Exhibit 10.7
                           TITANIUM METALS CORPORATION

                              AMENDED AND RESTATED
                  1996 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

               AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 23, 1999

         1. PURPOSE.  The purpose of the Amended and Restated 1996  Non-Employee
Director  Compensation  Plan is to  promote  the  interests  of the  Company  by
providing an inducement  to obtain and retain the services of qualified  persons
who are neither employees nor officers of the Company to serve as members of the
Company's Board of Directors.

         2.       DEFINITIONS.

(a)      "Board" shall mean the Board of Directors of the Company.

(b)      "Cause" shall mean any misappropriation of the assets of the Company or
         any of its Subsidiaries resulting in material loss to such entity.

(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(d) "Company" shall mean Titanium Metals Corporation, a Delaware corporation.

(e) "Director" shall mean any person serving as a member of the Board.

(f)      "Disability"  shall mean the  condition  of a Grantee  who is unable to
         engage in any substantial gainful activities by reason of any medically
         determinable  physical  or mental  impairment  which can be expected to
         result in death or which has  lasted or can be  expected  to last for a
         continuous period of not less than twelve (12) months.

(g)      "Eligible Directors" shall mean those Directors eligible to participate
         in the Plan pursuant to Section 4.

(h)      "Fair Market Value" shall mean the last reported sale price of Stock on
         the NASDAQ  National  Market (or other exchange upon which the Stock is
         traded as of the date of determination).

(i) "Grantee" shall mean an Eligible Director who has been granted an Option.

(j)  "Ineligible  Directors"  shall mean those  Directors  who are not  Eligible
Directors.

(k)      "Meeting Fees" shall mean the fees to be paid to each Eligible Director
         for such Eligible Director's attendance at a regular or special meeting
         of the Board or Board committee, as follows:

<PAGE>
<TABLE>
<CAPTION>
                                                         ATTENDED IN PERSON          ATTENDED BY TELEPHONE
                         <S>                                      <C>                            <C>
                          Board Meeting                            $1,000                         $350

                          Committee Meeting--

                          Chair only                               $2,000                         $700

                          Committee Meeting--Non-Chair

                          Members                                  $1,000                         $350
</TABLE>

(l)      "Option"  shall  mean an option to  purchase  shares of Stock,  granted
         pursuant to the Plan and subject to the terms and conditions  described
         in the Plan.  Options shall not be incentive  stock options  within the
         meaning of Code Section 422A.

(m) "Optionee" shall mean a person who holds an Option.

(n)  "Parent"  shall mean a  corporation  of the type  defined  in Code  Section
424(e).

(o)      "Plan" shall mean this Amended and Restated 1996 Non-Employee  Director
         Compensation  Plan,  as it may be amended from time to time pursuant to
         Section 9.

(p)      "Retainer"  shall mean a retainer paid  annually to Eligible  Directors
         which shall equal $15,000 in cash plus 500 shares of Stock.

(q) "Stock" shall mean the Company's $.01 par value common stock.

(r)  "Subsidiary"  shall mean a corporation  of the type defined in Code Section
424(f).

3. ADMINISTRATION.  The Plan shall be administered by the Ineligible  Directors.
The amount and  nature of the  awards to be  granted  under the Plan,  including
grants of Options,  shall be automatic as described in Section 7. The Ineligible
Directors, subject to the provisions of the Plan, have the power to construe the
Plan, to determine all  questions  thereunder  and to adopt and amend such rules
and regulations for the  administration  of the Plan as they may deem desirable.
Any  interpretation,  determination,  or  other  action  made  or  taken  by the
Ineligible Directors shall be final, binding, and conclusive.  A majority of the
total number of Ineligible  Directors shall  constitute a quorum for purposes of
any  action  by the  Ineligible  Directors,  and the vote of a  majority  of the
Ineligible Directors present at a meeting of the Ineligible Directors at which a
quorum is  present  shall be the act of the  Ineligible  Directors.  Any  action
reduced to writing  and signed by all of the  Ineligible  Directors  shall be as
fully effective as if it had been taken by a vote at a meeting of the Ineligible
Directors  duly  called  and held.  None of the  Ineligible  Directors  shall be
personally liable for any action,  determination or interpretation  made in good
faith with respect to the Plan or the Options.

     4.  ELIGIBILITY.  All  Directors  of  the  Company  shall  be  eligible  to
participate  in the  Plan  unless  they  are  employees  of the  Company  or any
Subsidiary or Parent of the Company.

<PAGE>

5.       SHARES SUBJECT TO THE PLAN

(A)      CLASS.  The shares  which are to be made the subject of awards  granted
         under the Plan shall be the Company's authorized but unissued Stock. In
         connection  with the issuance of Stock under the Plan,  the Company may
         repurchase Stock in the open market or otherwise.

