===============================================================================
                 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                    Form 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended SEPTEMBER 30, 1995
                                               __________________

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                           Commission File NO. 0-1339
                                               ______

                        OREGON METALLURGICAL CORPORATION
             (Exact name of registrant as specified in its charter)

                 Oregon                           93-0448167
     _______________________________         ______________________
     (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)          Identification Number)

               530 West 34th Avenue                      97321
     _______________________________________           __________
     (Address of principal executive offices)          (Zip Code)

       Registrant's telephone number, including area code: (541) 967-9000
                                                           ______________

                                      None
             ______________________________________________________
             (Former name or address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes   X   No
                                              ______   ______

Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practicable date:

               Class                    Outstanding as of November 10, 1995
     _____________________________      ___________________________________
     Common stock, $1.00 par value                     10,963,377

===============================================================================

<PAGE>

                                               OREGON METALLURGICAL CORPORATION
_______________________________________________________________________________

PART 1:  FINANCIAL INFORMATION
ITEM 1:  FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
Unaudited

<TABLE>
<CAPTION>

                                          Three Months         Nine Months
FOR THE PERIOD ENDED SEPTEMBER 30,       1995      1994       1995      1994
                                         ____      ____       ____      ____

<S>                                     <C>       <C>       <C>       <C>
Net sales                               $ 41,236  $ 16,980  $107,199  $ 44,777
Cost of sales                             37,146    15,283    92,486    42,331
                                        ________  ________  ________  ________

GROSS PROFIT                               4,090     1,697    14,713     2,446

Research, technical and
  product development expenses               444       384     1,163     1,064
Selling, general
  and administrative expenses              3,536     1,935    10,480     4,622
                                        ________  ________  ________  ________

INCOME (LOSS) FROM OPERATIONS                110      (622)    3,070    (3,240)

Interest income                              ---       115       ---       362
Interest expense                            (596)     (106)   (1,636)     (288)
Minority interest in subsidiary             (123)      ---      (341)      ---
                                        ________  ________  ________  ________

INCOME (LOSS) BEFORE INCOME TAXES           (609)     (613)    1,093    (3,166)

Provision (benefit) for income taxes        (170)     (213)      544    (1,080)
                                        ________  ________  ________  ________

NET INCOME (LOSS)                       $   (439) $   (400) $    549  $ (2,086)
                                        ========  ========  ========  ========

NET INCOME (LOSS) PER SHARE             $  (0.04) $  (0.03) $   0.05  $  (0.19)
                                        ========  ========  ========  ========
WEIGHTED AVERAGE SHARES AND
  SHARE EQUIVALENTS OUTSTANDING           11,281    10,893    11,186    10,891
                                        ========  ========  ========  ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       -2-

<PAGE>

                                               OREGON METALLURGICAL CORPORATION
_______________________________________________________________________________

CONSOLIDATED BALANCE SHEETS
(in thousands)

<TABLE>
<CAPTION>
                                                  Unaudited
                                                  September 30   December 31
                                                      1995          1994
                                                  ____________   ___________
<S>                                               <C>            <C>
ASSETS

Current Assets
  Cash and cash equivalents                       $    855       $  1,636
  Accounts receivable, net                          29,390         20,444
  Inventories                                       55,739         49,023
  Income taxes receivable                              ---            321
  Prepayments and other current assets                 534          1,031
  Deferred income taxes                                525            517
                                                  ________       ________
     TOTAL CURRENT ASSETS                           87,043         72,972

Property, plant and equipment, net                  35,427         37,520

Other assets, net                                    1,638          1,480
                                                  ________       ________

     TOTAL ASSETS                                 $124,108       $111,972
                                                  ========       ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                $ 15,939       $ 16,860
  Accrued payroll and employee benefits              5,636          2,944
  Other accrued expenses                             6,029          4,073
  Note payable to bank                                 607            ---
  Current portion of long-term debt                     86             13
                                                  ________       ________
     TOTAL CURRENT LIABILITIES                      28,297         23,890

Other Liabilities
  Note payable to bank                              18,519         12,496
  Long-term debt, less current portion               5,555          4,668
  Deferred income taxes                                936          1,098
  Deferred compensation payable                        678            881
  Accrued postretirement benefit                     1,550          1,457
  Minority interest                                    634            200
     TOTAL LIABILITIES                              56,169         44,690
                                                  ________       ________

