<PAGE>


                               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, 1999


                                      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 October 20, 1999: 100,028,883 Shares








<PAGE>




                          Howmet International Inc.
                        Quarterly Report on Form 10-Q
                              September 30, 1999

                              TABLE OF CONTENTS


Part I. FINANCIAL INFORMATION

Item 1 -- Financial Statements

          Consolidated Statements of Income - Three months ended and
            Nine months ended September 30, 1999 and 1998                      3

          Consolidated Condensed Balance Sheets - September 30, 1999 and
            December 31, 1998                                                  4

          Consolidated Statements of Cash Flows - Nine months ended
            September 30, 1999 and 1998                                        5

          Consolidated Statements of Common Stockholders' Equity and
            Redeemable  Preferred  Stock - Three months ended and
            Nine months ended September 30, 1999 and 1998                      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           17


Part II.  OTHER INFORMATION

Item 1 -- Legal Proceedings                                                   18

Item 5 -- Other Information                                                   18

Item 6 -- Exhibits and Reports on Form 8-K                                    18

SIGNATURES                                                                    19









                                       2
<PAGE>




PART  I  -  FINANCIAL INFORMATION
Item 1.  Financial Statements
         --------------------
<TABLE>
<CAPTION>

                          Howmet International Inc.

                Consolidated Statements of Income (Unaudited)

                     (in millions, except per share data)




                                        Three Months Ended       Nine Months Ended
                                           September 30,           September 30,
                                       ----------------------  -----------------------
                                          1999        1998        1999        1998
--------------------------------------------------------------------------------------
<S>                                      <C>          <C>       <C>           <C>

Net sales                                $ 355.2      $ 331.6   $ 1,097.6     $ 995.7

Operating expenses:
  Cost of sales                            271.5        250.2       839.4       760.2
  Selling, general and
   administrative expense                   19.4         14.2        75.2        64.2
  Research and development expense           4.4          4.6        14.3        14.1
                                        ---------    ---------   ---------   ---------
                                           295.3        269.0       928.9       838.5
                                        ---------    ---------   ---------   ---------

Income from operations                      59.9         62.6       168.7       157.2

Interest income                              -             .4          .5         1.2
Interest expense                            (1.3)        (3.1)       (5.3)      (10.4)
Other, net                                  (1.1)        (1.2)       (1.5)       (2.8)
                                        ---------    ---------  ---------    ---------

Income before income taxes                  57.5         58.7       162.4       145.2
Income taxes                               (19.7)       (20.6)      (58.5)      (55.2)
                                        ---------    ---------   ---------   ---------

Net income                                  37.8         38.1       103.9        90.0

Dividends on redeemable preferred stock      -           (1.4)        (.8)       (4.1)
                                        ---------    ---------  ---------    ---------

Net income applicable to common stock    $  37.8       $ 36.7     $ 103.1     $  85.9
                                        =========    =========   =========   =========

Net income per common share, basic
  and diluted                            $   .38       $  .37     $  1.03     $   .86
                                        =========    =========   =========   =========



<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>


                                       3
<PAGE>




<TABLE>
<CAPTION>

                          Howmet International Inc.

                    Consolidated Condensed Balance Sheets

                       (in millions, except share data)
                                                           SEPTEMBER 30,  December 31,
                                                                1999         1998
-------------------------------------------------------------------------------------
                                                             (UNAUDITED)
<S>                                                           <C>          <C>
Assets
Current assets:
  Cash and cash equivalents                                   $   17.7     $   37.6
  Accounts receivable (less allowance of $5.4 and $5.2)           81.6         84.1
  Inventories                                                    165.9        161.9
  Retained receivables                                            56.6         32.0
  Deferred income taxes                                           12.5         16.2
  Other current assets                                             4.9          3.0
  Restricted Trust  (a)                                            -          716.4
                                                             -----------  -----------
Total current assets                                             339.2      1,051.2

Property, plant and equipment, net                               386.1        334.9
Goodwill, net                                                    216.4        221.1
Patents and technology and other intangible assets, net          106.3        115.1
Other noncurrent assets                                           79.5         78.3
                                                             -----------  -----------
Total assets                                                  $1,127.5     $1,800.6
                                                             ===========  ===========