(B)      AGGREGATE AMOUNT.  The total number of shares of Stock authorized under
         the Plan shall not exceed 62,500  (subject to adjustment  under Section
         10(c)).  If  any  outstanding  Option  under  the  Plan  expires  or is
         terminated for any reason,  then the Stock allocable to the unexercised
         portion of such Option shall not be charged  against the  limitation of
         this Section 5(b) and may again become the subject of an Option granted
         under the Plan.

6.       RETAINER\MEETING COMPENSATION.

(A)      RETAINER.   The  cash  amount  of  the  Retainer  shall  be  paid,  and
         certificates  for the Stock portion of the Retainer shall be delivered,
         to Eligible Directors on or as soon as practicable following the annual
         meeting of the  stockholders  of the Company,  in each such case to the
         Eligible directors elected at such meeting.  Such certificates shall be
         registered  in the  name of the  Eligible  Director,  and all  Stock so
         issued shall be fully paid and nonassessable. The Company shall pay any
         issuance or transfer taxes with respect to the issuance of Stock.

(B)      MEETING  FEES.  Meeting  Fees  shall  be  paid in cash on or as soon as
         practicable  after  any  regular  or  special  meeting  attended  by an
         Eligible Director.

         7. TERMS, CONDITIONS AND FORM OF OPTIONS. Each Option granted under the
Plan  shall  be  evidenced  by a  written  agreement  substantially  in the form
attached  hereto or in such other form as the  Ineligible  Directors  shall from
time to time approve,  which  agreements  shall be executed by a duly authorized
officer of the  Company and shall  comply  with and be subject to the  following
terms and conditions:

(A)      OPTION  GRANT  DATES.  Commencing  in 1999,  Options  shall be  granted
         automatically  to each Eligible  Director elected at the annual meeting
         of stockholders of the Company as of the date of such meeting.

(B)      OPTION  FORMULA.  Each  Eligible  Director  shall  receive an Option to
         purchase  5,000 shares of Stock on the grant date of the Option without
         further action by the Board or the Ineligible Directors.

(C)      PERIOD OF OPTIONS.  Options  shall vest and become  exercisable  on the
         first  anniversary  of grant  date of the  Option;  and  Options  shall
         terminate and cease to be exercisable  on the tenth  anniversary of the
         grant date of the Option  (subject to prior  termination as provided in
         Sections 7(g) and (h) below).

(D)      OPTION  PRICE.  The  exercise  price of each  Option  shall be the Fair
         Market Value of a share of Stock on the date the Option is granted.

     (E) EXERCISE OF OPTIONS.  Vested and  exercisable  Options may be exercised
(in full or in part) only by written notice of exercise delivered to the Company
at its principal executive office accompanied either (i) by cash  payment of the
aggregate  exercise  price for all shares of Stock being acquired upon exercise
of the Option,  or (ii) written  direction to deliver  the shares of Stock being
acquired  upon  exercise of the Option to a registered broker dealer with
instruction to sell such shares for the account of Optionee, and to remit to the
Company out of such sale  proceeds a cash payment equal to the  aggregate
exercise  price for all shares of Stock being  acquired upon exercise of the
Option.  Such Option shall be deemed to have been exercised on the date both
such required items have been received by the Company.
<PAGE>

     (F) TRANSFERABILITY. No Option granted under the Plan shall be transferable
other  than by  will  or by the  laws of  descent  and  distribution;  provided,
however,  that the Ineligible  Directors may determine to grant Options that are
transferable,  without payment of consideration,  to immediate family members of
the Grantee or to trusts or partnerships for such family members,  and may amend
outstanding  Options to provide  for such  transferability.  No  interest of any
Optionee in any Option shall be subject to attachment,  execution,  garnishment,
sequestration,  the laws of bankruptcy or any other legal or equitable  process.
Except as otherwise determined by the Ineligible Directors,  during the lifetime
of the  Grantee,  Options  shall  be  exercisable  only  by the  Grantee  or the
Grantee's guardian or legal representative.

     (G)  DEATH OR  DISABILITY  OF  GRANTEE.  If a  Grantee  dies or  terminates
performance of services as a Director  because of  Disability,  any unvested and
unexercisable  Option granted to such Grantee shall  immediately and fully vest.
Such Option, together with any other vested and unexercisable Options granted to
such Grantee, may be exercised,  at any time, or from time to time, prior to the
earlier of (i) the  termination of such Option in accordance  with Section 7(c),
or (ii) one year after the date of Grantee's death or termination of services as
a Director,  at which date all  then-outstanding and unexercised Options granted
to such  Grantee  shall  terminate.  In the  case of  death,  an  Option  may be
exercised  by the  person or  persons to whom the  Optionee's  rights  under the
Option pass by will or applicable law, or if no such person has such rights,  by
the Optionee's executors or administrators; provided that such person(s) consent
in  writing  to abide by and be  subject to the terms of the Plan and the Option
and such writing is delivered to the Company.

