 31,
2000  includes  special  items 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.  See  Notes  3  and  9.
Substantially all inventories and receivables at December 31, 1999 and March 31,
2000,  along with  substantially  all  depreciation and amortization and capital
expenditures  for the interim  periods ended March 31, 1999 and 2000,  relate to
the "Titanium melted and mill products" segment.
<TABLE>
<CAPTION>
                                                                                      Three months ended
                                                                                          March 31,
                                                                          -------------------------------------------
                                                                                 1999                   2000
                                                                          -------------------    --------------------
                                                                                        (In thousands)
  Net sales:
<S>                                                                            <C>                    <C>
    Titanium melted and mill products                                           $  134,080              $ 104,712
    Other                                                                              452                      -
    Eliminations                                                                      (396)                     -
                                                                          -------------------    --------------------

                                                                                $  134,136              $ 104,712
                                                                          ===================    ====================



  Mill products shipments:
    Volume (metric tons)                                                             3,000                  2,700
    Average price ($ per kilogram)                                              $    34.50              $   30.90

  Operating loss:
    Titanium melted and mill products                                           $   (1,005)             $ (18,416)
    Other                                                                             (424)                     -
                                                                          -------------------    --------------------
                                                                                    (1,429)               (18,416)
  Dividends and interest income                                                      1,533                  1,648
  General corporate income (expense), net                                             (642)                   904
  Interest expense                                                                  (1,295)                (2,262)
                                                                          -------------------    --------------------

     Loss before income taxes,
       Minority interest and extraordinary item                                 $   (1,833)             $ (18,126)
                                                                          ===================    ====================

  Equity in earnings (losses) of joint ventures:
     Titanium melted and mill products                                          $      106              $     (53)
     Other                                                                            (554)                     -
                                                                          -------------------    --------------------

                                                                                $     (448)             $     (53)
                                                                          ===================    ====================
</TABLE>






                                     - 10 -
<PAGE>
<TABLE>
<CAPTION>

                                                                             December 31,             March 31,
                                                                                 1999                   2000
                                                                          -------------------    --------------------
                                                                                        (In thousands)
Investment in joint ventures:
<S>                                                                             <C>                     <C>
   Titanium melted and mill products                                            $  21,143               $  21,089
   Other                                                                            5,795                       -
                                                                          -------------------    --------------------

                                                                                $  26,938               $  21,089
                                                                          ===================    ====================
</TABLE>
Note 3 - Restructuring and special charges:

         During the first  quarter of 2000,  the Company  implemented  a plan to
address current market and operating conditions, which resulted in recognizing a
$3.7  million  restructuring  charge.  Such  charge is  principally  related  to
personnel  severance  and benefits  for the  approximately  250  employees to be
terminated (see Note 5). Additionally, in the first quarter of 2000, the Company
recorded $6.7 million of special charges to cost of sales,  consisting of a $3.4
million  charge for the  write-down  associated  with an  impairment  of certain
inoperative  equipment and a $3.3 million charge for  environmental  remediation
liabilities (see Note 9).

Note 4 - Inventories:
<TABLE>
<CAPTION>
                                                                           December 31,             March 31,
                                                                               1999                    2000
                                                                        -------------------    ---------------------
                                                                                      (In thousands)

<S>                                                                          <C>                      <C>
Raw materials                                                                $   45,004               $   42,230
Work-in-process                                                                  69,809                   92,407
Finished products                                                                83,893                   59,029
Supplies                                                                         18,329                   17,878
                                                                        -------------------    ---------------------
                                                                                217,035                  211,544
Less adjustment of certain

   Inventories to LIFO basis                                                     25,500                   25,500
                                                                        -------------------    ---------------------

                                                                              $ 191,535                 $186,044
                                                                        ===================    =====================
</TABLE>
Note 5 - Accrued liabilities:
<TABLE>
<CAPTION>

                                                                           December 31,           March 31, 2000
                                                                               1999
                                                                       ---------------------    --------------------
                                                                                      (In thousands)
<S>                                                                         <C>                         <C>
OPEB cost                                                                   $   3,269                   $   2,233
Pension cost                                                                    1,287                         899
Other employee benefits                                                        14,375                      13,796
Deferred income                                                                 9,295                       8,177
Environmental costs                                                             1,238                       1,028
Restructuring costs                                                             1,490                       4,826
Taxes, other than income                                                        1,209                       1,523
Accrued dividends - Convertible Preferred Securities                            1,111                       1,111
Other                                                                           9,605                      10,216
                                                                       ---------------------    --------------------