Liabilities,  redeemable  preferred stock and  stockholders'
  equity
Current liabilities:
  Accounts payable                                            $   73.7    $   101.5
  Accrued compensation                                            48.0         45.0
  Other accrued liabilities                                      116.0        108.7
  Income taxes payable                                            61.5         44.8
  Short-term debt                                                 51.7         28.0
  Pechiney Notes  (a)                                              -          716.4
                                                             -----------  -----------
Total current liabilities                                        350.9      1,044.4

Accrued retiree benefits other than pensions                     100.4         96.8
Accrued pension liability                                         49.5         49.0
Other noncurrent liabilities                                     105.0        108.4
Deferred income taxes                                              -            2.1
Long-term debt                                                    53.0         63.0
                                                             -----------  -----------
Total noncurrent liabilities                                     307.9        319.3

Commitments and contingencies

Redeemable preferred stock                                         -           65.6

Stockholders' equity:
  Preferred  stock,  authorized - 9,993,470  shares,  issued
   and outstanding - 0 shares                                      -            -
  Common  stock,  $.01 par value,  authorized -  400,000,000
   shares, issued  and  outstanding: 1999 - 100,028,883 shares;
   1998 - 100,005,356 shares                                       1.0          1.0
  Capital surplus                                                195.4        195.1
  Retained earnings                                              283.2        180.1
  Accumulated other comprehensive income                         (10.9)        (4.9)
                                                             -----------  -----------
Total stockholders' equity                                       468.7        371.3
                                                             ===========  ===========
Total liabilities, redeemable preferred stock and
  stockholders' equity                                        $1,127.5     $1,800.6
                                                             ===========  ===========

<FN>
(a)  The Restricted Trust held a note receivable from Pechiney, S.A. and related
     letters of credit that  secured  Pechiney,  S.A.'s  agreement  to repay the
     Pechiney  Notes.  Pechiney,  S.A. (the Company's  previous  owner) paid the
     Notes in full on January 4, 1999, and the Restricted  Trust was terminated.
     No Company funds were used in the payment of the Notes.

See notes to consolidated financial statements.
</FN>
</TABLE>

                                       4
<PAGE>




<TABLE>
<CAPTION>

                          Howmet International Inc.

              Consolidated Statements of Cash Flows (Unaudited)

                                (in millions)




                                                            Nine Months Ended
                                                              September 30,
                                                      --------------------------
                                                          1999            1998
--------------------------------------------------------------------------------
<S>                                                     <C>           <C>

Operating activities
--------------------
Net income                                              $  103.9      $  90.0
Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation and amortization                            48.8         44.1
   Changes in assets and liabilities:
     Receivables                                           (22.9)       (20.1)
     Inventories                                            (4.7)         4.1
     Accounts payable and accrued liabilities              (17.5)       (22.9)
     Deferred income taxes                                  (2.9)         -
     Income taxes payable                                   16.9         18.9
     Long-term SARs accrual                                   .9         (8.1)
     Other - net                                             2.0          4.4
                                                        ----------   ----------

        Net cash provided by operating activities          124.5        110.4

Investing activities
--------------------
Purchases of property, plant and equipment                 (87.7)       (54.7)
Investment in joint venture                                  -           (3.4)
                                                        ----------   ----------

        Net cash used by investing activities              (87.7)       (58.1)

Financing activities
--------------------
Net change in short-term debt                               21.6         16.7
Issuance of long-term debt                                  65.0         36.6
Repayment of long-term debt                                (75.0)      (131.0)
Redemption of preferred stock                              (66.4)         -
                                                        ----------   ----------

        Net cash used by financing activities              (54.8)       (77.7)

Foreign currency rate changes                               (1.9)         1.3
                                                        ----------   ----------
Decrease in cash and cash equivalents                      (19.9)       (24.1)

Cash and cash equivalents at beginning of period            37.6         45.4
                                                        ==========   ==========
Cash and cash equivalents at end of period               $  17.7      $  21.3
                                                        ==========   ==========



<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>




                                       5
<PAGE>




<TABLE>
<CAPTION>
                          Howmet International Inc.