Shareholders' Equity
  Common stock, $1.00 par value;
   25,000 shares authorized, shares issued:
   1995 - 10,911; 1994 - 10,893                     10,911         10,893
  Additional paid-in capital                        37,463         37,445
  Retained earnings                                 19,509         18,960
  Cumulative foreign currency translation
   adjustment                                           56            (16)
                                                  ________       ________
     TOTAL SHAREHOLDERS' EQUITY                     67,939         67,282
                                                  ________       ________

          TOTAL LIABILITIES AND
          SHAREHOLDERS' EQUITY                    $124,108       $111,972
                                                  ========       ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       -3-

<PAGE>

                                               OREGON METALLURGICAL CORPORATION
_______________________________________________________________________________

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Unaudited

<TABLE>
<CAPTION>
                                                             Nine Months
                                                       _______________________
FOR THE PERIOD ENDED SEPTEMBER 30,                       1995           1994
                                                       ________       ________
<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                      $    549       $ (2,086)
Adjustments to reconcile net income (loss) to
  cash provided by (used in)
  operating activities:
   Depreciation and amortization                          3,608          3,356
   Deferred income taxes                                   (170)        (1,080)
   Minority interest                                        341            ---
    DECREASE (INCREASE) IN:
     Accounts receivable                                 (8,921)        (3,116)
     Inventories                                         (6,673)        (4,021)
     Income taxes receivable                                321          1,338
     Prepayments                                            497            388
    INCREASE (DECREASE) IN:
     Accounts payable                                      (935)         4,319
     Accrued payroll and employee benefits                2,692          1,129
     Other accrued expenses                               1,956           (735)
   Other                                                    (76)           635
                                                       ________       ________
   NET CASH PROVIDED BY (USED IN) OPERATING
     ACTIVITIES                                          (6,811)           127
                                                       ________       ________
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of business,
   net of cash acquired                                                 (8,223)
  Additions to properties                                (1,173)        (1,265)
  Short-term investments - purchased                        ---         (1,228)
  Short-term investments - redeemed                         ---          8,811
  Other                                                    (404)          (216)
                                                       ________       ________
  NET CASH PROVIDED BY (USED IN) INVESTING
   ACTIVITIES                                            (1,577)        (2,121)
                                                       ________       ________
CASH FLOWS FROM FINANCING ACTIVITIES    
  Net borrowings, note payable to bank                    6,630          3,633
   Borrowings, long-term debt                               990            ---
  Repayment of long-term debt                               (30)        (1,775)
  Payment on note receivable - ESOP                         ---          1,669
  Other                                                     ---           (250)
                                                       ________       ________
  NET CASH PROVIDED BY (USED IN) FINANCING
   ACTIVITIES                                             7,590          3,277
                                                       ________       ________
Effect of exchange rates on cash and cash
  equivalents                                                17            ---
                                                       ________       ________
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                              (781)         1,283
CASH AND CASH EQUIVALENTS:
  Beginning of period                                     1,636             37
                                                       ________       ________
  End of period                                        $    855       $  1,320
                                                       ========       ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       -4-

<PAGE>

                                               OREGON METALLURGICAL CORPORATION
_______________________________________________________________________________

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

NOTE 1. BASIS OF PRESENTATION

The interim consolidated financial statements have been prepared by Oregon
Metallurgical Corporation (the Company) without audit.  In the opinion of
management, the accompanying unaudited consolidated financial statements
contain all adjustments necessary to present fairly the financial position of
the Company as of September 30, 1995, and December 31, 1994; the results of
operations for the three months and the nine months ended September 30, 1995
and 1994; and the cash flows of the Company for the nine months ended September
30, 1995 and 1994.  The interim consolidated financial statements should be
read in conjunction with the audited consolidated financial statements and
notes thereto appearing in the Company's Annual Report to Shareholders.

The results for the third quarter of 1995 are not necessarily indicative of
future financial results.

NOTE 2. ORGANIZATION AND OPERATIONS

The Company is a major producer and distributor of titanium sponge, ingot, mill
products and castings for aerospace, industrial and recreation applications. 
As of December 31, 1994, the Company is 41% owned by the Oregon Metallurgical
Corporation Employee Stock Ownership Plan (the ESOP).

