<PAGE>
                                                                     Exhibit 3.3


CODE OF ETHICAL BUSINESS CONDUCT


INTRODUCTION:

RTI International Metals, Inc. is committed to conducting business ethically, as
well as legally. Ethical and legal conduct in all of RTI's business affairs is
essential to our future. It is the responsibility of all RTI Directors,
Officers, and employees to maintain an environment that fosters honesty,
fairness, respect, and integrity.

RTI International Metals, Inc.'s reputation is a valuable asset. Our reputation
and our success are grounded in compliance with applicable laws and regulations,
but our commitment to success goes beyond legal compliance, and includes issues
of integrity and ethics. Ethical conduct forms the foundation of necessary trust
for the long-term success of our business, and is in-line with our long-term
goals. Each member of our Board of Directors, our Executive Officers, and each
employee must be committed to ethical and lawful business conduct.

This Code is an ethical guideline for all of us. It reaffirms RTI's commitment
to conduct all of its business activities ethically and legally. It is critical
that all of us conduct our business affairs accordingly.



1.0      STATEMENT OF PURPOSE AND PROCEDURE:

         1.1      This Code of Ethical Business Conduct of RTI International
                  Metals, Inc. reaffirms RTI's commitment to conduct its
                  business in accordance with the law and the highest standards
                  of business ethics.

         1.2      Administration of the Code is under the direction of the Board
                  of Directors.



<PAGE>



                  1.2.1    All Executives and management employees of RTI, and
                           its Principal Operating Units, and such other
                           employees as are designated by the Office of the
                           Chairman, will periodically certify that they are not
                           in violation of the Code and that they will remain in
                           compliance.

                  1.2.2    All managers will impress upon the employees under
                           their supervision the necessity and importance of
                           complying with all provisions of the Code.

                  1.2.3    Employees who violate this Code are subject to
                           appropriate disciplinary action, including discharge.

                  1.2.4    Appropriate cases may also be referred for criminal
                           prosecution and/or civil action.

         1.3      RTI encourages employees to report promptly any violations of
                  the Code or suspected illegal or unethical conduct connected
                  with the business, including conduct that impacts the
                  financial affairs of the Company, to their supervisors, the
                  Chief Executive Officer, the Legal Department, or to members
                  of the Board of Directors. Each RTI Director, Officer, and
                  employee should consult with his or her supervisor or other
                  appropriate RTI personnel, including the Vice President &
                  General Counsel, regarding questions relating to this Code
                  and/or the best course of action in a particular situation.

                  1.3.1    RTI will keep the identity of the employee making the
                           report confidential.


                                       2

<PAGE>


                  1.3.2    If individuals have knowledge of a violation of this
                           policy, they have an obligation to report it to their
                           managers or supervisor, or to another appropriate
                           person. RTI will not retaliate against any Director,
                           Officer or employee, who in good faith files, causes
                           to be filed, testifies, participates in, or otherwise
                           assists in a proceeding filed or about to be filed
                           regarding matters covered by this Code. Retaliation
                           for good faith reporting is itself a violation of
                           this policy.

                  1.3.3    Individuals may also submit their reports anonymously
                           to the Company's 800 number, as referenced in the
                           Letter of Chief Executive Officer Timothy G. Rupert,
                           attached to this policy as Exhibit A.



2.0      CODE PROVISIONS - PROHIBITION OF UNETHICAL OR ILLEGAL CONDUCT:

         2.1      STATEMENT OF RULE:

                  RTI requires each member of its Board of Directors, its
                  Officers, and each employee to discharge all responsibilities
                  in accordance with the law and the highest standards of
                  business ethics. If at any time an individual is uncertain
                  regarding the validity or legitimacy of a proposed course of
                  action, the application of a law or regulation, or the
                  applicability of RTI's policies described in this Code, the
                  employee should contact the Vice President & General Counsel
                  for appropriate guidance.

         2.2      GENERAL REQUIREMENTS:

                  RTI is committed to full compliance with all applicable laws
                  and regulations. In keeping with this commitment, RTI seeks to
                  avoid even the appearance of impropriety.



                                       3
<PAGE>




         2.3      All individuals covered under the terms of this policy must be
                  aware of their obligations with respect to laws and
                  regulations, including those affecting financial reporting
                  requirements, occupational safety and health, the environment,
                  equal opportunity employment practices, unlawful trade
                  practices (antitrust), federal copyright laws (software
                  duplication), and must dedicate themselves to compliance with
                  these laws.

         2.4      Many laws to which RTI is subject are ambiguous or complex and
                  their precise application to RTI business practices or
                  activities often is unclear. Therefore, appropriate guidance
                  should be sought regarding any proposed action which raises
                  questions or creates uncertainty with respect to the
                  applicability of and/or compliance with, laws or regulations.

