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 MARCH 31, 2000


                                      OR


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

                For the transition period from _____ to _____


                        COMMISSION FILE NUMBER 1-13645


                          HOWMET INTERNATIONAL INC.


INCORPORATED IN THE STATE OF DELAWARE             I.R.S. EMPLOYER IDENTIFICATION
                                                          NO.52-1946684

                   475 STEAMBOAT ROAD, GREENWICH, CT 06830

                       TELEPHONE NUMBER: (203) 661-4600




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 outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

   Common Stock, $0.01 par value, as of April 28, 2000: 100,033,307 Shares







<PAGE>



                          Howmet International Inc.
                        Quarterly Report on Form 10-Q
                                March 31, 2000

                              TABLE OF CONTENTS


Part I. FINANCIAL INFORMATION

Item 1 -- Financial Statements

       Consolidated  Statements  of Income - Three months ended
         March 31, 2000 and 1999                                               3

       Consolidated  Condensed  Balance  Sheets - March 31, 2000 and
         December 31, 1999                                                     4

       Consolidated  Statements  of Cash Flows - Three  months ended
         March 31, 2000 and 1999                                               5

       Consolidated Statements of Common Stockholders' Equity and Redeemable
         Preferred Stock - Three months ended March 31, 2000 and 1999          6

       Notes to Consolidated Financial Statements                              7

Item 2 -- Management's Discussion and Analysis of Financial Condition and
            Results of Operation                                              12

Item 3 -- Quantitative and Qualitative Disclosure about Market Risk           15


Part II.  OTHER INFORMATION

Item 1 -- Legal Proceedings                                                   16

Item 5 -- Other Information                                                   16

Item 6 -- Exhibits and Reports on Form 8-K                                    16

SIGNATURES                                                                    17







                                       2
<PAGE>



PART  I  -  FINANCIAL INFORMATION
Item 1.  Financial Statements
         --------------------

                          HOWMET INTERNATIONAL INC.

                CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                     (in millions, except per share data)


<TABLE>
<CAPTION>

                                                       Three Months Ended
                                                           March 31,
                                                   ------------------------
                                                      2000         1999
---------------------------------------------------------------------------
<S>                                                  <C>          <C>

Net sales                                            $381.6       $372.7


Operating expenses:
  Cost of sales                                       296.8        284.6
  Selling, general and administrative                  34.4         26.0
  Research and development                              4.5          4.9
---------------------------------------------------------------------------
   Total operating expenses                           335.7        315.5

Income from operations                                 45.9         57.2

Interest income                                          .4           .2
Interest expense                                        (.7)        (1.9)
Other, net                                              (.7)         (.3)
---------------------------------------------------------------------------

Income before income taxes                             44.9         55.2
Income taxes                                          (14.8)       (20.4)
---------------------------------------------------------------------------

Net income                                             30.1         34.8

Dividends on redeemable preferred stock                  -           (.8)
---------------------------------------------------------------------------

Net income applicable to common stock                $ 30.1       $ 34.0
===========================================================================

Net income per common share, basic and diluted       $  .30       $  .34
===========================================================================
</TABLE>





See notes to consolidated financial statements.




                                       3
<PAGE>


                          HOWMET INTERNATIONAL INC.

                    CONSOLIDATED CONDENSED BALANCE SHEETS

                       (in millions, except share data)
<TABLE>
<CAPTION>

                                                             March 31,   December 31,
                                                               2000         1999
-------------------------------------------------------------------------------------
                                                            (UNAUDITED)
<S>                                                           <C>          <C>
ASSETS
Current assets:
  Cash and cash equivalents                                   $   23.2     $   39.4
  Accounts receivable (less allowance of $3.8 and $3.7)           96.1         80.7
  Inventories                                                    169.5        165.3
  Retained receivables                                            49.3         35.6
  Deferred income taxes                                           13.8         14.3
  Other current assets                                             3.7          3.7
-------------------------------------------------------------------------------------
Total current assets                                             355.6        339.0

Property, plant and equipment, net                               394.1        396.5
Goodwill, net                                                    207.9        209.5
Patents and technology and other intangible assets, net           91.9         94.9
Deferred income taxes                                             16.8         11.9
Other noncurrent assets                                           65.6         68.3
-------------------------------------------------------------------------------------
Total assets                                                  $1,131.9     $1,120.1
=====================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                            $   78.1     $   81.3
  Accrued compensation                                            38.7         59.8
  Other accrued liabilities                                       94.5         98.0
  Advance on accounts receivable                                  40.0         40.0
  Income taxes payable                                            49.7         47.8
  Short-term debt                                                 50.4         45.7
-------------------------------------------------------------------------------------
Total current liabilities                                        351.4        372.6

Noncurrent liabilities:
  Accrued retiree benefits other than pensions                   103.0        101.2
  Accrued pension liability                                       36.1         35.9
  Other noncurrent liabilities                                    62.9         59.9
  SARs                                                            50.6         49.8
-------------------------------------------------------------------------------------
Total noncurrent liabilities                                     252.6        246.8

Commitments and contingencies

Stockholders' equity:
  Preferred  stock,   authorized  -  10,000,000  shares,  no
    shares issued and outstanding                                   -            -
  Common  stock,  $.01 par value, authorized - 400,000,000
    shares, issued and outstanding: 2000 - 100,033,307 shares;
    1999 - 100,028,883 shares                                      1.0          1.0
  Capital surplus                                                195.5        195.4
  Retained earnings                                              346.1        316.0
  Accumulated other comprehensive income                         (14.7)       (11.7)
-------------------------------------------------------------------------------------
Total stockholders' equity                                       527.9        500.7
-------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                    $1,131.9     $1,120.1
=====================================================================================
</TABLE>



See notes to consolidated financial statements.



