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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 31,2003

                                       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, 2003
                                       OF

                         RTI INTERNATIONAL METALS, INC.

      Pursuant to Rule 12b-15, promulgated under the Securities Exchange Act of
1934, RTI International Metals, Inc., hereby amends each of the following Items
of its Annual Report on Form 10-K for the year ended December 31, 2003, so that,
as amended, such Items read as set forth herein.

Index to Exhibits
Exhibit 23.2
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3

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                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                          RTI INTERNATIONAL METALS, INC.

                                          By       /s/ GORDON BERKSTRESSER

                                            ------------------------------------
                                                     GORDON BERKSTRESSER
                                                     Vice President & Controller


Dated: JUNE 28, 2004


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                                INDEX TO EXHIBITS

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                                                                                   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

  3.3     RTI International Metals, Inc., Code of Ethical Business Conduct,
          filed herewith

  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
</TABLE>

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<S>       <C>
          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

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

10.11     Letter Agreement, dated December 3, 2003, between the Company and T.G.
          Rupert, with respect to retirement benefits, filed herewith

10.12     RTI International Metals, Inc., Supplemental Pension Plan effective
          August 1, 1987, amended January 28, 2000 and amended January 30, 2004,
          filed herewith

   21     Subsidiaries of the Company

 23.1     Consent of PricewaterhouseCoopers LLP (previously filed)

 23.2     Consent of PricewaterhouseCoopers LLP

   24     Power of Attorney

 31.1     Certification of Chief Executive Officer required by Item 307 of
          Regulation S-K as promulgated by the Securities and Exchange
          Commission and pursuant to Section 302 of Sarbanes-Oxley Act of 2002

 31.2     Certification of Chief Financial Officer required by Item 307 of
          Regulation S-K as promulgated by the Securities and Exchange
          Commission and pursuant to Section 302 of Sarbanes-Oxley Act of 2002

 32.1     Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
          1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002

 32.2     Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
          1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002

 99.1     Financial Statements of the RMI Employee Savings and Investment Plan
          for the year ended December 31, 2003

 99.2     Financial Statements of the RMI Bargaining Unit Employee Savings and
          Investment Plan for the year ended December 31, 2003

 99.3     Financial Statements of the RTI International Metals, Inc. Employee
          Savings and Investment Plan for the year ended December 31, 2003
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