         2.5      RTI shall at all times compete vigorously and fairly and will
                  comply with all applicable antitrust laws and regulations. To
                  that end, individuals shall seek the advice and guidance from
                  the Vice President & General Counsel with regard to any and
                  all transactions which may have antitrust implications.
                  Furthermore, management employees are expected to attend
                  periodic antitrust compliance briefings presented by RTI.

         2.6      RTI and/or its Directors, Officers, and employees shall not
                  directly or indirectly engage in unethical, dishonest or
                  illegal activities.

                  2.6.1    Participation in any fraudulent or deceptive
                           activities toward RTI, its customers or suppliers,
                           contractors, or anyone else with whom RTI associates
                           or does business, is strictly prohibited.


                                       4

<PAGE>




                  2.6.2    Examples of prohibited activities include submission
                           of expense accounts for amounts other than the amount
                           actually spent on company business, theft, fraud,
                           embezzlement, software piracy, environmental abuse,
                           the tendering or receipt of kickbacks, inflated
                           billings, or the offering or receipt, directly or
                           indirectly, of money, goods or services where the
                           purpose of the action is to influence someone to act
                           contrary to the interest of that person's own
                           employer or principal.

         2.7      RTI's interests may be severely damaged by unethical business
                  practices or other questionable activities even though such
                  conduct may not be in violation of law. Accordingly, in
                  addition to complying with all legal requirements, all
                  individuals are expected to conduct the business of RTI
                  consistent with the highest standards of business ethics.

3.0      CAMPAIGN AND ELECTION LAW MATTERS:

         3.1      STATEMENT OF RULE:

                  RTI requires compliance by its Directors, Officers, and
                  employees with all applicable laws prohibiting the use of
                  Company funds, properties, and services directly to influence
                  government action or the nomination or election of any
                  candidate to public office. Consistent with such requirements,
                  RTI encourages all of its Directors, Officers, and employees
                  to exercise their political rights.


         3.2      GENERAL REQUIREMENT:

                  All contributions of RTI funds to political candidates,
                  committees and parties and all other forms of direct or
                  indirect assistance or support must be in strict compliance
                  with all applicable laws and regulations and must be properly
                  authorized.


                                       5
<PAGE>



                  3.2.1    Although RTI encourages involvement by its Directors,
                           Officers, and employees in community and government
                           affairs, political activity, and campaign support for
                           candidates of their choice, such activities must be
                           undertaken at an individual's sole expense and no
                           reimbursement in any form, directly or indirectly,
                           will be made by RTI.

                  3.2.2    No partisan political activities by Directors,
                           Officers or employees shall be conducted on RTI
                           premises.

                  3.2.3    Furthermore, an individual's personal political
                           activity should not in any way create the appearance
                           that the activity is sponsored by an official
                           position of RTI.

4.0      RELATIONSHIP TO GOVERNMENT OFFICIALS AND PERSONNEL:

         4.1      STATEMENT OF RULE:

                  RTI's contacts with government officials and personnel, both
                  in this country and abroad, must be conducted in compliance
                  with all laws and regulations and in such a way as to avoid
                  even the appearance of impropriety.

         4.2      GENERAL REQUIREMENT:

                  RTI seeks lawfully to develop and maintain good relationships
                  and effective communication with officials at all levels of
                  government which may impact areas in which RTI does business.
                  However, contacts and relationships with government personnel
                  must never be illegally fostered, suggest improper influence
                  upon such persons, or compromise RTI's integrity.


                                       6

<PAGE>




                  4.2.1    Direct or indirect assistance or support by RTI to
                           government officials or personnel must be made in a
                           manner consistent with law and ethical business
                           practices. This requirement also applies to
                           contributions or expenditures made on RTI's behalf by
                           Directors, Officers, employees, agents or other
                           representatives.

                  4.2.2    Likewise, entertainment of government officials shall
                           at all times be conducted within the bounds of all
                           applicable laws, sound business ethics, and good
                           discretion. Foreign matters must follow the
                           provisions of the Foreign Corrupt Practices Act, and
                           the Vice President & General Counsel should be
                           consulted for specific advice.


5.0      MAINTENANCE OF ACCURATE AND COMPLETE RECORDS:

         5.1      STATEMENT OF RULE:

                  RTI requires the maintenance of accurate and reliable
                  corporate records with respect to all receipts and
                  disbursements as well as with respect to all transactions to
                  which it is a party.

         5.2      GENERAL REQUIREMENTS:

                  5.2.1    Accurate and reliable corporate records shall be
                           maintained at all times. All payments of money,
                           transfers of property, furnishing of services and
                           other transactions must be reflected in detail in the
                           appropriate accounting and other business records of
                           RTI.

                  5.2.2    Directors, Officers, and employees shall make full
                           disclosure of all relevant information and shall
                           otherwise fully cooperate with internal auditors,
                           external auditors, and the office of the General
                           Counsel in the course of audits or investigations.



                                       7
<PAGE>

                  5.2.3    RTI has entered into commission or fee agreements
                           with firms or persons serving as commercial sales
                           representatives, agents or consultants.