                                       4
<PAGE>



                          HOWMET INTERNATIONAL INC.

              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                (in millions)

<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                                March 31,
                                                      ------------------------------
                                                          2000            1999
------------------------------------------------------------------------------------
<S>                                                       <C>             <C>

OPERATING ACTIVITIES
Net income                                                $ 30.1          $ 34.8
Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and amortization                          17.8            16.2
     Changes in assets and liabilities:
       Receivables                                         (30.6)          (28.3)
       Inventories                                          (5.9)           (8.3)
       Accounts payable and accrued liabilities            (26.1)          (25.9)
       Deferred income taxes                                (4.4)            (.7)
       Income taxes payable                                  2.1            20.0
       Long-term SARs and Cordant options accruals           7.0             (.3)
       Other, net                                            2.0             2.3
------------------------------------------------------------------------------------

          Net cash (used) provided by operating activities  (8.0)            9.8

INVESTING ACTIVITIES
Purchases of property, plant and equipment                 (12.3)          (23.3)
------------------------------------------------------------------------------------

          Net cash used by investing activities            (12.3)          (23.3)

FINANCING ACTIVITIES
Net change in short-term debt                                4.7            32.7
Issuance of long-term debt                                    -             65.0
Repayment of long-term debt                                   -            (35.0)
Redemption of preferred stock                                 -            (66.4)
------------------------------------------------------------------------------------

          Net cash provided (used) by financing activities   4.7            (3.7)

Foreign currency rate changes                                (.6)           (2.3)
------------------------------------------------------------------------------------
Decrease in cash and cash equivalents                      (16.2)          (19.5)

Cash and cash equivalents at beginning of period            39.4            37.6
------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                $ 23.2          $ 18.1
====================================================================================
</TABLE>




See notes to consolidated financial statements.





                                       5
<PAGE>


                          HOWMET INTERNATIONAL INC.

    CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY AND REDEEMABLE
                         PREFERRED STOCK (UNAUDITED)

                       (in millions, except share data)

<TABLE>
<CAPTION>

                                                                         Accumulated      Total
                                                                           Other         Common          Redeemable
                                    Common Stock     Capital  Retained  Comprehensive  Stockholders'  Preferred Stock
                                 ------------------                                                  -------------------
                                  Shares     Amount  Surplus  Earnings     Income        Equity       Shares    Amount
------------------------------------------------------------------------------------------------------------------------

<S>                              <C>          <C>    <C>      <C>         <C>            <C>          <C>        <C>
THREE MONTHS ENDED
MARCH 31, 1999

Balance, December 31, 1998       100,005,356  $1.0   $195.1   $180.1      $ (4.9)        $371.3        6,560     $ 65.6
Comprehensive income
  Net income                                                    34.8                       34.8
  Other comprehensive income
   Foreign exchange translation
     adjustment                                                             (7.0)          (7.0)
                                                                                         ----------
  Total comprehensive income                                                               27.8
                                                                                         ----------
Dividends - redeemable
  preferred stock                                                (.8)                       (.8)          78         .8
Redeemable preferred
  stock redemption                                                                                    (6,638)     (66.4)
Shares issued                          8,902             .1                                  .1
------------------------------------------------------------------------------------------------------------------------

Balance, March 31, 1999          100,014,258  $1.0   $195.2   $214.1      $(11.9)        $398.4            -     $  -
========================================================================================================================

THREE MONTHS ENDED
MARCH 31, 2000

Balance, December 31, 1999       100,028,883  $1.0   $195.4   $316.0      $(11.7)        $500.7
Comprehensive income
  Net income                                                    30.1                       30.1
  Other comprehensive income
   Foreign exchange translation
     adjustment                                                             (3.3)          (3.3)
   Unrealized gain on
     securities                                                               .3             .3
                                                                                         ----------
  Total comprehensive income                                                               27.1
                                                                                         ----------
Shares issued                          4,424             .1                                  .1
------------------------------------------------------------------------------------------------------------------------

Balance, March 31, 2000          100,033,307  $1.0   $195.5   $346.1      $(14.7)        $527.9
========================================================================================================================
</TABLE>


See notes to consolidated financial statements.




