Exhibit 10.21

                           SEVERANCE AGREEMENT

                                                               February 19, 1999

BY FEDERAL EXPRESS

PRIVATE & CONFIDENTIAL

William C. Acton
47 Barrington Lane

Chester Springs, PA  19425

Dear Bill:

         This will confirm  that you have  voluntarily  accepted  the  severance
offer of Titanium  Metals  Corporation  ("TIMET") under the terms and conditions
described below:

     1. EMPLOYMENT TERMINATION DATE. Your last day of employment with TIMET will
be March 5, 1999.

     2. SEPARATION PAYMENT AND BENEFITS.  Per the Executive  Severance Agreement
dated September 27, 1996 between yourself and Titanium Hearth  Technologies Inc.
(the  "Prior  Agreement"),   within  fourteen  (14)  calendar  days  after  your
termination date, TIMET will make a settlement payment in the amount of $300,000
less all customary or required  withholdings.  As additional  consideration  for
this Agreement, TIMET will agree to continue your health care benefits (medical,
dental,  and  vision)  until the  earlier  of (a) the last day of the sixth full
calendar month after the month in which you terminate employment or (b) the date
you secure  alternate  health  care  benefits  through  another  employer.  Such
benefits will be provided to you on the same terms as they are provided to other
executives  within TIMET  during such  period.  The start date of the period for
voluntary benefit  continuation under COBRA would be at the end of the six-month
period (i.e.,  the six months would not be counted  against your COBRA  period).
You will  also  receive a lump sum  payment  equivalent  to your cash  incentive
"profit sharing" bonus for 1998 at an individual  performance level no less than
"Fully Proficient".
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     3. GENERAL RELEASE OF ALL CLAIMS. In exchange for the payments and benefits
provided to you under  Paragraph 2 of this  Agreement,  you agree to be bound by
the  terms  of  this  Agreement  and the  Prior  Agreement,  and you  knowingly,
voluntarily,  and  irrevocably  release  and  forever  discharge  TIMET  and its
officers, directors, shareholders, employees, agents, predecessors,  successors,
heirs, purchasers,  assigns, affiliates,  subsidiaries, and all other persons or
entities  acting on its  behalf  (all of whom are  expressly  made  third  party
beneficiaries  of this  Release),  of and from all  actions or causes of action,
suits, debts, covenants, contracts, agreements, promises, obligations,  damages,
judgments,  executions,  liabilities,  claims for  attorney's  fees and costs or
disbursements,  and any other  claims or  demands  of  whatever  kind or nature,
whether known or unknown,  suspected or unsuspected,  which against TIMET you or
your  heirs,  executors,  or  administrators  ever had,  now have,  or may have,
including,  but not  limited  to, all  claims  under the Age  Discrimination  in
Employment  Act of 1967,  as amended,  29 U.S.C.  ss.621 et seq.  ("ADEA"),  all
claims under Title VII of the Civil Rights Act of 1964,  as amended,  all claims
under the  Americans  with  Disabilities  Act,  all claims  under the Family and
Medical Leave Act, all claims under the Occupational  Safety and Health Act, all
claims under the Employee  Retirement  Income  Security Act of 1974,  as amended
(except for vested benefits),  all claims under any law of the State of Colorado
or Pennsylvania,  all claims of breach of contract, all claims sounding in tort,
all  claims of  wrongful  discharge,  and all  other  federal,  state,  or local
constitutional,  statutory,  or common law  claims or  actions  which in any way
refer to or arise out of : (i) your  employment with or separation of employment
from TIMET, or (ii) any other claim which you have or may have which arises,  in
whole or in PART,  OUT OF ANY INCIDENT OR CONDUCT WHICH  OCCURRED  PRIOR TO YOUR
EXECUTION OF THIS  AGREEMENT.  BY SIGNING THIS AGREEMENT YOU EXPRESSLY AGREE AND
UNDERSTAND  THAT  YOU ARE  GIVING  TO  TIMET  AND  EACH OF ITS  REPRESENTATIVES,
SUBSIDIARIES,  PARENT CORPORATIONS,  AND AFFILIATES A GENERAL RELEASE OF ANY AND
ALL  CLAIMS  THAT YOU MAY  HAVE  AGAINST  TIMET  OR ANY OF ITS  REPRESENTATIVES,
SHAREHOLDERS, SUBSIDIARIES, AFFILIATES AND OTHERS IDENTIFIED ABOVE.

