EXHIBIT 10.18


                 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT


THIS SECOND  AMENDMENT TO PURCHASE AND SALE AGREEMENT  (the "Second  Amendment")
reference  _______,  dated  and  effective  as of  this [ * ] 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 [ * ] as amended by the First  Amendment  to Purchase  and Sale
     Agreement  dated as of [ * ] (together,  the "Master  Agreement").  Certain
     capitalized  terms used in this Second  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.   R-R and  TIMET  wish to amend  the  Master  Agreement  by the terms of this
     Second Amendment.

C.   Upon  execution  by both  Parties  of this  Second  Amendment,  the  Master
     Agreement shall be amended by this Second 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:

                                   AMENDMENTS

1.   PRICING MATTERS

1.1  Section 4.1 of the Master  Agreement  shall be deleted in its  entirety and
     replaced with the following new Section 4.1:

     "4.1 Initial  pricing for deliveries of TIMET Titanium  Products during the
          period from [ * ] through [ * ] shall be as set forth on Schedule 1 to
          the Common Terms."

1.2  Section 4.3 of the Master  Agreement  shall be deleted in its  entirety and
     replaced with the following new Section 4.3:

     "4.3 Pricing for deliveries of TIMET Titanium  Products during the period [
          * ] through [ * ] shall be adjusted annually,  as of January 1 of each
          such year (commencing [ * ]) based upon the application of the formula
          set forth in Section 3.2 of the Common Terms.  TIMET will provide R-R,


* 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>

          no later  than [ * ] of each year  (commencing  [ * ]),  with  TIMET's
          calculation  of the  resulting  price  change for each TIMET  Titanium
          Product."



1.3  Sections 3.1 and 3.2 of the Common Terms shall be deleted in their entirety
     and replaced with the following new Sections 3.1 and 3.2:

     "3.1 Pricing for all TIMET  Titanium  Products sold to Purchaser will be as
          set forth on Schedule 1 to these Common Terms, a current copy of which
          is attached  hereto,  except (a) as otherwise agreed in writing by R-R
          and TIMET,  or (b) as  otherwise  provided in this Article 3 for TIMET
          Titanium Products originally scheduled for delivery on or after [ * ].
          Pricing for TIMET  Titanium  Products not  specifically  identified in
          Schedule  1 will be  established  by the mutual  agreement  of R-R and
          TIMET for all Purchase  Agreements  (R-R acting as agent for Purchaser
          in such case). [ * ]. Any such  additional  prices for new or modified
          TIMET  Titanium  Products  will be  evidenced  by the  execution of an
          amended  and  restated  Schedule 1 signed by both R-R and TIMET  which
          shall  set forth  the  effective  date of such  amended  and  restated
          Schedule 1 and shall  thereupon be  substituted  for the  then-current
          Schedule 1. Schedule 1 shall be redacted,  as appropriate from time to
          time, to contain only those TIMET Titanium Products being purchased by
          Purchaser."

     "3.2 For TIMET Titanium  Products  originally  scheduled for delivery on or
          after [*],  the prices  set forth in the  then-current  Schedule 1 are
          subject  to  annual  adjustment,  up or  down,  subject  to an  annual
          adjustment  limitation  [ * ]  effective  January 1 of each such year,
          based upon the following formula:

               [ * ]

               Each  successive  calculation  shall  be  rounded  to the  fourth
               decimal,  except  that [ * ]  shall  be  rounded  to  the  second
               decimal.  All  referenced  index  values  to be used in the above
               formula  shall  be  index  values  as  of  June  30 in  the  year
               specified,  and the data for such  dates  shall be final data not
               preliminary data."

2. MISCELLANEOUS

Section 7 of the  Master  Agreement  shall be  amended  by adding  thereto a new
Section 7.6, as follows:

     "7.6 Without  limiting  any existing  obligation  of R-R to TIMET under the
          Master Agreement, R-R agrees that [ * ]."

3. VOLUME COMMITMENT

The version of Section  4.1(a) 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(a) to be included in Section
8.1 of the Master Agreement:

                                        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>

     "4.1(a) a volume of TIMET  Titanium  Products  comprised  of [ * ] not less
          that the greater of the volume identified in subpart (i) or the volume
          identified in subpart (ii) below:

          [ * ]

4. INGOT VOLUME LIMITATIONS

Section  2.10 of the Common  Terms shall be deleted in its entirety and replaced
with the following new Section 2.10:

     "2.10Excluded  Volume"  means,  for any given  calendar year, the aggregate
          volume  (rounded  to the  nearest 50 metric  tonnes)  of all  Titanium
          Products  purchased directly or indirectly by Purchaser for end use in
          an R-R aerospace application from a titanium producer other than TIMET
          solely for one of the following reasons: [ * ].

5. TERM; TERMINATION

5.1  Section  5.1 of the  Common  Terms  shall be deleted  in its  entirety  and
     replaced with the following new Section 5.1:

     "5.1 The Purchase Agreement shall expire on [ * ], if not sooner terminated
          in  accordance  with another  provision of this Article 5. TIMET shall
          not be obligated to accept any Purchase  Order calling for delivery of
          a TIMET Titanium Product after such date. The parties agree,  however,
          that during  calendar years [ * ] they shall meet to discuss the terms
          on which they might mutually agree to extend this agreement beyond [ *
          ].

5.2  R-R and TIMET  expressly  agree and intend that in  consideration  of their
     mutual  agreement  to  enter  into  this  Second  Amendment,  each  of them
     respectively waives any rights, conditions or circumstances that existed or
     may have existed prior to the execution of this Second Amendment that would
     have permitted  either party to exercise its  termination  rights under the
     Master  Agreement,  whether  arising under Sections 5.1, 5.2, or 5.3 of the
     Master Agreement, Section 5.2 of the Common Terms, or otherwise.

6.   RENUMBERING  OF CROSS  REFERENCES  TO AMENDED  SECTIONS.  To the extent any
     sections in the Master  Agreement are renumbered upon the  effectiveness of
     this Second 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.

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

                                        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>


8.   COUNTERPARTS.  This Second 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.

                                        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>


IN WITNESS  WHEREOF,  this Second  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


By:  /s/ Chris Hole
     -------------------------

Name:   Chris Hole
     -------------------------

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

Notices to:
----------
Rolls-Royce plc
P.O. Box 31
Derby DE24 8BJ, England
Attn: [ * ]
Purchasing Executive--Castings and Raw Materials
Facsimile No.: [ * ]



TITANIUM METALS CORPORATION


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

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

Title:   Chairman, President, and CEO
     ---------------------------------

Notices to:                                 With a copy to:
----------                                  --------------
TIMET UK Limited                            Titanium Metals Corporation
P.O. Box 704                                1999 Broadway, Suite 4300
Witton                                      Denver, Colorado 80202
Birmingham B6 7UR                           USA
England                                     Attn:  [ * ]
Attn:    [ * ]                              [ * ]
Facsimile No.: [ * ]                        Facsimile No.: [ * ]


                                        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.