EXHIBIT 10.17


                 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT


THIS FIRST  AMENDMENT TO PURCHASE  AND SALE  AGREEMENT  (the "First  Amendment")
reference  _______,  dated and effective as of this [ * ] day of [ * ] is by and
between  ROLLS-ROYCE  plc,  whose  registered  office is at 65 Buckingham  Gate,
London,  SW1E 6AT,  England,  incorporated  under the laws of England (Reg.  No.
1003142) ("R-R"), and TITANIUM METALS CORPORATION,  whose corporate headquarters
are located at 1999  Broadway,  Suite 4300,  Denver,  CO 80202,  USA, a Delaware
corporation ("TIMET"). TIMET and R-R are together referred to as the "Parties."

                                    RECITALS

A.   R-R and TIMET have  executed an Agreement for Purchase and Sale of Titanium
     dated as of [ * ] (the "Master Agreement").  Certain capitalized terms used
     in this First  Amendment  but not defined  herein  shall have the  meanings
     ascribed to them in the Master  Agreement or in the Exhibits and  Schedules
     thereto, all of which together form and constitute the Master Agreement.

B.   The Master Agreement  provides,  among other things, that R-R will purchase
     from TIMET and TIMET will sell to R-R a specified  volume of certain  TIMET
     Titanium Products identified in the Master Agreement.

C.   R-R and TIMET wish to amend the Master Agreement, to [ * ].

D.   Upon  execution  by  both  Parties  of this  First  Amendment,  the  Master
     Agreement shall be amended by this First Amendment,  and,  thereafter,  the
     term "Master Agreement" shall mean that agreement as so amended.

NOW, THEREFORE, the Parties agree that the Master Agreement is amended follows:

                                    AMENDMENT

1. DEFINITIONS

Section 1 of the Master  Agreement  shall be amended to add, in the  appropriate
alphabetical order, the following new definitions:

     [ * ]

     "R&D"has the  meaning  given  such term in  Section  6.7(f)  of the  Master
          Agreement.

     [ * ]


     "[ * ]" has the  meaning  given such term in Section  6.7(f) of the  Master
          Agreement.

[ * ]


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities  and Exchange  Commission.  Confidential  treatment has been
requested with respect to such omitted portions.



<PAGE>

The original  Section 4.2 of the Master Agreement shall be renumbered as Section
4.3, and a new Section 4.2 shall be added to the Master Agreement as follows:

     4.2 [ * ]


[ * ]

     3.1  Subsection (a) of Section 5.3 of the Master Agreement shall be deleted
          in its entirety, and replaced with the following new Subsection (a):

          [ * ]

     3.2  The following new  Subsection (i) shall be added to Section 5.2 of the
          Common Terms following Subsection 5.2(h) thereof:

          [ * ]


4. CUSTOMER VALUE INITIATIVES

Section 6 of the  Master  Agreement  shall be  amended  by adding  thereto a new
Section 6.7, as follows:

     6.7  TECHNICAL AND PRODUCTION  IMPROVEMENT TARGETS SPECIFICALLY  APPLICABLE
          TO [ * ]

          The Parties shall work together  through the Customer Value Task Force
          in support  of the  following  joint  technical  initiatives  aimed at
          deriving mutual technical and commercial  benefits from [ * ] are more
          fully described in the following Subsections (a) through (i).

          The Parties both acknowledge and agree that the Targets  identified in
          this Section 6.7 represent [ * ], that working toward each Target will
          require the mutual commitment of both Parties, and that all efforts of
          both  Parties  in  furtherance  of these  Targets  shall be subject to
          normal commercial reasonableness (cost/benefit) standards.

          The  Parties  further  agree  that the  provisions  contained  in this
          Section 6.7 are [ * ].

          (a)  Targets for Process Capability Improvements. [ * ].

               [ * ]

               [ * ]

               The Parties shall work together to improve capabilities,  in such
               of  the  above  referenced  areas  in  which  they  reach  mutual
               agreement and  cooperation  as to  improvements [ * ] after which

                                        2


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities  and Exchange  Commission.  Confidential  treatment has been
requested with respect to such omitted portions.


<PAGE>

               time  annual  improvement  targets  shall  be  established  as an
               ongoing function of the Customer Value Task Force.

          (b)  Targets  for  Mechanical  Property   Improvements.   Specifically
               designated   representatives  of  TIMET  and  of  R-R,  including
               representatives  from [ * ] and any  others to be  designated  by
               R-R,  will  work  together  in  an  effort  to  achieve  targeted
               improvements in the mechanical property levels [ * ]. The Parties
               will, through their meetings and discussions, mutually agree upon
               selected  improvements  that  will  ultimately  be  pursued.  The
               Parties presently  anticipate that the initial  improvements will
               be targeted [ * ].