                                                                             $ 42,879                   $  43,809
                                                                       =====================    ====================
</TABLE>


                                     - 11 -
<PAGE>
         Accrued  restructuring  costs at  March  31,  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 first  quarter of 2000,
payments of $.4 million and $.3 million were applied  against the accrued  costs
related to the 1999 and 2000 plans, respectively.  Most of the remaining accrued
costs  related  to the 1999 plan are  expected  to be paid by mid to late  2000,
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 to late  2001.  The
remaining  accrued costs of $.3 million related to the 1998 plan are expected to
be paid during the second quarter of 2000. See also "Management's Discussion and
Analysis of Financial Condition and Results of Operations".

Note 6 - Notes payable, long-term debt and capital lease obligations:
<TABLE>
<CAPTION>

                                                                               December 31,           March 31,
                                                                                   1999                  2000
                                                                            -------------------    -----------------
                                                                                        (In thousands)

Notes payable:
<S>                                                                            <C>                       <C>
   U.S. credit agreement                                                        $        -               $ 44,023
   European credit agreements                                                        9,635                  7,509
                                                                            -------------------    -----------------
                                                                                $    9,635               $ 51,532
                                                                            ===================    =================

Long-term debt:
   Bank credit agreement - U.S.                                                 $   85,000               $      -
   Bank credit agreement - U.K.                                                     21,867                 27,390
   Other                                                                               922                    703
                                                                            -------------------    -----------------
                                                                                   107,789                 28,093
   Less current maturities                                                          85,364                  1,939
                                                                            -------------------    -----------------
                                                                                $   22,425               $ 26,154
                                                                            ===================    =================


Capital lease obligations                                                       $   10,091               $  9,591
Less current maturities                                                                315                    238
                                                                            -------------------    -----------------
                                                                                $    9,776               $  9,353
                                                                            ===================    =================
</TABLE>
     Upon  completion of the Company's  new U.S. and U.K.  credit  facilities in
February  2000,  the  Company's  previous  U.S.  credit  facility was repaid and
terminated.  The deferred  financing  costs  associated  with the previous  U.S.
facility were written off and reflected as an extraordinary  item in 2000 of $.9
million after taxes, or $.03 per share.  The weighted  average  interest rate on
borrowings  outstanding  under the new U.S. and U.K. credit  agreements at March
31, 2000 was 8.3% and 7.2%, respectively.  As of March 31, 2000, the Company had
approximately  $95 million of unused borrowing  availability  under its U.S. and
European credit agreements.





                                     - 12 -
<PAGE>
Note 7 - 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>
                                                                                               Three months
                                                                                             ended March 31,
                                                                                      -------------------------------
                                                                                          1999              2000
                                                                                      -------------     -------------
                                                                                              (In thousands)

<S>                             <C>                                                        <C>             <C>
Expected income tax benefit, at 35%                                                        $ (642)         $ (6,345)
Non-U.S. tax rates                                                                            201               195
U.S. state income taxes, net                                                                 (100)             (235)
Dividends received deduction                                                                 (101)             (360)
Export sales credit                                                                           (26)                -
Adjustment of deferred tax valuation allowance                                                  -               423
Other, net                                                                                     26               (62)
                                                                                      -------------     -------------

                                                                                           $ (642)         $ (6,384)
                                                                                      =============     =============
</TABLE>

         Minority interest - Convertible  Preferred  Securities is stated net of
income  tax  benefits  of $1.2  million in both the 1999 and 2000  periods.  The
extraordinary  loss in the first  quarter  of 2000 is stated  net of income  tax
benefits of $.4 million.

Note 8 - Ownership structure:

        At March 31, 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 hold an aggregate of approximately 73% of Tremont's
outstanding  common stock.  Mr.  Simmons may be deemed to control each of Valhi,
Tremont and TIMET.

Note 9 - Commitments and contingencies:

         ENVIRONMENTAL  MATTERS.  A  preliminary  study of  certain  groundwater
remediation  issues at the  Company's  Henderson,  Nevada  operations  and other
Company sites within the BMI Complex was completed  late in the first quarter of
2000. The Company  accrued $3.3 million based on the cost estimates set forth in
the study. The undiscounted  environmental remediation charges are substantially
non-cash  for 2000 and are  expected  to be paid  over a period  of up to thirty
years.





                                     - 13 -
<PAGE>

         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.  Boeing
has not yet filed a formal response to TIMET's complaint. The Company and Boeing
have begun  discussions  to determine if a settlement of this  litigation can be
reached, however, no assurance can be given that a settlement will be reached.

