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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-K/A


        [ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
               FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                       OR

        [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE  REQUIRED]
               FOR THE TRANSITION PERIOD FROM __________ TO _________

                        Commission File Number  1-10319


                         RTI INTERNATIONAL METALS, INC.
             (Exact name of registrant as specified in its charter)

                  OHIO                                    52-2115953
        (State of Incorporation)                       (I.R.S. Employer
                                                      Identification No.)

      1000 WARREN AVENUE, NILES, OHIO                       44446
  (Address of principal executive offices)                (Zip Code)


       Registrant's telephone number, including area code:  330-544-7700


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                                  FORM 10-K/A
                               AMENDMENT NO. 1 TO
                                 ANNUAL REPORT
                                       ON
                                   FORM 10-K
                               FOR THE YEAR ENDED
                               DECEMBER 31, 2002
                                       OF

                         RTI INTERNATIONAL METALS, INC.

     Pursuant to Rule 12b-15, promulgated under the Securities Exchange Act of
1934, RMI Titanium Company hereby amends each of the following Items of its
Annual Report on Form 10-K for the year ended December 31, 2002, so that, as
amended, such Items read as set forth herein.

Index to Exhibits
Exhibit 23.2
Exhibit 99.1
Exhibit 99.2
Exhibit 99.5
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                               INDEX TO EXHIBITS

<Table>
<Caption>
                                                                        SEQUENTIAL
EXHIBIT                                                                    PAGE
  NO.                            DESCRIPTION                              NUMBER
-------                          -----------                            ----------
<S>      <C>                                                            <C>

 2.0     Amended and Restated Reorganization Agreement, incorporated
         by reference to Exhibit 2.1 to the Company's Registration
         Statement on Form S-1 No. 33-30667 Amendment No. 1
 2.1     Stock Purchase Agreement, dated as of October 1, 1998, by
         and among RTI International Metals, Inc., New Century
         Metals, Inc., Richard R. Burkhart and Joseph H. Rice,
         incorporated by reference to Exhibit 2.1 and 2.2 to the
         Company's Current Report on Form 8-K dated October 15, 1998
 2.2     Asset Purchase Agreement, dated October 1, 1998, by and
         among Weld-Tech Engineering Services, L.P. and Weld-Tech
         Engineering, L.P., incorporated by reference to Exhibit 2.1
         and 2.2 to the Company's Current Report on Form 8-K dated
         October 15, 1998
 3.1     Amended and Restated Articles of Incorporation of the
         Company, effective April 29, 1999, incorporated by reference
         to Exhibit 3.1 to the Company's Quarterly Report on Form
         10-Q for the quarter ended March 31, 1999
 3.2     Amended Code of Regulations of the Company, incorporated by
         reference to Exhibit 3.3 to the Company's Registration
         Statement on Form S-4 No. 333-61935
 4.1     Credit Agreement between RTI International Metals, Inc. and
         PNC Bank, National Association, as agent; U.S. Bank,
         National City Bank of Pennsylvania and Lasalle Bank,
         National Association as co-agents, dated as of April 12,
         2002, incorporated by reference to the Company's Quarterly
         Report on Form 10-Q for the quarterly period ended June 30,
         2002
10.1     RMI Company Annual Incentive Compensation Plan, incorporated
         by reference to Exhibit 10.3 to the Company's Registration
         Statement on Form S-1 No. 33-30667 Amendment No. 2
10.2     RMI Titanium Company 1989 Stock Option Incentive Plan,
         incorporated by reference to exhibit 10.4 to the Company's
         Registration Statement on Form S-1 No. 33-30667 Amendment
         No. 2.
10.3     RTI International Metals, Inc. Supplemental Pension Plan
         effective August 1, 1987, and amended as of January 28,
         2000, incorporated by reference to Exhibit 10.5 to the
         Company's Annual Report on Form 10-K for the year ended
         December 31, 2000
10.4     RTI International Metals, Inc. Excess Benefits Plan
         effective July 18, 1991, as amended January 28, 2000,
         incorporated by reference to Exhibit 10.6 to the Company's
         Annual Report on Form 10-K for the year ended December 31,
         2000
10.5     RTI International Metals, Inc., 1995 Stock Plan incorporated
         by reference to Exhibit 10.11 to the Company's Annual Report
         on Form 10-K for the year ended December 31, 1995
10.6     Employment agreement, dated August 1, 1999, between the
         Company and John H. Odle, incorporated by reference to
         Exhibit 10.10 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1999
10.7     Employment agreement, dated August 1, 1999, between the
         Company and T. G. Rupert, incorporated by reference to
         Exhibit 10.11 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1999
10.8     Employment agreement, dated August 1, 1999 between the
         Company and Dawne S. Hickton, incorporated by reference to
         Exhibit 10.12 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1999
10.9     Employment agreement, dated August 1, 1999 between the
         Company and Lawrence W. Jacobs, incorporated by reference to
         Exhibit 10.13 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1999
</Table>


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<Table>
<Caption>
                                                                        SEQUENTIAL
EXHIBIT                                                                    PAGE
  NO.                            DESCRIPTION                              NUMBER
-------                          -----------                            ----------
<S>      <C>                                                            <C>
10.10    Employment agreement, dated November 1, 1999, between the
         Company and Gordon L. Berkstresser, incorporated by
         reference to Exhibit 10.14 to the Company's Annual Report on
         Form 10-K for the year ended December 31, 1999
21       Subsidiaries of the Company
23.1     Consent of PricewaterhouseCoopers LLP (previously filed)
23.2     Consent of PricewaterhouseCoopers LLP
24       Powers of Attorney
99.1     Financial Statements of The RMI Employee Savings and
         Investment Plan for the year ended December 31, 2002
99.2     Financial Statements of The RMI Bargaining Unit Employee
         Savings and Investment Plan for the year ended December 31,
         2002
99.3     Certification pursuant to 18 U.S.C. Section 1350, as adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.4     Certification pursuant to 18 U.S.C. Section 1350, as adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.5     Financial Statements of the RTI International Metals, Inc.
         Employee  Savings and Investment Plan for the year ended
         December 31, 2002.
</Table>