On September 20, 1994, the Company completed the acquisition of the net
operating assets and subsidiaries of Titanium Industries Distribution Group
from Kamyr, Inc.  The acquired business is being operated under the name of
Titanium Industries, Inc. (TI), an eighty percent (80%) owned subsidiary of
OREMET.  Titanium Industries, Inc. is a full-line service titanium metals
distributor with facilities in the United States, Canada and the United
Kingdom.

NOTE 3. BASIS OF CONSOLIDATION

The consolidated financial statements of the Company include the accounts of
its majority-owned subsidiary, Titanium Industries, Inc. (since date of
acquisition) and the Company's wholly-owned subsidiary, OREMET France S.a.r.l. 
Titanium Industries, Inc.'s accounts reflect the activities of its wholly-owned
subsidiaries, Titanium International, LTD. and Titanium Wire Corporation.  All
material intercompany accounts and transactions have been eliminated in
consolidation.

NOTE 4. STATEMENT OF CASH FLOWS

In accordance with Statement of Financial Accounting Standards No. 95,
STATEMENT OF CASH FLOWS, cash flows from the Company's operations in foreign
countries are calculated based on their reporting currencies.  As a result,
amounts related to assets and liabilities reported on the Consolidated
Statement of Cash Flows will not necessarily agree to changes in the
corresponding balances on the Consolidated Balance Sheets.  The effect of
exchange rate changes on cash balances held in foreign currencies is reported
on a separate line below Cash Flows From Financing Activities.

                                       -5-

<PAGE>

                                               OREGON METALLURGICAL CORPORATION
_______________________________________________________________________________

NOTE 5. INVENTORIES

Inventories are comprised of the following:

<TABLE>
<CAPTION>
                                                September 30,    December 31,
                                                    1995             1994
                                                _____________    ____________

     <S>                                           <C>             <C>
     Finished goods                                $ 19,155        $ 14,656
     Work-in-process                                 17,033          15,288
     Raw materials                                   19,551          19,079
                                                   ________        ________

                                                   $ 55,739        $ 49,023
                                                   ========        ========
</TABLE>

NOTE 6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are comprised of the following:

<TABLE>
<CAPTION>
                                                September 30,    December 31,
                                                    1995             1994
                                                _____________    ____________

     <S>                                           <C>             <C>
     Land                                          $  1,189        $  1,189
     Buildings and improvements                      11,112          11,087
     Machinery and equipment                         41,405          39,940
     Integrated sponge facility                      45,641          45,309
     Construction in progress                         1,366           1,976
                                                   ________        ________

                                                    100,713          99,501

     Less accumulated depreciation                  (65,286)        (61,981)
                                                   ________        ________
                                                   $ 35,427        $ 37,520

                                                   ========        ========
</TABLE>

Machinery and equipment includes items acquired under capital leases having a
cost of $969 and accumulated amortization of $63 as of September 30, 1995.  The
Company had no capital leases outstanding as of December 31, 1994.

NOTE 7. NOTES PAYABLE TO BANK

The Company may borrow up to $25 million under the terms of a revolving credit
agreement at an interest rate of prime (8.75% on September 30, 1995) plus
either 1 or 1.5 percent.  The terms of the credit agreement provide for a
LIBOR-based borrowing option which the Company has exercised.  Borrowings under
the agreement are collateralized by accounts receivable, inventories and other
intangible assets, including the Company's stock in TI.  The Company must pay a
nonuse fee of .5% annually on the unused portion of the commitment.  The credit
agreement matures September 1997

                                       -6-

<PAGE>

                                               OREGON METALLURGICAL CORPORATION
_______________________________________________________________________________

and can be renewed for one year periods with consent of both parties.  The
credit agreement contains various restrictive covenants including (i) a
requirement to maintain a minimum net worth; (ii) a ratio limiting liabilities
to a percentage of net worth; (iii) maintenance of an interest expense coverage
ratio; (iv) annual limit on capital expenditures; and (v) limit on the payment
of dividends.  Annual cash dividends are limited to the lesser of fifty percent
(50%) of net income or $1.8 million.