         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>


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

                              RESULTS OF OPERATIONS

         Sales of $104.7  million  in the first  quarter  of 2000 were 22% lower
than the first  quarter of last year due  principally  to a 11%  decline in mill
products  volume  and a 6% decline in  average  selling  prices.  Ingot and slab
volume  decreased 30% from year-ago  levels,  while average prices  declined 2%.
Total cost of sales was 103% of sales in the first  quarter of 2000  compared to
91% in the  same  period  last  year.  The  higher  cost  of  sales  in  2000 is
principally due to $6.7 million of special charges, consisting of a $3.4 million
charge for the write-down  associated with an impairment of certain  inoperative
equipment and a $3.3 million charge for environmental  remediation  liabilities.
See Notes 3 and 9 to the Consolidated  Financial  Statements.  The lower selling
prices in the 2000 period also contributed to the lower gross margin.

         During the first  quarter of 2000,  the Company  implemented  a plan to
address  current  market  and  operating  conditions,   which  resulted  in  the
recognition of a $3.7 million  restructuring  charge. Such 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   250  employees  to  be   terminated.   As  of  March  31,  2000,
approximately  two-thirds  of the  planned  250  personnel  reductions  had been
accomplished,   with   substantially  all  of  the  remainder   expected  to  be
accomplished  by the end of the second  quarter  2000.  See Notes 3 and 5 to the
Consolidated Financial Statements.

         Selling, general,  administrative and development expenses in 2000 were
lower  than 1999 in  dollar  terms due in large  part to the  completion  of the
implementation of the initial phase of the Company's  business-enterprise system
during the first half of 1999.  These costs as a percentage  of sales,  however,
increased to approximately 11% as not all such costs are variable,  particularly
as the benefits of the 2000 restructuring plan have not yet been fully realized.

         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 was lower
in 2000 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  March  2000  was
approximately  $185  million.  Comparable  backlogs at the end of March 1999 and
December 1999 were approximately $325 million and $195 million, respectively.

         Customers  and  end  users  continue  to  indicate  that a  substantial
titanium  inventory  overhang  exists  throughout the aerospace  industry supply
chain that, along with the competitive environment,  continues to place downward
pressure on the Company's sales volumes and prices in selected  products.  It is
very  difficult  to  predict  what will  happen for the  balance of 2000.  Early
indications are that production  volumes and operating  margins,  before special
charges, will be somewhat lower in the remaining three quarters of 2000 compared
to the first quarter. The Company is seeking to stem this apparent deterioration
through a stronger sales effort,  selective price reductions and additional cost
reductions.  However,  it is too early to determine how successful these efforts
will be.






                                     - 15 -
<PAGE>
EUROPEAN OPERATIONS

         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 the same.

         Approximately  60% 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,  are subject to exchange rate fluctuations that may
impact reported  earnings and may affect the  comparability of  period-to-period
operating  results.  Borrowings of the Company's  European  operations may be in
U.S.  dollars or in functional  currencies.  The Company's export sales from the
U.S.  are  denominated  in U.S.  dollars and as such are not subject to currency
exchange rate fluctuations.

         The  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 $.5 million during the
three  months  ended March 31,  2000 and $.8  million  during the same period in
1999. At March 31, 2000,  consolidated  assets and  liabilities  denominated  in
currencies other than functional  currencies were  approximately $17 million and
$19 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
increase in general  corporate  income in the first  quarter of 2000 is due to a
$1.2 million gain on the sale of the  Company's  interest in its castings  joint
venture.

         INTEREST  EXPENSE.  Interest  expense  in the first  quarter of 2000 is
higher than in the  comparable  1999 period,  primarily  due to a lower level of
interest  being  capitalized  in 2000  compared  to 1999 as  additional  capital
projects have been completed.  The higher interest expense in 2000 also reflects
increased  interest  rates  related to the new credit  facilities  and increased
market rates.

         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 7 to the
Consolidated Financial Statements.

         MINORITY  INTEREST.  Dividend  expense related to the Company's  6.625%
Convertible Preferred Securities  approximated $3.3 million in both the 1999 and
2000  periods  and is reported as minority  interest,  net of  allocable  income
taxes.





                                     - 16 -
<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.



















                                     - 17 -
<PAGE>
                         LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2000, the Company had net debt of $73 million ($79 million
of notes payable and long-term debt and $6 million of cash and equivalents). The
Company  also had $95  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 6 to the Consolidated Financial Statements.