(H)      TERMINATION OF SERVICES AS DIRECTOR.

     (i) If a  Grantee's  performance  of  services  for  the  Company  and  its
Subsidiaries  shall  terminate  for any reason other than death or Disability or
termination of services as a Director for Cause, any unvested and  unexercisable
Option granted to such Grantee shall  immediately  and fully vest.  Such Option,
together with any other vested and exercisable  Options granted to such Grantee,
may be exercised, at any time, or from time to time, prior to the earlier of (i)
the  termination  of such Option in  accordance  with Section 7(c) or (ii) three
months after the date of such  Grantee's  termination of services as a Director,
at which  date all  then-outstanding  and  unexercised  Options  granted to such
Grantee shall terminate.

                           (ii) If a  Grantee's  performance  of  services  as a
                  Director  is   terminated   for  Cause,   any   unvested   and
                  unexercisable  Option granted to such Grantee shall  terminate
                  as of the date of such  termination  of services.  All Options
                  previously  granted to such Grantee  which are, as of the date
                  of such termination of services,  vested and exercisable,  may
                  be exercised at any time,  or from time to time,  prior to the
                  earlier of (i) the  termination  of such Option in  accordance
                  with  Section  7(c) or (ii) one  month  after the date of such
                  Grantee's termination of services as a Director, at which date
                  all  then-outstanding  and unexercised Options granted to such
                  Grantee shall terminate.  For this purpose of the Plan and any
                  Option  agreement,  such Grantee's  service shall be deemed to
                  have  terminated  on the  earlier  of (A) the  date  when  the
                  Grantee's service in fact terminated or (B) the date when such
                  Grantee  received  written  notice  that  his  service  is  to
                  terminate for Cause.

<PAGE>

                  (I) NO RIGHTS  AS  SHAREHOLDER.  No  Optionee  shall  have any
         rights as a shareholder  with respect to any Stock subject to an Option
         prior to the date of issuance  to such  Optionee  of a  certificate  or
         certificates for such shares.

         8. COMPLIANCE WITH OTHER LAWS AND REGULATIONS.  The Plan, the grant and
exercise  of  Options  under the Plan,  and the  obligation  of the  Company  to
transfer  shares under such Options shall be subject to all  applicable  federal
and state laws, rules and regulations,  including those related to disclosure of
financial  and other  information  to  Optionees,  and to any  approvals  by any
government  or  regulatory  agency as may be required.  The Company shall not be
required to issue or deliver any  certificates  for shares of Stock prior to (a)
the listing of such shares on any stock  exchange on which the Stock may then be
listed,  where such listing is required  under the rules or  regulations of such
exchange,  and (b) the compliance with applicable  federal and state  securities
laws and regulations relating to the issuance and delivery of such certificates;
provided, however, that the Company shall make all reasonable efforts to so list
such shares and to comply with such laws and regulations.

         9. AMENDMENT AND DISCONTINUANCE. The Board may from time to time amend,
suspend or discontinue the Plan; provided,  however, that, the Plan shall not be
amended  without  the consent of the  shareholders  of the Company to the extent
such  consent is required  under Rule 16b-3,  Section  162(m) of the Code or any
stock exchange or market  quotation  system on which the Stock is then listed or
quoted.  Except where  approval of the Board is required by applicable  law, the
power of the Board to amend,  suspend or discontinue the Plan shall be exercised
by the Ineligible Directors.

10.      GENERAL PROVISIONS.

(A)      ASSIGNABILITY.  The  rights  and  benefits  under the Plan shall not be
         assignable or transferable  by an Eligible  Director other than by will
         or by the laws of descent and  distribution,  and,  except as otherwise
         determined  by the  Ineligible  Directors,  during the  lifetime of the
         Grantee,  Options  granted under the Plan shall be exercisable  only by
         the Grantee.

(B)      TERMINATION OF PLAN. No Options may be granted under the Plan after May
         18, 2006 (or if such date is not a business day, on the next succeeding
         business day). The Plan shall  automatically  terminate on the date all
         Options  granted under the Plan have been exercised or have  terminated
         or expired.