                                       6
<PAGE>


                          HOWMET INTERNATIONAL INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



A.  BASIS OF PRESENTATION

The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10-01
of Regulation S-X.  Accordingly,  they do not include all of the information and
footnotes required by generally accepted accounting  principles for the complete
financial  statements.  In the opinion of management,  all adjustments necessary
for a fair presentation have been included.  The consolidated  condensed balance
sheet at December 31, 1999 has been derived from the Company's audited financial
statements at that date.  Operating results for the three months ended March 31,
2000 are not  necessarily  indicative of the results to be expected for the year
ending December 31, 2000. The financial statements should be read in conjunction
with the  consolidated  financial  statements and notes thereto  included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999 ("1999
Form 10-K").


B.  POSSIBLE OWNERSHIP CHANGES

On  March  14,  2000,  Alcoa  Inc.  ("Alcoa")  and  Cordant   Technologies  Inc.
("Cordant")  announced an agreement under which Alcoa agreed to acquire Cordant.
On April 18, 2000 Alcoa commenced a tender offer for the  outstanding  shares of
the  Company's  common  stock at $20.00 per share in cash.  This tender offer is
conditioned, among other things, on a majority of the publicly held shares being
tendered and not withdrawn. On May 1, the Company announced that its Independent
Directors  Committee had  unanimously  determined that the tender offer by Alcoa
for shares of the  Company's  common  stock was  inadequate  and not in the best
interests of the Company's public stockholders and recommended, on behalf of the
Company,  that the Company's public stockholders  reject Alcoa's offer.  Cordant
had  previously,  on November  12,  1999,  made a proposal to acquire all of the
outstanding shares of common stock of the Company not currently owned by Cordant
for a price of $17.00 per share in cash, later increased to $18.75 per share.

On March 13,  2000 the Company and Cordant  amended  their  Corporate  Agreement
originally entered into in December 1997. As so amended, this agreement provides
that  without  prior  consent  of a  majority  (but  not less  than  two) of the
non-employee  Directors  of the Company who are not  Directors  or  employees of
Cordant ("Independent Directors"), neither Cordant nor any of its affiliates may
acquire  outstanding shares of Common Stock of the Company not then beneficially
owned by Cordant (the "Publicly Held Shares") if such  acquisition  would reduce
the  number of  Publicly  Held  Shares  to less than 14% of the total  number of
shares outstanding,  other than (x) pursuant to a tender offer to acquire all of
the Publicly Held Shares that is  conditioned on the tender of a majority of the
Publicly Held Shares (and this  condition must be satisfied for the exception to
apply) and that  provides a  commitment  for a prompt  "follow up" merger at the
same  price for  untendered  shares,  or (y)  pursuant  to a merger in which all
holders of Publicly Held Shares are treated the same and that is approved by the
holders of a majority of the Publicly Held Shares.  The  foregoing  provision of
the Corporate  Agreement may not be amended or waived by the Company without the
consent  of a  majority  (but not less than two) of the  Independent  Directors.
Alcoa has separately agreed with the Company to be bound by the same limitations
as Cordant.





                                       7
<PAGE>


                          HOWMET INTERNATIONAL INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


C.  INVENTORIES

Inventories are summarized as follows:
<TABLE>
<CAPTION>

                                                MARCH 31,    December 31,
(in millions)                                     2000           1999
---------------------------------------------------------------------------

<S>                                              <C>            <C>
Raw materials and supplies                       $ 64.5         $ 63.2
Work in progress                                   77.4           75.0
Finished goods                                     32.3           31.5
---------------------------------------------------------------------------
FIFO inventory                                    174.2          169.7
LIFO valuation adjustment                          (4.7)          (4.4)
---------------------------------------------------------------------------
                                                 $169.5         $165.3
===========================================================================
</TABLE>

At March 31, 2000 and December 31, 1999,  inventories include $114.7 million and
$110.4  million,  respectively,  that are  valued  using  LIFO.  This  valuation
adjustment  approximates  the  difference  between the LIFO  carrying  value and
current replacement cost.


D.  SEGMENT INFORMATION

The Company's reportable segment manufactures investment cast components for the
commercial and defense aero and industrial gas turbine  industries.  The Company
conducts  this  business at many  operating  units which are similar in terms of
product,  production process, customer and distribution systems and have similar
economic characteristics. These similar operating units have been aggregated for
presentation purposes below.

Data for the investment  casting  segment and a  reconciliation  to consolidated
amounts are  presented  in the tables  below.  Amounts  below the  "Income  from
operations" line in the  consolidated  statements of income are not allocated to
the investment casting segment and, therefore, are not presented below.