As of September 30, 1995, the Company met its financial covenants under the
credit agreement, except for the interest coverage ratio.  The Company has
obtained written consent from the lender pursuant to the credit agreement and
is now in compliance.  The Company believes that it will meet its future
financial covenants or it will seek to negotiate to amend the credit agreement.

Titanium Industries, LTD. (T.I.L.), a foreign subsidiary (United Kingdom)
maintains a credit facility of approximately $2,300, a foreign exchange
facility for $900, and other guarantees of approximately $250.  The amount of
borrowing is subject to 70% of eligible accounts receivable plus 60% of
appraised value of building.  The credit facility is collateralized by certain
assets of T.I.L.  Interest is to be charged at the rate of 1.5% over lender's
base rate.  The credit facility has financial covenants pertaining to net worth
and repayment of loan to parent.  The Bank has the option of terminating the
funds at its discretion and is subject to review on December 31, 1995.

NOTE 8. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                September 30,    December 31,
                                                    1995             1994
                                                _____________    ____________

     <S>                                           <C>             <C>
     Subordinate note due to Kamyr, Inc.           $  4,500        $  4,500
     Obligations under capital leases                   970             ---
     County Industrial Development Authority Loan       171             181
                                                   ________        ________
                                                      5,641           4,681
     Less current maturities                            (86)            (13)
                                                   ________        ________
                                                   $  5,555        $  4,668
                                                   ========        ========
</TABLE>

SUBORDINATED NOTE DUE TO KAMYR, INC.:

     On September 19, 1994, as part of the Company's acquisition (see Note 2),
     TI entered into a subordinated debt agreement with Kamyr, Inc. for $4,500,
     interest at 8%, payable quarterly commencing December 1994.  The initial
     principal payment of $300 is due March 1997, and payable thereafter in
     quarterly installments of $350 through March 2000.  The subordinated debt
     agreement includes covenants relative to shareholders' equity, maximum
     amount of senior debt, relative financial ratios and restrictions on
     dividends, new borrowings and guarantees and liens.  The loan is
     collateralized by a second lien on the accounts receivable, inventories,
     and general intangibles of TI.

                                       -7-

<PAGE>

                                               OREGON METALLURGICAL CORPORATION
_______________________________________________________________________________

OBLIGATIONS UNDER CAPITAL LEASES:

     The obligations under capital leases are payable in aggregate monthly
     installments of $12 including interest at 6.9%, through July 2002, with a
     residual payment of $264 due August 2002.  The capital leases are
     collateralized by specific items of machinery and equipment.

Aggregate maturities of long-term debt approximate the following at September
30, 1995:

<TABLE>
                    <S>            <C>
                    1995           $     21
                    1996                 99
                    1997              1,453
                    1998              1,511
                    1999              1,517
                    2000                476
                    Thereafter          564
                                   ________
                                   $  5,641
                                   ========
</TABLE>

NOTE 9. ENVIRONMENTAL MATTERS

The Company has determined that it must obtain a federal operating permit under
the new federal permitting requirements of Title V of the Clean Air Act, and
the Company expects to submit a Title V permit application to the Oregon
Department of Environmental Quality by November 15, 1995.  In the course of
preparing this comprehensive permit application, the Company has identified
several parts of its Oregon operations where it intends to make improvements to
ensure continued compliance with air quality laws.  The Company does not
believe these matters will have a material effect on its capital expenditures,
earnings or competitive position.

NOTE 10. FORWARD FOREIGN EXCHANGE CONTRACTS

At September 30, 1995, the Company had forward foreign exchange contracts,
approximating $200, for the purchase of U.S. dollars at fixed rates.  The
Company is exposed to certain losses in the event of non-performance by the
counterparties to these agreements.  However, management believes the risk of
incurring such losses is remote, as the contracts are entered into with major
financial institutions.  The contracts expire between October and May, 1996.

                                       -8-

<PAGE>

PART 1:   FINANCIAL INFORMATION

ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

OVERVIEW

After three consecutive quarters of positive earnings the Company incurred a
net loss for the quarter of $439, or $0.04 per share, on sales of $41,236.  A
combination of increased raw material costs, production inefficiencies and an
unfavorable mix of low margin aerospace shipments are responsible for the
downturn in results.  The Company has been using more expensive raw materials
to replace titanium chips and turnings which it has not been able to procure at
a cost or in quantities needed to support the higher production levels. 
Despite the Company's efforts to counter these problems, these factors are
expected to also affect results for the fourth quarter.  The Company has been
adjusting prices to reflect higher costs and market conditions.