               The Parties will  initially  target an  improvement  [ * ]. TIMET
               will  contribute to the  mechanical  property  improvements  by a
               variety of possible means that may include, among other things, [
               * ].

               Consistent with other  confidentiality  commitments  that each of
               the  Parties  may have,  the Parties  agree to  cooperate  to the
               fullest possible extent in the exchange of information, knowledge
               and  expertise  (including  both  internally  managed  technology
               programmes and external  research and development  activities) in
               working  toward  these  target  improvements  with respect to the
               following goals: [ * ].

          (c)  Targets for Lead Time Reductions. TIMET will provide R-R with its
               best  estimate of a datum point for the lead time scales for both
               [ * ].

               The Parties  understand and  acknowledge  that reductions in lead
               times for route processing  necessarily involve [ * ]. Therefore,
               the Parties each agree to work with [ * ] as are identified  from
               time to time,  in an effort to better  facilitate  achieving  the
               targeted reductions, [ * ].

               [ * ].

          (d)  Targets  for  Yield  Improvements.   In  the  interests  of  cost
               reduction through  increased  material  utilisation,  the Parties
               agree to  cooperate in  establishing  a programme of work through
               which they will jointly develop one or more means directed at [ *
               ]. To this end, the Parties  shall work together  supporting  and
               linking  appropriate  resources to achieve the following targeted
               goals: [ * ].

               The  Parties  agree  to  cooperate  to  work  toward  timely  and
               cost-effective  initiation  of trial  work  that may be  required
               prior  to  undertaking   the  steps  necessary  for  testing  and
               validation of proposed new initiatives. [ * ].

                                        3


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities  and Exchange  Commission.  Confidential  treatment has been
requested with respect to such omitted portions.


<PAGE>

          (e)  Targets Relating to Rolls-Royce Quality Renaissance. TIMET agrees
               to work together  with R-R in  implementing  Rolls-Royce  Quality
               Renaissance  targets,  with a goal  of  achieving  reductions  in
               customer related incidents.  In furtherance of these targets, the
               Parties shall each cooperate to:

                    [ * ]

          (f)  Targets for Research and Development Activities. [ * ].

               The Parties commit to undertake  regular reviews of each of their
               R&D  activities  and to  dedicate  some  portion of each of their
               total R&D  activities  in support  of  mutually  agreed  upon and
               mutually defined areas of technological development.  In addition
               to regular R&D activity  reviews,  the Parties commit to at least
               an annual review of progress against the agreed upon R&D targets.

          (g)  Other  [  *  ]  Initiatives.  TIMET  will  use  all  commercially
               reasonable   efforts  to  pursue  such   additional   initiatives
               pertaining [ * ] as have  previously been or may in the future be
               discussed, and as are mutually agreed to by the Parties.

          (h)  [ * ]

          (i)  Shared  Understandings.  The Parties will work together  toward a
               goal of  achieving  [ * ], and to this end will each  continue to
               participate  in  Customer  Value  Initiatives  and other  regular
               forums to assist in achieving  these targets.  The Parties commit
               to expanding the scope of the Customer Value Task Force as may be
               reasonably  necessary to accomplish  such  exchanges.  [ * ]. The
               Parties further  acknowledge that in the course of developing and
               implementing any new technical or production improvement targets,
               [ * ].

5. [ * ].

The version of Section  4.1 of the Common  Terms that is  applicable  to R-R and
contained in Section 8.1 of the Master  Agreement  shall be deleted and replaced
in its entirety by the following new Section 4.1:

     4.1  Subject to the other terms and  conditions  contained  in these Common
          Terms (including,  but not limited to, any limitations on [ * ] and to
          Section 4.5 of these Common Terms), R-R agrees that it will purchase [
          * ] from TIMET [ * ]during the term of the Purchase Agreement [ * ]:

          [ * ]

          Subject to the other terms and  conditions of the Purchase  Agreement,
          TIMET  agrees  that it will  sell to  Purchaser  such  volume of TIMET

                                        4


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities  and Exchange  Commission.  Confidential  treatment has been
requested with respect to such omitted portions.