<TABLE>
<CAPTION>

                                                   Three Months Ended
                                                         March 31,
                                                 --------------------------
(in millions)                                       2000          1999
---------------------------------------------------------------------------

<S>                                                 <C>          <C>
Net sales to external customers:
   Investment casting and consolidated              $381.6       $372.7
===========================================================================


Income from operations:
   Investment casting                               $ 58.0       $ 62.1
   SARs (expense) benefit                              (.8)         1.0
   Cordant options                                    (6.2)         (.7)
   Adjust to LIFO                                      (.3)         (.2)
   Other unallocated corporate expense, net           (4.8)        (5.0)
---------------------------------------------------------------------------
      Consolidated                                  $ 45.9       $ 57.2
===========================================================================
</TABLE>





                                       8
<PAGE>


                          HOWMET INTERNATIONAL INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


E.  EARNINGS PER SHARE

Basic  earnings per share is  calculated  by dividing net income  applicable  to
common  stock by the  weighted  average  number  of  common  shares  outstanding
(100,031,737  and  100,012,316  for the quarters  ended March 31, 2000 and 1999,
respectively).  Diluted  earnings per share is calculated by dividing net income
applicable  to common  stock by the  weighted  average  number of common  shares
outstanding plus the common stock  equivalent  shares of employee stock options,
calculated using the treasury stock method  (100,534,518 and 100,072,357 for the
quarters ended March 31, 2000 and 1999, respectively).

F.  CORDANT OPTIONS AND SARS

For  the  quarters  ended  March  31,  2000  and  1999,  selling,   general  and
administrative  expense  includes the following  amounts  recorded in connection
with the  options to  purchase  Cordant  common  stock  held by certain  Company
executives  (the "Cordant  Options") and with the Company's  Stock  Appreciation
Rights ("SARs") plan (in millions):

<TABLE>
<CAPTION>

                                          Three Months Ended
                                               March 31,
                                 --------------------------------------
                                       2000                1999
                                 -----------------   ------------------
<S>                                    <C>                 <C>

Cordant Options pretax (expense)       $(6.2)              $(.7)

SARs pretax (expense) benefit          $ (.8)              $1.0

</TABLE>

2000 Cordant  Options Expense - See the Company's 1999 Report on Form 10-K for a
-----------------------------
description of the Cordant Options and the alternative plan related thereto. The
Company is recording  compensation  expense in accordance  with the  alternative
plan.  Expense  associated  with  Cordant  Options is  recorded  over a six year
vesting  period  ending  December  13,  2001.  In addition  to expense  recorded
commensurate  with  additional  vesting,  Cordant Options expense is affected by
fluctuations  in the market price of shares of Cordant common stock.  The higher
or lower the  Cordant  common  stock  price the higher or lower the value of the
Cordant Options and, consequently, the higher or lower the expense.

The 2000 quarter was adversely  affected by a $6.2 million pretax charge related
to the Cordant  Options,  which was  triggered  by the proposed  acquisition  of
Cordant by Alcoa Inc.  Following  the  announcement  of the Alcoa Inc.  proposed
acquisition of Cordant,  the market price of Cordant common stock increased from
$29.56 to $56.56 per share resulting in the $6.2 million  charge.  (If the March
31,  2000  Cordant  stock price were at the average for the 30 days prior to the
March 14,  2000 Alcoa Inc.  acquisition  announcement,  the  Company  would have
recorded no expense related to these Cordant Options in the 2000 first quarter.)

1999 SARs  Benefit - SARs vest over a five-year  period  ending in 2001 based on
------------------
the passage of time and the operating performance of the Company. In addition to
expense recorded  commensurate with additional vesting, SARs expense (or benefit
from reversal of previously  recognized  expense) is affected by fluctuations in
the market  price of the  Company's  common stock below $15 (the upper limit for
SARs compensation  purposes).  Fluctuations below the $15 upper limit affect the
per share value of the outstanding SARs.

The March 31, 1999 market  prices of the  Company's  stock  dropped below $15 to
$14.31 causing a $2.6 million pretax benefit in the 1999 quarter.  The March 31,
1999  reduction  in stock price to $14.31  resulted in a $1 million  pretax 1999
first quarter benefit. If the market price at March 31, 1999 were $15 or higher,
the Company would have recorded a $1.6 million  pretax expense in the 1999 first
quarter  rather  than the $1 million  pretax  benefit (a combined  $2.6  million
benefit to the 1999 first  quarter).  This entire  benefit  reversed in the 1999
second quarter when the price of the Company's stock rose above $15.




                                       9
<PAGE>


                          HOWMET INTERNATIONAL INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


F.  CORDANT OPTIONS AND SARS (CONTINUED)

At March 31, 2000 and at December  31,  1999 the market  price of the  Company's
stock was higher than $15,  consequently,  there were no unusual  entries in the
2000 first quarter relating to the SARs.


G.  OTHER INFORMATION

Results  for the 2000 first  quarter  include  $2.3  million of pretax  expenses
related to Cordant's proposed buyout of the Company's common stock not currently
owned by Cordant.

The  effective  tax rate for the 2000 first  quarter was 33% compared to 37% for
the 1999 first quarter.  The reduction is due primarily to realization of higher
research  tax  credits  and  higher  benefits   related  to  the  foreign  sales
corporation.  The 1999 full year  effective rate was 34%, and the 2000 full year
rate is estimated at 33%.