    Consolidated Statements of Common Stockholders' Equity and Redeemable Preferred Stock

                       (in millions, except share data)

                                                         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
------------------
SEPTEMBER 30,
-------------
Balance, June 30, 1998  100,000,000 $1.0 $195.0  $124.5    $ (5.9)      $314.6      6,269     $62.7
                                                                    ----------
Comprehensive income
  Net income                                       38.1                   38.1
  Other comprehensive
    income
   Foreign exchange
translation adjustment                                        2.7          2.7
                                                                    ----------
  Total comprehensive
    income                                                                40.8
                                                                    ----------
Dividends - redeemable
  preferred stock                                  (1.4)                  (1.4)      146        1.4
Shares issued                 5,356          .1                             .1
-----------------------------------------------------------------------------------------------------

Balance, September
30, 1998                100,005,356 $1.0 $195.1  $161.2    $ (3.2)      $354.1     6,415      $64.1
=====================================================================================================

Balance, June 30, 1999  100,024,883 $1.0 $195.4  $245.4    $(16.9)      $424.9         -      $  -
                                                                    ----------
Comprehensive income
  Net income                                       37.8                   37.8
  Other comprehensive
    income
   Foreign exchange
translation adjustment                                        6.0          6.0
                                                                    ----------
  Total comprehensive
    income                                                                43.8
                                                                    ----------
Shares issued                 4,000          -                              -
-----------------------------------------------------------------------------------------------------

BALANCE, SEPTEMBER
30, 1999                100,028,883 $1.0 $195.4  $283.2    $(10.9)      $468.7         -      $  -
=====================================================================================================

NINE MONTHS ENDED
-----------------
SEPTEMBER 30,
-------------
Balance, December 31,   100,000,000 $1.0 $195.0  $ 75.3    $ (5.6)      $265.7     6,001      $60.0
1997                                                                ----------

Comprehensive income
  Net income                                       90.0                   90.0
  Other comprehensive
    income
   Foreign exchange
translation adjustment                                        2.4          2.4
                                                                    ----------
  Total comprehensive
    income                                                                92.4
                                                                    ----------
Dividends - redeemable
  preferred stock                                  (4.1)                  (4.1)      414        4.1
Shares issued                 5,356          .1                             .1
-----------------------------------------------------------------------------------------------------

Balance, September
30, 1998                100,005,356 $1.0 $195.1  $161.2    $ (3.2)      $354.1     6,415      $64.1
=====================================================================================================

Balance, December 31,   100,005,356 $1.0 $195.1  $180.1    $ (4.9)      $371.3     6,560      $65.6
1998                                                                ----------

Comprehensive income
  Net income                                      103.9                  103.9
  Other comprehensive
    income
   Foreign exchange
translation adjustment                                       (6.0)        (6.0)
                                                                    ----------
  Total comprehensive
    income                                                                97.9
                                                                    ----------
Dividends - redeemable
  preferred stock                                   (.8)                   (.8)         78         .8
Redeemable preferred
  stock redemption                                                                  (6,638)     (66.4)
Shares issued                23,527          .3                             .3
-----------------------------------------------------------------------------------------------------

BALANCE, SEPTEMBER
30, 1999                100,028,883 $1.0 $195.4  $283.2    $(10.9)       $468.7        -      $   -
=====================================================================================================

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>




                                      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, 1998 has been derived from the Company's audited financial
statements at that date.  Operating results for the three months and nine months
ended  September  30, 1999 are not  necessarily  indicative of the results to be
expected for the year ending December 31, 1999. The financial  statements should
be read in  conjunction  with the  consolidated  financial  statements and notes
thereto  included  in the  Company's  Notice of 1999  Annual  Meeting  and Proxy
Statement,  Exhibit A,  incorporated  by reference in the Annual  Report on Form
10-K for the year ended December 31, 1998 ("1998 Form 10-K").

Certain  reclassifications were made to the 1998 financial statements to conform
to the 1999 presentation.


B.  INVENTORIES

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

                                          SEPTEMBER 30,  December 31,
(in millions)                                 1999          1998
---------------------------------------------------------------------
<S>                                          <C>            <C>

Raw materials and supplies                   $ 62.1         $ 56.7
Work in progress                               80.9           78.8
Finished goods                                 28.5           29.7
---------------------------------------------------------------------
FIFO inventory                                171.5          165.2
LIFO valuation adjustment                      (5.6)          (3.3)
---------------------------------------------------------------------
                                             $165.9         $161.9
---------------------------------------------------------------------
</TABLE>

At September 30, 1999 and December 31, 1998,  inventories include $113.1 million
and $111.8  million,  respectively,  that are valued using LIFO.  This valuation
adjustment  approximates  the  difference  between the LIFO  carrying  value and
current replacement cost.


C.  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.




                                       7
<PAGE>




                          Howmet International Inc.