         OPERATING  ACTIVITIES.  Cash provided by operating  activities  was $18
million for the three-month  period ended March 31, 2000, up from $9 million for
the same period in 1999, as summarized below.
<TABLE>
<CAPTION>
                                                                                     Three months ended March 31,
                                                                                   ----------------------------------
                                                                                        1999               2000
                                                                                   ---------------    ---------------
                                                                                             (In millions)
Cash provided (used) by:
    Operating activities:
<S>                                                                                      <C>             <C>
      Excluding changes in assets and liabilities                                        $    7.6        $      (1.3)
      Changes in assets and liabilities                                                       1.6               19.2
                                                                                   ---------------    ---------------
                                                                                              9.2               17.9
      Investing activities                                                                   (6.7)               4.9
      Financing activities                                                                   (5.8)             (36.8)
                                                                                   ---------------    ---------------

      Net cash provided (used) by operating, investing
         and financing activities                                                        $   (3.3)        $    (14.0)
                                                                                   ===============    ===============
</TABLE>
         Cash provided by operating activities,  excluding changes in assets and
liabilities, generally followed the trend in operating results.

         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
reductions in working capital, particularly inventories and receivables, both of
which were reduced in the first quarter of 2000.  The  significant  reduction in
receivables in the first quarter of 2000 was also attributable to $16 million of
customer  payments  related to a  bill-and-hold  shipment from 1999.  Changes in
accounts  payable and accrued  liabilities  in the first quarter of 1999 reflect
the effect of payments to suppliers of titanium  sponge and other raw  materials
for  purchases  made in late 1998 being higher than payables at the end of March
for first quarter 1999 purchases.

         Dividends  on the $80  million of  Special  Metals  Corporation  6.625%
convertible  preferred  securities  held by the Company had been deferred by SMC
due to limitations  imposed by SMC's bank credit agreements.  However,  in April
2000, the Company received a quarterly dividend of $1.3 million. There can be no
assurances that TIMET will continue to receive  additional  dividends during the
remainder of 2000.

         INVESTING  ACTIVITIES.  The  Company's  capital  expenditures  were  $2
million for the three  months  ended March 31, 2000  compared to $10 million for
the same period in 1999. Capital  expenditures for 2000 are estimated to be less
than $15 million  and are  planned to include  those  principally  intended  for
capital maintenance,  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.






                                     - 18 -
<PAGE>
         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  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 new U.S. credit agreement entered into in February 2000
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.  Given  uncertainty
concerning  the results for the balance of 2000,  the Company has  exercised its
right to defer future dividend  payments on these  securities for a period of 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.

         ENVIRONMENTAL AND LEGAL MATTERS.  See Note 9 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 has in the past and, in light of its current outlook,  may
in the future seek to raise additional capital,  modify its common and preferred
dividend  policies,   restructure  ownership  interests,   incur,  refinance  or
restructure  indebtedness,  repurchase  shares of capital stock, sell assets, or
take a  combination  of such  steps or other  steps to  increase  or manage  its
liquidity and capital resources.

         In the normal course of business, the Company investigates,  evaluates,
discusses and engages in acquisition,  joint venture, strategic relationship and
other business  combination  opportunities in the titanium,  specialty metal and
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.










                                     - 19 -
<PAGE>
                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.

         Reference is made to Note 9 of the  Consolidated  Financial  Statements
and  to  the  Company's   1999  Annual  Report  for   descriptions   of  certain
previously-reported legal proceedings.

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

         (a)      Exhibits:

              27.1 Financial Data Schedule for the quarter ended March 31, 2000.

         (b) Reports on Form 8-K:

              Reports on Form 8-K filed by the  Registrant for the quarter ended
March 31, 2000 and the month of April, 2000:

                    January 25, 2000 - Reported Items 5 and 7
                    February 1, 2000 - Reported Items 5 and 7
                    March 2, 2000    - Reported Items 5 and 7
                    March 22, 2000   - Reported Items 5 and 7













                                     - 20 -
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                TITANIUM METALS CORPORATION

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

Date: May 12, 2000                  By     /s/ Mark A. Wallace
--------------------                  ------------------------------------------
                                               Mark A. Wallace
                                               (Executive Vice President and
                                               Chief Financial Officer)

Date: May 12, 2000                  By     /s/ David P. Burlage
--------------------                  ------------------------------------------
                                               David P. Burlage
                                               (Principal Accounting Officer)













                                     - 21 -