H.  CONTINGENT MATTERS

Starting  in late 1998,  the  Company  discovered  certain  product  testing and
specification  non-compliance  issues at the  Montreal  (Canada)  and  Bethlehem
(Pennsylvania)  operations of its Howmet Aluminum Casting subsidiaries (formerly
called Cercast). In 1999, the Company discovered several additional instances of
other testing and specification non-compliance at its Hillsboro (Texas) aluminum
casting facility and at the Montreal and Bethlehem  operations.  The Company has
notified customers and the appropriate government agencies and has substantially
completed  correction  of these  issues.  The  Company  knows  of no  in-service
problems  associated  with any of these  issues.  In addition,  Howmet  Aluminum
Casting has been, and expects to continue to be, late in delivery of products to
certain customers, resulting in lower sales. However, delivery performance later
in 2000 is expected to improve significantly.

The Defense  Criminal  Investigative  Service (the "DCIS"),  in conjunction with
other  agents  from the  Department  of  Defense  and NASA,  has  undertaken  an
investigation  with respect to certain of the foregoing  matters at the Montreal
and  Bethlehem   facilities.   The  DCIS  has  informed  the  Company  that  the
investigation concerns possible violations of the False Claims Act and the False
Statements Act, as well as possible criminal penalties. The Company is unable to
determine  definitively  what,  if any,  civil or  criminal  penalties  might be
imposed as a result of the investigation.

All customer claims relating to the foregoing  matters either have been resolved
or, in the Company's judgment, will be resolved within existing reserves.

The Company  believes  that  additional  cost for the foregoing  matters  beyond
amounts  accrued,  if any,  would  not have a  material  adverse  effect  on the
Company's financial position,  cash flow, or annual operating results.  However,
additional cost, when and if accrued,  may have a material adverse impact on the
quarter in which it may be accrued.

On August 6, 1999, the Company entered into an Administrative Agreement with the
U.S. Air Force terminating Notices of Proposed Debarment issued on March 1, 1999
relating  to certain of the  foregoing  matters.  The  Administrative  Agreement
permitted  the  affected  facilities  to resume  accepting  new U.S.  government
contracts and subcontracts.






                                       10
<PAGE>


                          HOWMET INTERNATIONAL INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


H.  CONTINGENT MATTERS (CONTINUED)

Shortly after Cordant  announced,  on November 12, 1999, its proposal to acquire
all of the  outstanding  shares of the Company not  currently  owned by Cordant,
eight  separate but  substantially  similar  lawsuits were filed in the Court of
Chancery  of  Delaware  against  the  Company,  Cordant  and each  member of the
Company's Board of Directors. The plaintiffs are shareholders of the Company who
complain that Cordant's  proposal to acquire their shares in the Company was not
for  an  adequate   price.   The  plaintiffs   request  the  following   relief:
certification   as  a  class  action  with   themselves   designated   as  class
representatives;  an order  enjoining  Cordant,  the  Company  and its  Board of
Directors from proceeding with the transaction;  and money damages and the costs
of  bringing  the  lawsuit.  On the  motion  of the  defendants,  the  court has
consolidated the cases under the style "In re Howmet International  Shareholders
Litigation"  and  directed  that  the  plaintiffs  file  an  amended   complaint
reflecting  the  consolidation.  The  Company is  defending  these  actions  and
believes that any outcome will not result in a materially  adverse impact to the
financial position of the Company.

The Company is involved in certain  environmentally  related  matters  which are
discussed in its 1999 Form 10-K.

The Company,  in its  ordinary  course of  business,  is also  involved in other
litigation,  administrative  proceedings and  investigations of various types in
several jurisdictions. The Company believes that these are routine in nature and
incidental to its operations,  and that the outcome of any of these  proceedings
will  not have a  material  adverse  effect  upon its  operations  or  financial
condition.





                                       11
<PAGE>


Item 2.  Management's  Discussion  And  Analysis Of Financial  Condition  And
         -----------------------------------------------------------------------
           Results Of Operations
           ---------------------


RESULTS OF OPERATIONS

Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999

Summary  financial  information  for the  quarters  ended  March 31 follows  (in
millions, except per share data):

<TABLE>
<CAPTION>

                                                                   Better/
                                          2000         1999        (Worse)      Percent
                                        -------------------------------------------------

<S>                                      <C>          <C>          <C>          <C>
Net Sales                                $381.6       $372.7       $  8.9          2
-----------------------------------------------------------------------------------------

Gross profit                                84.8         88.1        (3.3)        (3)

Selling, general and administrative
  expense                                   34.4         26.0        (8.4)       (32)
Research and development expense             4.5          4.9          .4          8
-----------------------------------------------------------------------------------------

Income from operations                      45.9         57.2       (11.3)       (20)
Net interest expense                         (.3)        (1.7)        1.4         82
Other, net                                   (.7)         (.3)        (.4)      (133)
Income taxes                               (14.8)       (20.4)        5.6         27
-----------------------------------------------------------------------------------------

Net income                               $  30.1      $  34.8      $ (4.7)       (14)
=========================================================================================

Earnings per share (basic and diluted)   $   .30      $   .34      $ (.04)       (12)
=========================================================================================
</TABLE>

Net sales in the 2000 first quarter were 2% higher than in 1999.  The 2000 sales
increase is due to volume  increases in the industrial gas turbine (IGT) market.
Sales to the aero market were approximately 7% lower than in 1999,  including an
approximate 2% price decrease.  Sales to the IGT market were  approximately  18%
higher.  Substantial volume increases in the IGT market were partly offset by an
approximate 6% price decrease.  Such price  reductions were primarily a function
of sharing cost savings with  customers,  as well as securing  market share and,
consequently,  anticipated  higher volumes.  The Company continues to experience
pressure from its major  customers for price  reductions  and,  based on current
long-term sales agreements,  the Company expects  additional price reductions in
2001. The adverse effect of such  reductions is expected to be offset to a large
extent through Company and joint Company/customer cost reduction programs. These
cost reductions  include  significant  efficiency and yield improvements on new,
technologically  advanced  parts,  as they move through the normal  product life
cycle. While expected, these cost reductions cannot be assured.