                           1.       All terms of any such commission or fee
                                    agreement must be fully documented and
                                    described in a written contract.

                           2.       In addition to standard contractual terms
                                    and conditions, the contract should contain
                                    a clear description of the services to be
                                    rendered by the representative, agent or
                                    consultant.

                           3.       Commissions or fees for assistance in
                                    securing orders and for after-sales service
                                    must be reasonable as to amount and
                                    consistent with local custom and normal
                                    practice in the industry for the products
                                    involved and for the services rendered.

                           4.       All commission and fee payments must be made
                                    in accordance with all laws and regulations,
                                    and recorded accurately in RTI's books.

6.0      CONFLICTS OF INTEREST:

         6.1      STATEMENT OF RULE:

                  RTI requires the dedicated commitment of its Directors,
                  Officers, and employees in the exercise of their work-related
                  responsibilities. All individuals covered by the terms of this
                  policy are expected to devote the appropriate time and skills
                  to the pursuit of the business interests of RTI. Personal
                  investments or other activities which create a conflict of
                  interest are prohibited. Specific provisions of RTI's policy
                  related to conflict of interest are detailed in Policy 1102.


                                       8

<PAGE>




         6.2      GENERAL STATEMENT OF RESPONSIBILITIES AND PROHIBITIONS:

                  RTI relies on the good faith business judgments of its
                  Directors, Officers, and employees in the dedicated exercise
                  of their responsibilities. All Directors, Officers and
                  employees must conduct the affairs of RTI in an ethical
                  manner, without conflict of interest, and without seeking or
                  accepting improper personal gain. A conflict exists whenever
                  an individual's personal interest or activities improperly
                  influence or interfere with the exercise of unbiased and sound
                  business judgment in the performance of that individual's
                  duties for RTI.

                  6.2.1    RTI respects the right to privacy in the personal
                           affairs and financial activities of the individuals
                           covered under the terms of this policy. However,
                           individuals must avoid situations in which their
                           personal activities are, or appear to be, in conflict
                           with their responsibilities to RTI. To this end, RTI
                           has the right to investigate relationships of, and
                           conduct by, individuals which create the appearance
                           of impropriety.

                  6.2.2    Because it is impossible to list all situations or
                           relationships which might create, or appear to
                           create, conflict of interest problems and because
                           each situation must be evaluated on its facts,
                           individuals covered under the terms of this policy
                           should promptly disclose any circumstances which
                           might constitute a violation of these conflict of
                           interest guidelines. Examples of potential conflicts
                           are identified in Policy 1102. Individuals are
                           encouraged to obtain assistance, guidance, and any
                           appropriate approval from RTI's Vice President &
                           General Counsel, to determine if a conflict exists
                           and, if so, how it should be resolved. Failure to
                           disclose circumstances which could constitute a
                           conflict of interest will, in


                                        9
<PAGE>

                           and of itself, constitute a violation of the
                           foregoing conflict of interest guidelines.


7.0      FINANCIAL INTEGRITY:

         7.1      GENERAL STATEMENT OF RESPONSIBILITIES:

                  The Company's accounting records are relied upon to produce
                  reports for the Company's Board, management, shareholders,
                  governmental agencies, and others. All Company accounting
                  records, as well as reports produced from those accounting
                  records, must be kept in accordance with the laws of the
                  applicable jurisdiction, and must accurately and fairly
                  reflect in reasonable detail the Company's assets,
                  liabilities, revenues, and expenses.

                  7.1.1    All RTI employees have the responsibility to ensure
                           that false or intentionally misleading entries are
                           not made in the Company's accounting records. All
                           transactions must be supported by accurate
                           documentation in reasonable detail and recorded in
                           the proper account and in the proper accounting
                           period.

                  7.1.2    Compliance with Generally Accepted Accounting
                           Principles, and the Company's system of internal
                           accounting controls, is required at all times.

8.0      PUBLIC DISCLOSURES

         8.1      GENERAL STATEMENT OF RESPONSIBLITIES:

                  8.1.1    Because RTI stock is publicly traded, there are
                           specific rules about the disclosure of information
                           which must be observed by each RTI Director, Officer,
                           and employee. We must all strive to effect full,
                           fair, accurate, timely and understandable


                                       10

<PAGE>

                           disclosure in reports that are filed with the SEC and
                           in other public communication.

         8.2      INSIDER INFORMATION AND COMPANY STOCK TRADING:

                  8.2.1    It is both illegal and against RTI policy for any
                           individual to profit from material non-public
                           information relating to RTI or its suppliers,
                           competitors or customers. Material non-public
                           information, if disclosed, would affect an investor's
                           decision on whether or not to invest in a company's
                           securities. Examples of material non-public
                           information are set forth more fully in RTI Corporate
                           Policy 1201. All individuals have an obligation to
                           familiarize himself or herself with the provisions of
                           Policy 1201.



                                       11