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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, 1999

                                       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, 1999
                                       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, 2000, so that, as
amended, such Items read as set forth herein.

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

<TABLE>
<CAPTION>
                                                                           SEQUENTIAL
EXHIBIT                                                                       PAGE
  NO.                             DESCRIPTION                                NUMBER
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<C>       <S>                                                          <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; Mellon Bank,
          National Association of Pennsylvania and Bank One, National
          Association as co-agents, dated as of September 30, 1998,
          incorporated by reference to the Company's Quarterly Report
          on Form 10-Q for the quarterly period ended September 30,
          1998.
  4.2     Amendment to Credit Agreement between RTI International
          Metals, Inc. and PNC Bank, National Association, as agent:
          Mellon Bank, National Association of Pennsylvania and Bank
          One, National Association, as co-agents, dated May 11, 2000
          filed herewith.
 10.1     Agreement for the sale and purchase of titanium
          tetrachloride between SCM Chemicals, Inc., and RMI Titanium
          Company dated March 9, 1993, incorporated by reference to
          Exhibit 10.13 to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1992.+
 10.2     Agreement for the supply, purchase and sale of chlorine
          between SCM Chemicals, Inc., and RMI Titanium Company dated
          as of November 13, 1990, incorporated by reference to
          Exhibit 10.3 to the Company's Annual Report on Form 10-K for
          the year ended December 31, 1990.
 10.3     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.
 10.4     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.
 10.5     RTI International Metals, Inc. Supplemental Pension Plan
          effective August 1, 1987, and amended as of January 28,
          2000, filed herewith.
 10.6     RTI International Metals, Inc. Excess Benefits Plan
          effective July 18, 1991, as amended January 28, 2000, filed
          herewith.
</TABLE>

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<TABLE>
<CAPTION>
                                                                           SEQUENTIAL
EXHIBIT                                                                       PAGE
  NO.                             DESCRIPTION                                NUMBER
  ---                             -----------                                ------
<C>       <S>                                                          <C>
 10.7     Sales Agreement for the supply of titanium sponge and plasma
          electrodes between Oregon Metallurgical Corporation and RMI
          Titanium Company dated as of August 8, 1994 incorporated by
          reference to Exhibit 10.9 to the Company's Annual Report on
          Form 10-K for the year ended December 31, 1995.+
 10.8     Sales Agreement for the supply of titanium sponge between
          Osaka Titanium Co., Ltd., Sumitomo Corporation, Sumitomo
          Corporation of America, and RMI Titanium Company dated as of
          September 4, 1992 incorporated by reference to Exhibit 10.10
          to the Company's Annual Report on Form 10-K for the year
          ended December 31, 1995.+
 10.9     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.
 10.10    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.
 10.11    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.
 10.12    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.
 10.13    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.
 10.14    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.
 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, 2000 (to be
          filed by amendment).
 99.2     Financial Statements of The RMI Bargaining Unit Employee
          Savings and Investment Plan for the year ended December 31,
          2000 (to be filed by amendment).
</TABLE>

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+ Confidential treatment has been requested.