Gross  profit  was  $3.3  million  lower in the  2000  quarter  than in the 1999
quarter.  The  principal  reasons  for the lower  gross  profit in 2000 were the
adverse effect of continuing  production  problems at certain  aluminum  casting
plants,  which are in the process of being corrected,  and lower prices.  Volume
increases and cost improvements enabled the Company to offset a large portion of
the price decreases. Further cost reductions are expected in 2000, however, they
cannot be assured.

Selling,  general and administrative ("SG&A") expense was $8.4 million higher in
the 2000 first quarter than in the comparable 1999 quarter.  See Note F of Notes
to Consolidated  Financial Statements for a discussion of the first quarter 2000
charge of $6.2  million  related to Cordant  Options and the 1999 first  quarter
benefit of $2.6 million related to the Company's  SARs.  Also, in the 2000 first
quarter the Company  recorded  $2.3  million of  expenses  related to  Cordant's
proposed  buyout of the Company's  common stock not currently  owned by Cordant.
Excluding  these three items,  2000 SG&A is $2.7 million  lower than SG&A in the
first quarter of 1999. If the market price of Cordant's  common stock remains at
current  levels,  the Company  expects  significant  future  charges  related to
Cordant  Options as vesting  continues.  If the Alcoa  acquisition of Cordant is
completed at the initial offer price,  Cordant  Options will become fully vested
and
                                       12
<PAGE>

the  Company  will  record  $4.2  million  of  additional  expense in the period
beginning April 1, 2000 to the date the acquisition is completed.

Net interest  expense was $1.4 million lower in the 2000 first quarter  compared
with 1999. The decrease was due to lower debt levels in 2000.

Income tax expense decreased $5.6 million in the 2000 first quarter due to lower
pretax  earnings and a lower effective tax rate. The lower effective rate is due
primarily to  realization  of higher  research  tax credits and higher  benefits
related to the foreign sales corporation.

Starting  in late 1998,  the  Company  discovered  certain  product  testing and
specification  non-compliance  issues at the  Montreal  (Canada)  and  Bethlehem
(Pennsylvania)  operations of its Howmet Aluminum Casting subsidiaries (formerly
called Cercast). In 1999, the Company discovered several additional instances of
other testing and specification non-compliance at its Hillsboro (Texas) aluminum
casting facility and at the Montreal and Bethlehem  operations.  The Company has
notified customers and the appropriate government agencies and has substantially
completed  correction  of these  issues.  The  Company  knows  of no  in-service
problems  associated  with any of these  issues.  In addition,  Howmet  Aluminum
Casting has been, and expects to continue to be, late in delivery of products to
certain customers,  resulting in lower sales.  However,  delivery performance in
2000 is expected to improve significantly.

The Defense  Criminal  Investigative  Service (the "DCIS"),  in conjunction with
other  agents  from the  Department  of  Defense  and NASA,  has  undertaken  an
investigation  with respect to certain of the foregoing  matters at the Montreal
and  Bethlehem   facilities.   The  DCIS  has  informed  the  Company  that  the
investigation concerns possible violations of the False Claims Act and the False
Statements Act, as well as possible criminal penalties. The Company is unable to
determine  definitively  what,  if any,  civil or  criminal  penalties  might be
imposed as a result of the investigation.

All customer claims relating to the foregoing  matters either have been resolved
or, in the Company's judgment, will be resolved within existing reserves.

The Company  believes  that  additional  cost for the foregoing  matters  beyond
amounts  accrued,  if any,  would  not have a  material  adverse  effect  on the
Company's financial position,  cash flow, or annual operating results.  However,
additional cost, when and if accrued,  may have a material adverse impact on the
quarter in which it may be accrued.

On August 6, 1999, the Company entered into an Administrative Agreement with the
U.S. Air Force terminating Notices of Proposed Debarment issued on March 1, 1999
relating  to certain of the  foregoing  matters.  The  Administrative  Agreement
permitted  the  affected  facilities  to resume  accepting  new U.S.  government
contracts and subcontracts.


LIQUIDITY AND CAPITAL RESOURCES

The Company's  principal  sources of liquidity are cash flow from operations and
borrowings  under  its  revolving  credit  facility.   The  Company's  principal
requirements  for cash are to provide  working  capital,  service debt,  finance
capital  expenditures and fund research and development.  Based upon the current
level of  operations,  management  believes  that cash  from the  aforementioned
sources  will be adequate to meet the  Company's  anticipated  requirements  for
these purposes. To date, cash available after satisfaction of these requirements
has been used to voluntarily repay debt prior to mandatory due dates.