(C)      ADJUSTMENTS IN EVENT OF CHANGE IN STOCK.  In the event of any change in
         the  Stock  by  reason   of  any  stock   dividend,   recapitalization,
         reorganization,   merger,  consolidation,   split-up,  combination,  or
         exchange of shares,  or of any similar change  affecting the Stock, the
         number and class of shares subject to outstanding Options, the exercise
         price per share,  and any other terms of the Plan or the Options  which
         in the Ineligible  Directors' sole discretion  require adjustment shall
         be appropriately adjusted consistent with such change in such manner as
         the Ineligible Directors may deem appropriate.

(D)      NO RIGHT TO CONTINUE AS A DIRECTOR.  Neither the Plan, nor the granting
         of an Option nor any other  action  taken  pursuant to the Plan,  shall
         constitute or be evidence of any agreement or understanding, express or
         implied,  that the  Company  will  retain a Director  for any period of
         time, or at any particular rate of compensation.

<PAGE>

(E)      ERISA. The Plan is not an employee benefit plan which is subject to the
         provisions of the Employee  Retirement Income Security Act of 1974, and
         the  provisions of Section 401(a) of the Code are not applicable to the
         Plan.

(F)      NON-STATUTORY  OPTIONS.  All  Options  granted  under the Plan shall be
         non-statutory  options  not  entitled to special  tax  treatment  under
         Section 422A of the Code.

(G)      EFFECTIVE DATE OF THE PLAN. The Plan  originally  took effect on May 8,
         1996 (ten days  following  last  adoption  by the  stockholders  of the
         Company on May 8, 1996).  The Plan was originally  adopted by the Board
         on March 29, 1996, was  subsequently  amended by the Board on April 15,
         1996,  and was amended and  restated by the Board on February 14, 1997,
         February 19, 1998,  May 19, 1998,  and February 23, 1999.  The Plan was
         originally  adopted  by the  stockholders  of the  Company on March 29,
         1996,  and again on May 8, 1996  following the amendment of the Plan by
         the Board.

(H)      EFFECT OF  AMENDMENT  AND  RESTATEMENT  OF THE PLAN.  This  amended and
         restated  version of the Plan shall amend and supersede in its entirety
         previous versions of the Plan, provided,  however,  that such amendment
         and  restatement  is not intended to affect the validity of any actions
         taken under  previous  versions of the Plan, as summarized on Exhibit A
         hereto.

(I)      GOVERNING LAW. The Plan and all  determinations  made and actions taken
         pursuant  hereto shall be governed by the laws of the State of Colorado
         and construed accordingly.

(J)      VARIATION  OF  PRONOUNS.   All  pronouns  and  any  variations  thereof
         contained  herein  shall be  deemed  to refer to  masculine,  feminine,
         neuter,  singular or plural,  as the  identity of the person or persons
         may require.


<PAGE>
<TABLE>
<CAPTION>

                                                     EXHIBIT A
                                        HISTORY OF PLAN ACTIONS/AMENDMENTS
                                                                                  MEETING FEES
                                               RETAINER                     (In Person/By Telephone)             OPTIONS
                                   ----------------------------------   ----------------------------------  ------------------
                                                                                    Committee Meeting
                                                                                  -------------------------
                                                                                               Non-Chair      Number @ Price/

                                   Amount of Cash/   # of Shares/       Board        Committee   Committee          Term/
   DATE             ACTION             Date Paid        Date Paid       Meeting      Chair only     Member       Date Issued
<S>             <C>               <C>               <C>                <C>                                 <C>
  3-29-96        Plan Adopted      $8,000/           $8,000 in          $1,000/                             625 @ IPO price
                                   IPO closing then  shares               $350                              then at FMV/
                                   1ST business day  (rounded to                                            5 years/
                                   of year           next 100)/                                             IPO Closing then
                                                     IPO CLOSING                                            3RD business day
                                                     THEN 1ST                                               after earnings
                                                     business day                                           release
                                                     of year

  4-15-96        Plan Amended                        400 shares/
                                                     IPO closing
                                                     THEN 1ST
                                                     business day
                                                     of year


  2-14-97        Plan Amended      $8,000/           400 shares/                                            1,500 @ FMV/
                                   Annual Meeting    Annual Meeting                                         10 years/

                                                                                                            3RD business day

                                                                                                            after earnings

                                                                                                            release

  2-19-98        Plan Amended                                                                               1,500 @ FMV/
                                                                                                            10 years/
                                                                                                            Annual Meeting

  5-19-98        Plan Amended      $15,000/          500 shares/                   $2,000/     $1,000/
                                   Annual Meeting    Annual Meeting                 $700         $350


  2-23-99        Plan Amended                                                                               5,000 @ FMV/
                                                                                                            10 years/
                                                                                                            Annual Meeting

</TABLE>