The Company's net sales continued to grow at a brisk pace.  Net sales in the
third quarter of 1995 increased 17% to $41.2 million, compared to $35.1 million
for the second quarter of 1995.  The sales order backlog was $65 million on
September 30, 1995, up slightly from $64 million at June 30, 1995.  The sales
backlog was affected by increased shipments, extended delivery dates, and the
Company's emphasis of short-term orders in light of rising raw material prices. 
The twelve-month sales order backlog reflects recent customer order placements,
but may not be an accurate indicator of annual or quarterly sales volume.

Stimulated by a variety of programs, the traditionally cyclical commercial
aerospace market has been displaying signs of increased activity.  The
recreation market, which began to exert itself in the later half of 1994,
continues to demonstrate a strong level of demand.  While the market for
military aerospace applications is expected to remain flat into the foreseeable
future, the non-aerospace military sector has taken a strong interest in
utilizing titanium plate for armor.  We believe that the developing market for
armor may evolve into a viable application for the titanium industry.

Over the last eighteen months, the titanium industry has been faced with an
abrupt increase in demand coupled with raw material shortages and rapidly
escalating costs.  In the face of increased demand, the Company, as well as
other major titanium producers, have continued to extend delivery dates. 
Additionally, the emergence on the world market of the titanium producers from
within the Former Soviet Union (FSU) has further affected the supply and
pricing of titanium products.  The mid-term and long-term markets for titanium
products and applications appears to be favorable.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1994:

NET SALES:

Net sales were $41.2 million for the third quarter of 1995, an increase of 143%
over the third quarter of 1994 sales of $17.0 million.  The growth in sales
reflects both a higher level of demand for Company products and the results of
Titanium Industries, Inc. (TI), a majority owned subsidiary.  TI was acquired
by the Company in September 1994.

                                       -9-

<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1994: CONTINUED...

TITANIUM SPONGE:

Sales of titanium sponge remained fairly constant for the third quarter of 1995
compared to the third quarter of 1994.  Sponge shipments decreased 12% and
average sponge price per pound increased 14%.  The increase in the average
price per pound of 14% is attributable to sales of our high purity sponge which
the Company has recently started producing in limited quantities.  Sales of
titanium sponge are below historical averages due to competition from
lower-priced material which has been available from producers in the FSU.  The
present ability of titanium producers in the FSU to be reliable long-term
suppliers of titanium sponge is uncertain.  During the first three quarters of
1995, the Company's integrated sponge facility operated at near capacity,
primarily supplying the Company's internal demand for titanium sponge and sales
to RMI Titanium Company under our long-term titanium sponge supply agreement.

INGOT:

Sales of ingot increased 40% for the third quarter of 1995 compared to the
third quarter of 1994.  Ingot shipments increased 19% and average ingot price
per pound increased 17% from the comparable period in 1994.

MILL PRODUCTS:

The OREMET Titanium Division of the Company directly produces or contracts for
outside production a variety of mill products, including billet, bar, plate,
sheet and engineered parts.  OREMET Titanium Division mill product sales
increased 202% for the third quarter of 1995 compared to the third quarter of
1994.  Shipments of mill products increased 160% and the average price per
pound increased 16%.

TI markets a wide variety of mill products including engineered parts,
manufactured by various producers.  Since the acquisition, both shipments and
pricing for TI's products have trended upward.

CASTINGS:

Sales of castings remained fairly constant for the third quarter of 1995
compared to the third quarter of 1994.

COST OF SALES:

Cost of sales as a percentage of net sales remained constant at 90% for the
third quarter of 1995 when compared to the comparable period in 1994.  As a
result of increased shipments, gross profit increased $2.4 million to $4.1
million for the third quarter of 1995 from $1.7 million for the comparable
period in 1994.