Capital  expenditures  in the 2000 first  quarter  were $12.3  million.  Capital
expenditures for the 2000 year are expected to be approximately $90 million.

On February 9, 2000, the Company elected to terminate its $300 Million Revolving
Credit  Facility.  On February 9, 2000,  the Company  (through its  wholly-owned
operating subsidiary,  Howmet Corporation) entered into a new $25 million credit
agreement with a major U.S. bank. The New Credit Agreement
                                      13
<PAGE>

provides a commitment  from the bank for an unsecured  revolving  credit line of
$25 million.  The interest rate is based on LIBOR plus a spread.  The New Credit
Agreement  expires  on May 9,  2000.  The  participating  bank  orally  stated a
willingness  to enter  into a  short-term  extension  of the  agreement,  if the
Company deems it necessary.

At March 31,  2000 there were $9.6  million of  outstanding  standby  letters of
credit under separate credit arrangements.  As of March 31, 2000, $25 million of
unused  borrowing   capacity  was  available  under  the  Company's  New  Credit
Agreement.

Debt as a percentage  of total  capitalization  (debt plus common  stockholders'
equity)  was 9% at March 31,  2000  compared to 8% at  December  31,  1999.  The
current ratio  (excluding  short-term debt) was 1.2 at March 31, 2000 and 1.0 at
December 31, 1999. Working capital (excluding short-term debt) was $54.6 million
and $12.1 million at March 31, 2000 and December 31, 1999, respectively.

The  Company  has an  agreement  to sell,  on a revolving  basis,  an  undivided
interest in a defined pool of accounts receivable.  The Company has received $55
million  from the sale of such  receivables  and has  deducted  this amount from
accounts receivable as of March 31, 2000. The $49.3 million retained receivables
shown in the March 31, 2000 balance sheet  represents the  receivables set aside
to replace sold receivables in the event they are not fully collected.

From December 31, 1999 to March 31, 2000, the cumulative translation adjustment,
which is included in stockholders' equity, changed by $3.3 million, resulting in
a $16.2  million  negative  balance at March 31, 2000.  The change is due to the
strengthening  of the U.S.  dollar  relative  to the  French  franc and the U.K.
sterling.

On April 10, 2000 the Company consummated its previously  announced  acquisition
of the  remaining  interest of Komatsu  Ltd.  in their  Japanese  joint  venture
company,  Komatsu-Howmet  Ltd.,  and changed that company's name to Howmet Japan
Limited.


POSSIBLE OWNERSHIP CHANGES

On  March  14,  2000,  Alcoa  Inc.  ("Alcoa")  and  Cordant   Technologies  Inc.
("Cordant")  announced an agreement under which Alcoa agreed to acquire Cordant.
On April 18, 2000 Alcoa commenced a tender offer for the  outstanding  shares of
the  Company's  common  stock at $20.00 per share in cash.  This tender offer is
conditioned, among other things, on a majority of the publicly held shares being
tendered and not withdrawn. On May 1, the Company announced that its Independent
Directors  Committee had  unanimously  determined that the tender offer by Alcoa
for shares of the  Company's  common  stock was  inadequate  and not in the best
interests of the Company's public stockholders and recommended, on behalf of the
Company,  that the Company's public stockholders  reject Alcoa's offer.  Cordant
had  previously,  on November  12,  1999,  made a proposal to acquire all of the
outstanding shares of common stock of the Company not currently owned by Cordant
for a price of $17.00 per share in cash, later increased to $18.75 per share.


On March 13,  2000 the Company and Cordant  amended  their  Corporate  Agreement
originally entered into in December 1997. As so amended, this agreement provides
that  without  prior  consent  of a  majority  (but  not less  than  two) of the
non-employee  Directors  of the Company who are not  Directors  or  employees of
Cordant ("Independent Directors"), neither Cordant nor any of its affiliates may
acquire  outstanding shares of Common Stock of the Company not then beneficially
owned by Cordant (the "Publicly Held Shares") if such  acquisition  would reduce
the  number of  Publicly  Held  Shares  to less than 14% of the total  number of
shares outstanding,  other than (x) pursuant to a tender offer to acquire all of
the Publicly Held Shares that is  conditioned on the tender of a majority of the
Publicly Held Shares (and this  condition must be satisfied for the exception to
apply) and that  provides a  commitment  for a prompt  "follow up" merger at the
same  price for  untendered  shares,  or (y)  pursuant  to a merger in which all
holders of Publicly Held Shares are treated the same and that is approved by the
holders of a majority of the Publicly Held Shares.  The  foregoing  provision of
the Corporate  Agreement may not be amended or waived by the Company without the
consent

                                       14
<PAGE>

of a majority (but not less than two) of the  Independent  Directors.  Alcoa has
separately  agreed  with the  Company  to be bound  by the same  limitations  as
Cordant.