            Notes to Consolidated Financial Statements (Unaudited)



C.  SEGMENT INFORMATION (continued)

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     Nine Months Ended
                                           September 30,          September 30,
                                        ------------------    ------------------
(in millions)                           1999        1998       1999        1998
--------------------------------------------------------------------------------
<S>                                      <C>      <C>         <C>        <C>

Net sales to external customers:
   Investment casting and consolidated   $355.2   $331.6      $1,097.6   $995.7
================================================================================


Income from operations:
   Investment casting                    $ 60.3   $ 57.2      $  184.1   $167.0
   SARs benefit (expense)                   2.3      8.1           (.9)     2.8
   Cordant options                          2.9       .2            .7     (1.4)
   Adjust to LIFO                          (2.3)      .1          (3.0)     (.9)
   Other unallocated corporate
expense, net                               (3.3)    (3.0)        (12.2)   (10.3)
--------------------------------------------------------------------------------
      Consolidated                       $ 59.9   $ 62.6      $  168.7   $157.2
================================================================================
</TABLE>


D.  PREFERRED STOCK REDEMPTION

At December 31, 1998, the Company had issued and outstanding 6,560 shares of the
authorized  15,000  shares,  $.01 par value and  $10,000  per share  liquidation
value,  of 9% Series A Senior  Cumulative  Preferred  Stock.  Dividends  on this
preferred stock was at 9% payable-in-kind.

On February 17, 1999,  the Company  redeemed and retired all of the  outstanding
preferred stock at its $66.4 million book value.  The Company borrowed under its
revolving credit facility to make this redemption.  On February 17, 1999, and at
all previous times, all outstanding shares of this preferred stock were owned by
Cordant Technologies Inc. ("Cordant").


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
(100,028,657 and 100,005,356 for the quarters ended September 30, 1999 and 1998,
and 100,020,615 and 100,001,785 for the nine months ended September 30, 1999 and
1998,  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 (100,495,143 and 100,005,356
for the  quarters  ended  September  30,  1999 and  1998,  and  100,332,273  and
100,104,007   for  the  nine  months   ended   September   30,  1999  and  1998,
respectively).





                                       8
<PAGE>




                          Howmet International Inc.

            Notes to Consolidated Financial Statements (Unaudited)



F. SARS AND CORDANT OPTIONS

For the  quarters  ended  September  30,  1999 and 1998,  selling,  general  and
administrative  expense  includes the  following  pre-tax  benefits  recorded in
connection with the Company's Stock  Appreciation  Rights ("SARs") plan and with
the Cordant Options (in millions):
<TABLE>
<CAPTION>

                                         Three Months Ended
                                            September 30,
                                 --------------------------------------
                                       1999                1998
                                 -----------------   ------------------
<S>                                     <C>                 <C>

SARs pre-tax benefit                    $2.3                $8.1

Cordant Options pre-tax
  benefit                               $2.9                $0.2

</TABLE>

SARs - 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  September  30,  1999 and 1998  market  prices of the  Company's  stock both
dropped below $15 causing distortive benefits in both quarters.

At September 30, 1999,  the market price of the  Company's  common stock was $14
compared to a price that was above $15 at June 30, 1999. This reduction in stock
price below $15 resulted in a $2.3 million  pre-tax 1999 third quarter  benefit.
If the market price at September 30, 1999 were $15 or higher,  the Company would
have recorded a $1.5 million  pre-tax  expense in the 1999 third quarter  rather
than the $2.3 million pre-tax benefit. (If the December 31, 1999 market price of
the  Company's  stock is $15 or higher,  the  Company  will  record  1999 fourth
quarter SARs expense equal to (i) the reversal of the $2.3 million pre-tax third
quarter  benefit plus (ii) the $1.5 million that would have been recorded in the
1999  third  quarter  had the market  price been $15 plus (iii) the normal  $1.5
million pre-tax 1999 fourth quarter expense.)

At  September  30,  1998,  the market  price of the  Company's  common stock was
$11.625  compared to $15 at June 30, 1998.  This  reduction in stock price below
$15  resulted in an $8.1  million  pre-tax 1998 third  quarter  benefit.  If the
market price at September  30, 1998 were $15 or higher,  the Company  would have
recorded a $2.9 million  pre-tax  expense in the 1998 third quarter  rather than
the $8.1 million pre-tax benefit.  (At December 31, 1998 the market price of the
Company's stock was above $15.  Consequently,  in the 1998 fourth  quarter,  the
Company  recorded  SARs  expense  equal to (i) the  reversal of the $8.1 million
pre-tax  third  quarter  benefit plus (ii) the $2.9 million that would have been
recorded in the 1998 third  quarter had the market price been $15 plus (iii) the
normal 1998 fourth quarter expense.)