RESEARCH, TECHNICAL AND PRODUCT DEVELOPMENT EXPENSES:

Research, technical and product development expenses (RT&D) increased 16% for
the third quarter of 1995 compared to the comparable quarter of 1994.  RT&D's 
salaries and related costs have increased compared to the third quarter
of 1994, reflecting an increase in technical personnel which is designed to
support the Company's long-term commitment towards research and the development
of new products and improvements in operating processes.

                                      -10-

<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1994: CONTINUED...

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Selling, general and administrative expense (SG&A) increased 82% for the third
quarter of 1995 to $3.5 million from $1.9 million in the comparable quarter of
1994.  The acquisition of TI is the primary reason for the increase in SG&A.

INTEREST INCOME:

For the third quarter of 1994, the Company reported interest income of $.1
million, derived from earnings on short-term investments and the ESOP note
receivable.  The Company liquidated its portfolio of short-term investments in
the third quarter of 1994 and the ESOP note receivable matured in December
1994.  The Company expects that interest income for 1995 and the foreseeable
future will be negligible.

INTEREST EXPENSE:

Interest expense increased to $.6 million in the third quarter of 1995 compared
to $.1 million in the comparable quarter of 1994.  The increase in interest
expense is the direct result of an increase in the borrowings related to the
purchase of TI and increased levels of working capital needed to support
increased operating levels.

MINORITY INTEREST IN SUBSIDIARY:

The amounts reported as minority interest in subsidiary removes the minority
shareholder's 20% interest in the net income of TI from the Company's
Consolidated Statements of Operations.

PROVISION FOR INCOME TAXES:

The Company reported a tax benefit of $.2 million (effective rate of 35%) for
the third quarter of 1995 compared to a tax benefit of $.2 million, or an
effective tax rate of 34% for the comparable period in 1994.

NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1994:

NET SALES:

Net sales were $107.2 million for the first nine months of 1995, an increase of
139% over sales of $44.8 million for the comparable period of 1994.  The growth
in sales reflects a higher level of demand for Company products and the results
of TI.  TI was acquired by the Company in September 1994.

TITANIUM SPONGE:

Sales of titanium sponge decreased 16% for the first nine months of 1995
compared to the comparable period of 1994.  Sponge shipments decreased 25% and
average sponge price per pound increased 14%.  The increase in the average
price per pound of 14% is attributable to sales of our

                                      -11-

<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1994: CONTINUED...

high purity sponge which the Company has recently started producing in limited
quantities.  During the first nine months of 1995, the Company's integrated
sponge facility operated at a significant level of capacity, primarily
supplying the Company's internal demand for titanium sponge and sales to RMI
Titanium Company under our long-term titanium sponge supply agreement.

INGOT:

Sales of ingot increased 37% for the first nine months of 1995 compared to the
comparable period of 1994.  Ingot shipments increased 21% and average ingot
price per pound increased 13% from the comparable period in 1994.

MILL PRODUCTS:

The OREMET Titanium Division of the Company directly produces or contracts for
outside production a variety of mill products, including billet, bar, plate,
sheet and engineered parts.  OREMET Titanium Division mill product sales
increased 144% for the first nine months of 1995 compared to the comparable
period of 1994.  Shipments of mill products increased 129% and the average
price per pound increased 6% from the comparable period of 1994.

TI markets a wide variety of mill products including engineered parts,
manufactured by various producers.  Since the acquisition, both shipments and
pricing for TI's products have trended upward.

CASTINGS:

Sales of castings increased 10% for the first nine months of 1995 compared to
the comparable period of 1994.

COST OF SALES:

Cost of sales as a percentage of net sales decreased for the first nine months
of 1995 to 86.3% from 94.5% for the comparable period of 1994.  The positive
change is due to both increases in volume and pricing of products sold.  As a
result, gross profit increased $12.3 million to $14.7 million for the first
nine months of 1995 from $2.4 million for the comparable period in 1994.  Cost
of sales for the first nine months of 1995 includes a charge of approximately
$1.3 million, reflecting the impact of higher than anticipated material and
conversion costs on certain orders.  Difficulties encountered in achieving
increased operating levels coupled with a larger number and complexity of end
products accounts for a significant portion of this charge.  During 1995, the
Company has been using more expensive raw materials to replace titanium chips
and turnings which it has not been able to procure at a cost or in quantities
needed to support the higher production levels.