EURO CONVERSION

The Company  implemented a strategy  during 1999 which would allow it to operate
in a Euro  environment  during the  transition  period,  January 1, 1999 through
December 31, 2001,  and after full Euro  conversion,  effective July 1, 2002. To
date the Company has not experienced and does not anticipate any material impact
from the Euro  conversion on its  operations,  its  competitive  position or its
computer  software  plans.  Also,  the Company  does not expect any  significant
changes to its currency hedging program and does not expect any significant
increases in its foreign exchange exposure.


NEW ACCOUNTING STANDARDS

In June 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 137, "Accounting for Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASB
Statement No. 133".  This  statement  delays the effective date of Statement No.
133 to fiscal years beginning after June 15, 2000. Statement No. 133 establishes
accounting standards for derivative instruments and for hedging activities.  The
statement  will require the Company to recognize all  derivatives on the balance
sheet  at fair  value.  For  derivatives  that  are not  designated  as  hedging
instruments  the  gain or loss  resulting  from  adjustment  to  fair  value  is
recognized  in earnings in the period of change.  If the  derivative is a hedge,
depending on the nature of the hedge,  changes in the fair value of  derivatives
will either be offset  against  the changes in fair value of the hedged  assets,
liabilities,  or firm  commitments  through  earnings  or  recognized  in  other
comprehensive  income  until the hedged  item is  recognized  in  earnings.  The
ineffective  portion of a derivative's  change in fair value will be immediately
recognized in earnings.  The Company has not yet  determined  what the effect of
Statement No. 133 will be on the earnings and financial position of the Company.
The Company expects to adopt this new statement on January 1, 2001.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk
         ---------------------------------------------------------

There  have been no  significant  changes  in market  risk  since the end of the
Company's  December  31,  1999  year.  For  more  information,  please  read the
consolidated  financial  statements and notes thereto  included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.






                                       15
<PAGE>


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
         -----------------

See Note H of Notes to Consolidated Financial Statements with respect to certain
claims and proceedings.


Item 5.  Other Events
         ------------

                             CAUTIONARY STATEMENT


Certain statements in this quarterly report are "forward-looking  statements" as
defined in the "safe  harbor"  provisions of the Private  Securities  Litigation
Reform Act of 1995.  The matters  discussed in these  statements  are subject to
risks and  uncertainties  which should be  considered in assessing the Company's
conduct of its business.  Such  statements  include those  relating to sales and
earnings  growth,  price  reductions,  the price of Cordant's  stock, the Howmet
Aluminum  Casting   manufacturing   process  issues  and  delivery  performance,
anticipated cost  reductions,  cash flow adequacy,  euro conversion,  accounting
standard  changes and others.  All forecasts and  projections in this report are
"forward-looking statements", and are based on management's current expectations
of the Company's results,  based on current information  available pertaining to
the Company and its products  including the  aforementioned  risk  factors.  The
words "expect,"  "project,"  "estimate,"  "predict,"  "anticipate,"  "believes,"
"plans,"  "intends,"  and  similar  expressions  are also  intended  to identify
forward-looking  statements.  Pursuant  to the  safe  harbor  provisions  of the
Private  Securities  Litigation Reform Act of 1995, the Company cautions readers
that  such   forward-looking   statements  are  subject  to  certain  risks  and
uncertainties,  which could cause actual results to differ materially from those
projected in those statements.  These risks and uncertainties  include,  but are
not limited to,  worldwide  economic and  political  conditions,  the effects of
aerospace  industry  economic  conditions  and  cyclicality,  the  nature of the
Company's customer base, competition,  pricing pressures,  availability and cost
of raw materials and others detailed in the Company's Annual Report on Form 10-K
for the year ended December 31, 1999 and other reports filed with the Securities
and Exchange  Commission.  The Company  undertakes  no  obligation  to update or
revise any  forward-looking  statement,  whether as a result of new information,
future events or otherwise.


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

(a) -- Exhibits
       --------

      27.1  Financial Data Schedule

(b) -- Reports on Form 8-K
       -------------------

      During the quarter  ended March 31, 2000,  the Company filed the following
      Current Reports on Form 8-K:

      Report  filed  January  5,  2000.  Item 5 - Other  events  - News  release
      announcing  that the  Independent  Directors  Committee  has appointed its
      financial advisor.

      Report  filed  February  11,  2000.  Item 5 - Other  events - News release
      announcing the Company's annual earnings for 1999.

      Report  filed  March  15,  2000.  Item 5 -  Other  events  - News  release
      announcing Alcoa Inc.'s intention to acquire publicly held Company shares.






                                       16
<PAGE>



                                  SIGNATURES


           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.

Dated: May 3, 2000

                                                HOWMET INTERNATIONAL INC.


                                                  /s/ John C. Ritter
                                                  ------------------
                                                  John C. Ritter
                                                  Senior Vice President &
                                                  Chief Financial Officer
                                                  (Principal Financial Officer)


                                                  /s/ George T. Milano
                                                  --------------------
                                                  George T. Milano
                                                  Corporate Controller
                                                  (Principal Accounting Officer)








                                       17