Cordant  Options  - See the  Company's  1998 Form 10K 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 Cordant  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.

At September  30, 1999 the market price of  Cordant's  common stock  declined to
$30.44.  This  reduction  resulted in a $2.9 million  pre-tax 1999 third quarter
benefit.  (Each $1 increase or  decrease in the market  price of Cordant  common
stock will  result in a $.2  million  1999  fourth  quarter  pre-tax  expense or
benefit.)




                                       9
<PAGE>




                          Howmet International Inc.

            Notes to Consolidated Financial Statements (Unaudited)

F. SARS AND CORDANT OPTIONS (continued)

For the nine months  ended  September  30, 1999 and 1998,  selling,  general and
administrative  expense  included  the  following  pre-tax  amounts  recorded in
connection with the SARs plan and with the Cordant Options (in millions):
<TABLE>
<CAPTION>

                                               Nine Months Ended
                                                 September 30,
                                     --------------------------------------
                                           1999                 1998
                                     ------------------   -----------------
<S>                                        <C>                  <C>

SARs pre-tax (expense) benefit             $(0.9)               $ 2.8

Cordant Options pre-tax benefit
  (expense)                                $ 0.7                $(1.4)

</TABLE>


G.  INCOME TAXES

In the third quarter of 1999, the Company  reduced its estimate of the effective
annual income tax rate from 37% to 36%. The reduction is due to higher  benefits
related to the foreign sales corporation.  Third quarter results benefitted from
a $1 million  reversal of excess income taxes  provided in the first half of the
year, as the tax rate on first half earnings was reduced to 36%.

The 1998 third  quarter also  included a benefit from the reversal of first half
income tax expense.  The 1998 third quarter benefit was $1.7 million and was the
result of a change in the estimate of the 1998 annual  effective income tax rate
from 40% to 38%.

The 1999  nine-month  tax rate of 36% is 2% lower  than  1998 due  primarily  to
higher  estimates of research and  development  tax credits and higher  benefits
related to the foreign sales corporation.

As of February 1999, the Company's  taxable income will be included in Cordant's
consolidated Federal income tax return.


H.  OTHER INFORMATION

On February 8, 1999,  Cordant acquired the remaining 22.65 million shares of the
Company's  common  stock  owned  by  Carlyle-Blade  Acquisition  Partners,  L.P.
("Carlyle") for $385 million.  The acquisition included a new Carlyle Standstill
Agreement  and the extension of an existing  covenant not to compete.  With this
purchase of the Carlyle  shares,  Cordant's  ownership of the  Company's  common
stock increased to approximately  84.6 million shares  representing 84.6% of the
Company's  outstanding voting common stock. The remaining 15.4% of the Company's
common stock is publicly owned.


I.  CERCAST CONTINGENT MATTERS


Starting  in late 1998,  the  Company  discovered  certain  product  testing and
specification    non-compliance    issues    at   its    Cercast-Montreal    and
Cercast-Bethlehem  (Pennsylvania) facilities. The Company notified customers, is
actively  cooperating with them and government  agencies in the investigation of
these matters, and is implementing remedial


                                       10
<PAGE>




                          Howmet International Inc.

            Notes to Consolidated Financial Statements (Unaudited)

I.  CERCAST CONTINGENT MATTERS (continued)


action. The Company knows of no in-service problems associated with any of these
issues. In addition,  Cercast has been, and expects to continue for some time to
be,  late in delivery of products  to certain  customers.  Data  collection  and
analysis must be completed before a definitive estimate of the Company's cost to
resolve the foregoing matters can be completed. Based on preliminary evaluation,
however,   the  Company  recorded  an  estimated  loss  of  $4  million  in  its
consolidated statement of income for the year ended December 31, 1998.

The Defense  Criminal  Investigative  Service (the "DCIS") in  conjunction  with
agents from the military services and NASA, has undertaken an investigation with
respect to 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.