RESEARCH, TECHNICAL AND PRODUCT DEVELOPMENT EXPENSES:

Research, technical and product development (RT&D) expenses increased 9% for
the first nine months of 1995 to $1.2 million.  RT&D's salaries and related
costs have increased compared to the first three quarters of 1994, reflecting
an increase in technical personnel which is designed to support the Company's
long-term commitment towards research and the development of new products and
improvements in operating processes.

                                      -12-

<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1994: CONTINUED...

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Selling, general and administrative (SG&A) expense increased 127% for the first
three quarters of 1995 to $10.5 million from $4.6 million in the comparable
period of 1994.  The acquisition of TI is the primary reason for the increase
in SG&A.

INTEREST INCOME:

For the first nine months of 1994, the Company reported interest income of $.4
million, derived from earnings on short-term investments and the ESOP note
receivable.  The Company liquidated its portfolio of short-term investments in
the third quarter of 1994 and the ESOP note receivable matured in December
1994.  The Company expects that interest income for 1994 and the foreseeable
future should be negligible.

INTEREST EXPENSE:

Interest expense increased to $1.6 million in the first nine months of 1995
compared to $.3 million in the comparable period of 1994.  The increase in
interest expense is the direct result of an increase in the borrowings related
to the purchase of TI and working capital needed for the increased operating
levels.

MINORITY INTEREST IN SUBSIDIARY:

The amounts reported as minority interest in subsidiary removes the minority
shareholder's 20% interest in the net income of TI from the Company's
Consolidated Statements of Operations.

PROVISION FOR INCOME TAXES:

The Company reported a provision for income taxes of $.5 million (effective tax
rate of 38%) for the first nine months of 1995 compared to a tax benefit of
$1.1 million, or an effective tax rate of 34% for the comparable period in
1994.

NET INCOME:

The Company reported net income of $.5 million ($0.05 per share) for the first
three quarters of 1995 compared to a net loss of $2.1 million ($0.19 per share)
for the comparable period in 1994.

NON-U.S. OPERATIONS AND MONETARY ASSETS

The Company has two foreign subsidiaries which operate titanium service and
distribution centers located in the United Kingdom and France.  Approximately
13% of the Company's revenues for the nine-month period ended September 30,
1995 were derived from the Company's European operations.  The Company acquired
the service center in the United Kingdom in September 1994, and established the
service center in France in the second quarter of 1994.  The service center in
France became operational in January 1995.

Changes in the value of non-U.S. currencies relative to the U.S. dollar cause
fluctuations in U.S. dollar financial position and operating results.  The
impact of currency fluctuations, while slightly unfavorable for the nine-month
period ended September 30, 1995, was not significant.

                                      -13-

<PAGE>

The Company enters into forward exchange contracts to hedge foreign currency
transactions for inventory purchases and product sales on a continuing basis
for periods consistent with its committed exposures.  Hedging minimizes the
impact of foreign exchange rate movements on the Company's operating results. 
The Company's foreign exchange contracts do not subject the Company's results
of operations to risk due to exchange rate movements because gains and losses
on these contracts offset losses and gains on the assets and liabilities being
hedged.

LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW

Cash flows used in operating activities totaled $6.8 million for the first nine
months of 1995 compared with $.1 million provided by operating activities in
the comparable period of 1994.  The net cash flow decrease between the two
periods of $6.9 million is the result of a significant increase in working
capital to support the Company's higher shipment and production levels.  The
decrease in the amount of cash flow provided by operating activities is a trend
which began in the second quarter of 1994, the timing of this trend is
consistent with the Company's experience of increasing sales, sales order
backlog and production activity.

Inventories increased $6.7 million, or 14%, to $55.7 million at September 30,
1995, compared to $49.0 million as of December 31, 1994.  The increase is in
support of higher production levels in addition to an increase in finished
goods inventory of $4.5 million.  In response to a growing sales backlog, the
Company is continuing to raise its production levels.  The Company is also
experiencing higher raw material and conversion costs which, when combined,
have increased the value of inventory the Company has on hand.

Accounts receivable increased $8.9 million, or 44% to $29.4 million at
September 30, 1995, compared to $20.4 million as of December 31, 1994.  The
increase in accounts receivable is consistent with the Company's increase in
sales volume.