<PAGE>

          Titanium Products actually ordered by Purchaser.  For purposes of this
          Section 4.1:

               (x)  A TIMET Titanium Product shall be deemed to have been [ * ];
                    provided,  however,  that if payment for such TIMET Titanium
                    Product is not  subsequently  made by Purchaser,  such TIMET
                    Titanium Product will be deducted from [ * ];

               (y)  TIMET  Titanium  Products  with  respect to which a Purchase
                    Order is terminated  in accordance  with Section 10.1 of the
                    Terms & Conditions  shall be counted only in an amount equal
                    to the relevant  volume (in kilograms)  times the percentage
                    of   applicable   price   actually   paid  as  an  Equitable
                    Termination  Settlement in accordance with Sections 10.3 and
                    11.2 of the Terms & Conditions; and

               (z)  Any  substitute  Titanium  Product  purchased  by  Purchaser
                    pursuant to Sections 5.1(b) or 9.3 of the Terms & Conditions
                    shall be counted for  purposes of this  Section 4.1 as if it
                    were a TIMET Titanium Product purchased by Purchaser.

                                        5

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities  and Exchange  Commission.  Confidential  treatment has been
requested with respect to such omitted portions.


<PAGE>


6.   VOLUME LIMITATIONS

     6.1  Section  2.11 through and  including  Section 2.32 of the Common Terms
          shall be renumbered as Sections 2.12 through 2.33, respectively, and a
          new Section 2.11 shall be added to the Common Terms, as follows:

          2.11 [ * ] each for each TIMET  Titanium  Product  (determined  on the
               basis of individual part numbers) contained in TIMET's production
               schedule. In no case shall any such [ * ] be deemed to reduce, or
               be construed to imply TIMET's agreement to reduce,  the [ * ] set
               forth in Schedule 2 to the Common Terms.

     6.2  Section  2.12 of the Common Terms shall be deleted in its entirety and
          replaced with the following new Section 2.12:

          2.12 [ * ].

7.   ADDITION  OF [ * ] AND  PRICING  TO  SCHEDULE  1 TO COMMON  TERMS  (PRICING
     SCHEDULE) AND DIVISION OF [ * ]


     7.1  Schedule 1 to the Common Terms shall be amended by adding  thereto the
          following  products,  which are hereafter included within the scope of
          the term "TIMET Titanium Products" as used in the Master Agreement,  [
          * ]:

     [ * ]

     7.2  The TIMET Titanium  Products  identified in Schedule 1 to Exhibit A of
          the  Master  Agreement,  as amended by the  addition  of the  products
          listed in the [ * ] contained in Section 7.1 herein, shall be [ * ]

          [ * ]


                                        6

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities  and Exchange  Commission.  Confidential  treatment has been
requested with respect to such omitted portions.


<PAGE>


8.   RENUMBERING  OF CROSS  REFERENCES  TO AMENDED  SECTIONS.  To the extent any
     sections in the Master  Agreement are renumbered upon the  effectiveness of
     this First  Amendment,  all  cross-references  to such renumbered  sections
     contained  in any  part of the  Master  Agreement  shall  be  deemed  to be
     revised, as appropriate, to refer to the renumbered section.

9.   CONTINUING  EFFECTIVENESS OF MASTER AGREEMENT.  Except as expressly amended
     by this First  Amendment,  the Master  Agreement shall remain in full force
     and effect.

10.  COUNTERPARTS.  This First Amendment may be executed in multiple,  identical
     counterparts, each of which shall be an original, but all of which together
     shall constitute one and the same agreement.

IN WITNESS  WHEREOF,  this First  Amendment  to Purchase  and Sale  Agreement is
executed by an authorized representative of each Party to be effective as of the
date first hereinabove set forth.

ROLLS-ROYCE plc                                  ROLLS-ROYCE plc


By: /s/ Chris Hole                               By:/s/ Julia King
    ------------------------                        ----------------------


Name: Chris Hole                                 Name: Julia King
      ----------------------                           -------------------

Title: Procurement Director                      Title: Managing Director
       ---------------------                            ------------------

Notices to:
----------
Rolls-Royce plc
P.O. Box 31
Derby DE24 8BJ, England
Attn: [ * ]
General Manager - Materials Supply Chain
Facsimile No.: [ * ]



TITANIUM METALS CORPORATION


By: /s/ J. Landis Martin
   ---------------------------------------

Name: J. Landis Martin
     -------------------------------------

Title: Chairman & Chief Executive Officer
      ------------------------------------

Notices to:                                      With a copy to:
----------                                       --------------
TIMET UK Limited                                 Titanium Metals Corporation
P.O. Box 704                                     1999 Broadway, Suite 4300

                                        7


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities  and Exchange  Commission.  Confidential  treatment has been
requested with respect to such omitted portions.

<PAGE>


Witton                                           Denver, Colorado 80202
Birmingham B6 7UR                                USA
England                                          Attn: Vice President, General
Attn: Director--Sales and Marketing                         Counsel & Secretary
Facsimile No.: [ * ]                             Facsimile No.: [ * ]

                                        8


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities  and Exchange  Commission.  Confidential  treatment has been
requested with respect to such omitted portions.