In July 1999,  the Company  received a customer  claim related to certain of the
aforementioned  issues,  which was  significantly  higher than amounts  accrued.
While final  resolution  of this claim is  uncertain,  the Company  believes the
claim is  excessive.  In  September  1999,  the Company also  discovered  issues
related  to  product  inspection  procedures  at its  Cercast-Hillsboro  (Texas)
facility and other testing and specification  non-compliance at Cercast-Montreal
and  Cercast-Bethlehem.  The Company has substantially  completed  correction of
these procedures,  has notified customers and government agencies, and has asked
the  Department  of Defense and  Department  of Justice to address these matters
under the U.S.  government's  voluntary disclosure program. The Company knows of
no in-service problems associated with these issues.

While there is uncertainty  associated with all of the  aforementioned  matters,
the Company  believes  that  additional  cost for such  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.

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


J.  OTHER CONTINGENCIES

The Company is involved in certain  environmentally  related  matters  which are
discussed in its 1998 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 September 30, 1999 Compared to Quarter Ended September 30, 1998
<TABLE>
<CAPTION>

Summary  financial  information  for the quarters ended September 30 follows (in
millions, except per share data):

                                                                  Better/
                                           1999        1998       (Worse)      Percent
                                        -------------------------------------------------
<S>                                       <C>          <C>         <C>          <C>

Net Sales                                 $355.2       $331.6      $23.6          7
-----------------------------------------------------------------------------------------

Gross profit                                83.7         81.4        2.3          3

Selling, general and administrative
  expense                                   19.4         14.2       (5.2)       (37)
Research and development expense             4.4          4.6         .2          4
-----------------------------------------------------------------------------------------

Income from operations                      59.9         62.6       (2.7)        (4)
Net interest expense                        (1.3)       (2.7)        1.4         52
Other, net                                  (1.1)       (1.2)         .1          8
Income taxes                               (19.7)      (20.6)         .9          4
-----------------------------------------------------------------------------------------

Net income                                $ 37.8       $ 38.1      $ (.3)        (1)
=========================================================================================

Earnings per share (basic and diluted)    $  .38       $  .37      $ .01          3
=========================================================================================
</TABLE>

Net  sales in the 1999  third  quarter  were 7%  higher  than in the 1998  third
quarter.  The 1999 sales  increase is due to volume  increases in the industrial
gas turbine market.  Sales to the aero market were  approximately 10% lower than
1998, including an approximate 2% price decrease. Such price reductions, as well
as similar  price  reductions  for the  industrial  gas turbine  market,  were a
function of sharing  cost  savings  with  customers.  The Company  continues  to
experience  pressure from its major  customers for price  reductions and expects
such  reductions to continue in 2000. The adverse  effect of such  reductions is
expected to be offset to a large extent,  if not all,  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 yet be assured.

Gross  profit  was $2.3  million  higher  in the 1999  quarter  than in the 1998
quarter.  The principal  reason for the 1999  improvement was increased  volume.
Cost  control  enabled  the  Company to  capitalize  on such  volume  increases.
Partially  offsetting  the  improvement  was the  adverse  effect of  continuing
production problems at certain aluminum casting plants.

Selling,  general and administrative expense was $5.2 million higher in the 1999
third quarter than in the 1998  quarter.  $3.1 million of the increase is due to
the effect of the Company's SARs plan and Cordant  Options.  See Note F of Notes
to Consolidated  Financial Statements.  The increase also includes general price
level increases and higher cost to support higher volumes.

Net interest  expense was $1.4 million lower in the 1999 third quarter  compared
with 1998.  The decrease was primarily due to lower debt levels and $0.5 million
of capitalized interest in 1999.

Income tax expense  decreased $.9 million due to lower pre-tax earnings and a 2%
lower  rate in 1999.  The  quarter-to-quarter  comparison  is also  affected  by
changes in  estimated  tax rates in both the 1999 and 1998 third  quarters.  See
Note G of Notes to Consolidated Financial Statements.




                                       12
<PAGE>




Starting  in late 1998,  the  Company  discovered  certain  product  testing and
specification    non-compliance    issues    at   its    Cercast-Montreal    and
Cercast-Bethlehem  (Pennsylvania) facilities. The Company notified customers, is
actively  cooperating with them and government  agencies in the investigation of
these matters,  and is  implementing  remedial  action.  The Company knows of no
in-service  problems  associated with any of these issues. In addition,  Cercast
has been,  and  expects to  continue  for some time to be,  late in  delivery of
products to certain  customers.  Data  collection and analysis must be completed
before a  definitive  estimate of the  Company's  cost to resolve the  foregoing
matters can be completed. Based on preliminary evaluation,  however, the Company
recorded an estimated loss of $4 million in its consolidated statement of income
for the year ended December 31, 1998.