Accounts payable and other current liabilities increased $4.4 million, or 18%,
to $28.3 million at September 30, 1995, compared to $23.9 million as of
December 31, 1994.  The increase in current liabilities is a result of the
Company's higher production levels.

The Company's investing activities used $1.6 million of cash in the first three
quarters of 1995.  Additions to properties totaled $1.2 million.  The Company
also made an investment of $.3 million in a start-up company, which will
perform sonic testing on behalf of the Company and its other two investors. 
During the first three quarters of 1994, investing activities used $2.1 million
in cash, principally from the net redemption of short-term investments which
were liquidated to fund the acquisition of TI and to meet the operating
requirements of the Company.

The Company's financing activities for the first three quarters of 1995
principally consisted of net borrowings on its revolving credit agreements of
$6.6 million.  The net borrowings were used to fund the Company's increased
levels of operations.  In September 1995, the Company entered into a capital
lease obligation, receiving long-term funding of $990.  For the first nine
months of 1994, the Company's financing activities provided $3.3 million in
cash, principally consisting of net borrowings.

WORKING CAPITAL:

Working capital increased $9.7 million to $58.7 million as of September 30,
1995, compared to $49.1 million as of December 31, 1994.  The growth in working
capital is principally attributable

                                      -14-

<PAGE>

to increases in accounts receivable and inventories during the first nine
months of 1995.  The increase in working capital was partially funded by a $6.0
million increase in the note payable to bank which is reported as a long-term
liability on the Company's Consolidated Balance Sheets.

CREDIT AGREEMENT (NOTE PAYABLE TO BANK):

The Company may borrow up to $25 million under the terms of a revolving credit
agreement with BankAmerica Business Credit, Inc. (BABC).  The credit agreement
expires in September 1997.  The balance outstanding under the credit agreement
as of September 30, 1995 is $17.9 million.

As of September 30, 1995, the Company met its financial covenants under the
credit agreement, except for the interest coverage ratio.  The noncompliance
was primarily due to lower than expected Company earnings.  The Company has
obtained written consent from the lender pursuant to the credit agreement and
is now in compliance.  The Company believes that it will meet its future
financial covenants or it will seek to negotiate to amend the credit agreement.

As of September 30, 1995, interest charged under the credit agreement is at
BABC's reference rate (8.75%) plus 1%.  The terms of the credit facility
provide for a LIBOR based borrowing option which the Company has exercised.

CAPITAL EXPENDITURES:

The Company has no material open commitments which obligate it to make future
capital expenditures.  The Company's capital plan anticipates that 1995 capital
expenditures may approximate $3 million.  The Company's capital expenditures
will be funded by a combination of internally generated cash and external
financings.

The Company's recent capital expenditure history is as follows (dollars in
millions):

<TABLE>
<CAPTION>
                                  Nine Months Ended           Year Ended
                                    September 30,            December 31,
                                  _________________    ________________________
                                   1995      1994      1994      1993      1992
                                   ____      ____      ____      ____      ____

<S>                                <C>       <C>       <C>       <C>       <C>
Additions to Properties            $1.2      $1.3      $1.9      $1.2      $4.4

</TABLE>

The Company's revolving credit facility with BABC provides that capital
expenditures may not exceed $5 million for any fiscal year.

ADEQUACY OF LIQUIDITY AND CAPITAL RESOURCES:

The Company's access to borrowing facilities, internally generated cash and to
capital markets are expected to be sufficient to provide the resources
necessary to support increased operating needs and to finance continued growth,
capital expenditures and repayment of long-term debt obligations.

                                      -15-

<PAGE>

PART 2:   OTHER INFORMATION

ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K

          A.   EXHIBITS

               11.1 Statement re:  computation of per share earnings.
     
               27.1 Financial Data Schedule

          B.   FORMS 8-K

               No reports on Form 8-K were filed by the Company during the
               quarter ended September 30, 1995.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              OREGON METALLURGICAL CORPORATION
                              ________________________________
                                        Registrant


Date: November 10, 1995       /s/ Dennis P. Kelly
      _________________       __________________________________________
                              Dennis P. Kelly
                              Vice President, Finance and
                              Chief Financial Officer

                              Signing on behalf of the Registrant and as
                              Chief Accounting Officer