4.       ADEA AND OWBPA RELEASE. IN ADDITION TO THE GENERAL RELEASE contained in
         Paragraph 3 of this Agreement, in exchange for the benefits provided to
         you  under  this  Agreement  you  also  knowingly,   voluntarily,   and
         irrevocably  discharge and release TIMET, and its officers,  directors,
         employees,    agents,    subsidiaries,     affiliates,    shareholders,
         predecessors,  successors and assigns,  and all other persons acting on
         its behalf, from any claim arising under the ADEA and the Older Workers
         Benefit  Protection  Act  ("OWBPA").  For  purposes  of the  waiver and
         release set forth in this Paragraph 4, you acknowledge  that by signing
         this  Agreement  and  delivering a signed copy to TIMET,  you agree and
         acknowledge that:

     a. the lump sum severance  payment and other  benefits you are receiving in
exchange  for your waiver and release are in excess of any  benefits or anything
of value to which you are otherwise entitled;

     b. you have been and are  advised  to  consult  with an  attorney  prior to
signing this Agreement;

c.                you have been given at least  twenty-one  (21) days after this
                  Agreement is given to you to sign this  Agreement  and deliver
                  the signed copy to TIMET (although you may choose to sign this
                  Agreement and deliver it to TIMET sooner);

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         d.       you have been  given a period of seven (7) days after the date
                  on which you signed this  Agreement to void your signature and
                  the  provisions  of this  Agreement  and revoke the waiver and
                  release in writing;

         e.       you  have  carefully  read  and  fully  understand  all of the
                  provisions  of the  General  Release  in  Paragraph  3 and the
                  waiver and release in this  Paragraph 4, and you knowingly and
                  voluntarily agree to the terms thereof; and

         f.       you understand and agree that that this Agreement shall not be
                  effective or enforceable,  and no benefits will be provided to
                  you under this Agreement,  until seven (7) days after you have
                  signed this Agreement.

5.       You agree to return to TIMET on or before  your  Termination  date,  in
         good  order and  condition,  all TIMET  computers,  mobile  telephones,
         records, manuals, and any and all property belonging to any customer.

6.       THIS  AGREEMENT  SHALL BE GOVERNED IN  ACCORDANCE  WITH THE LAWS OF THE
         STATE OF COLORADO,  without regard to its conflicts of law  provisions.
         Should any clause or provision of this Agreement be declared illegal or
         unenforceable  by any court of  competent  jurisdiction  and  cannot be
         modified to be  enforceable,  such provision shall  immediately  become
         null and void,  leaving the  remainder of this  Agreement in full force
         and effect.

     7.   CONFIDENTIALITY   AND  PROTECTION  OF  PROPRIETARY   INFORMATION.   In
consideration  for the benefits outlined in this Agreement you agree to abide by
the confidentiality (paragraph 4) and non-competition and solicitation agreement
(paragraph 5) of the Prior Agreement.

8.       You agree that this  Agreement  and the Prior  Agreement  set forth the
         entire  understanding  between the parties hereto,  and fully supersede
         any prior  agreements,  contracts,  or  understandings  between you and
         TIMET or  Titanium  Hearth  Technologies  ("THT"),  whether  written or
         verbal, express or implied.

9.       You also agree that, except for the payments and benefits  specifically
         described in this Agreement,  after your Employment  Termination  Date,
         you will not be entitled  to and will not receive any other  payment or
         benefit of any kind from TIMET or THT, nor will you  participate in any
         plan or program sponsored by TIMET or THT.

10.      THE  TERMS  AND  CONDITIONS  CONTAINED  IN THIS  AGREEMENT  CAN ONLY be
         changed  by a  written  document,  signed  by  you  and  an  authorized
         representative of TIMET.


<PAGE>



         Whether or not you choose to discuss this  Agreement  with an attorney,
you should  thoroughly  review and understand this Agreement  before you execute
it. If, after you have carefully read and understand the terms and conditions of
this Agreement,  you wish to accept these terms and  conditions,  I ask that you
sign and return to me the additional copy of this Agreement,  acknowledging your
acceptance, on or before March 12, 1999.

                                                     Sincerely,

                                    BY: /S/ LESLIE P.Lundberg

                                    Leslie P. Lundberg

                                    Title:   ______________________________
                                             VICE PRESIDENT,
                                             HUMAN RESOURCES

                                    DATE:   3-4-99
                                    Witness:  ____________________________


<PAGE>


         After carefully  reading and fully  understanding  all of the terms and
conditions of this  Agreement  (including  without  limitation,  the waivers and
releases  set forth in  paragraphs  3 and 4), I hereby  accept  these  terms and
conditions  with  respect to the  termination  of my  employment  with TIMET.  I
acknowledge that I am not relying upon any other oral or written  representation
of any kind in signing this Agreement.  I understand and agree that the terms of
this Agreement (including without limitation, the waivers and releases set forth
in  PARAGRAPHS  3 AND 4) ARE  BINDING  UPON  BOTH  ME AND MY  HEIRS,  EXECUTORS,
ADMINISTRATORS, AND SUCCESSORS. I ALSO ACKNOWLEDGE THAT THE WAIVERS AND RELEASES
CONTAINED IN  PARAGRAPHS 3 AND 4 CONSTITUTE  KNOWING AND  VOLUNTARY  WAIVERS AND
RELEASES OF ALL LEGAL CLAIMS THAT I MAY HAVE AGAINST  TIMET AND THE OTHERS NAMED
THEREIN.

 /S/ WILLIAM C. ACTON                     3-2-99
EMPLOYEE'S SIGNATURE                      Date