The Defense  Criminal  Investigative  Service (the "DCIS") in  conjunction  with
agents from the military services and NASA, has undertaken an investigation with
respect to 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.

In July 1999,  the Company  received a customer  claim related to certain of the
aforementioned  issues,  which was  significantly  higher than amounts  accrued.
While final  resolution  of this claim is  uncertain,  the Company  believes the
claim is  excessive.  In  September  1999,  the Company also  discovered  issues
related  to  product  inspection  procedures  at its  Cercast-Hillsboro  (Texas)
facility and other testing and specification  non-compliance at Cercast-Montreal
and  Cercast-Bethlehem.  The Company has substantially  completed  correction of
these procedures,  has notified customers and government agencies, and has asked
the  Department  of Defense and  Department  of Justice to address these matters
under the U.S.  government's  voluntary disclosure program. The Company knows of
no in-service problems associated with these issues as well.

While there is uncertainty  associated with all of the  aforementioned  matters,
the Company  believes  that  additional  cost for such  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.

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






                                       13
<PAGE>




Nine Months Ended  September 30, 1999 Compared to Nine Months Ended  September
30, 1998
<TABLE>
<CAPTION>

Summary financial information for the nine months ended September 30 follows (in
millions, except per share data):

                                                                  Better/
                                           1999        1998       (Worse)      Percent
                                        -------------------------------------------------
<S>                                     <C>            <C>         <C>           <C>

Net Sales                               $1,097.6       $995.7      $101.9         10
-----------------------------------------------------------------------------------------

Gross profit                               258.2        235.5        22.7         10

Selling, general and administrative
  expense                                   75.2         64.2       (11.0)       (17)
Research and development expense            14.3         14.1         (.2)        (1)
-----------------------------------------------------------------------------------------

Income from operations                     168.7        157.2        11.5          7
Net interest expense                        (4.8)        (9.2)        4.4         48
Other, net                                  (1.5)        (2.8)        1.3         46
Income taxes                               (58.5)       (55.2)       (3.3)        (6)
-----------------------------------------------------------------------------------------

Net income                              $  103.9       $ 90.0      $ 13.9         15
=========================================================================================

Earnings per share (basic and diluted)  $   1.03       $  .86      $  .17         20
=========================================================================================
</TABLE>

Net sales in the nine months  ended  September  30, 1999 were 10% higher than in
the 1998 nine-month  period.  The 1999 sales increase is due to volume increases
in  the  industrial  gas  turbine   market.   Sales  to  the  aero  market  were
approximately  5% lower than 1998,  including an approximate 2% price  decrease.
Such price  reductions,  as well as similar price  reductions for the industrial
gas turbine market, were a function of sharing cost savings with customers.

Gross  profit  was $22.7  million  higher  in 1999  than in the 1998  nine-month
period. The principal reason for the 1999 improvement was increased volume. Cost
control  enabled the Company to capitalize on such volume  increases.  Partially
offsetting  the  improvement  was the adverse  effect of  continuing  production
problems at certain aluminum casting plants.

Selling,  general and administrative expense was $11 million higher in 1999 than
in the 1998 nine-month period. $1.6 million of the increase is due to the effect
of the  Company's  SARs  plan  and  Cordant  Options.  See  Note F of  Notes  to
Consolidated  Financial  Statements.  The  increase  also  includes  the cost of
systems  upgrades,  general  price level  increases  and higher costs to support
higher volumes.

Net  interest  expense was $4.4 million  lower in the 1999 nine months  compared
with 1998.  The decrease was primarily due to lower debt levels and $0.5 million
of capitalized interest in 1999.

Income tax  expense  increased  $3.3  million  due to higher  pre-tax  earnings,
partially  offset by a 2% lower effective tax rate. The lower effective rate for
1999 was attributable  primarily to higher estimates of research and development
tax credits and higher benefits related to the foreign sales corporation.


EARNINGS OUTLOOK

See Note F of Notes to Consolidated Financial Statements for a discussion of the
effects of SARs and Cordant  Options on the third quarter  results.  In the 1999
third quarter the Company  recorded a $2.9 million pre-tax benefit in connection
with the Cordant  Options.  The quarter also  benefited  from a SARs  adjustment
resulting  from the decline in the market price of Howmet common  stock.  If the
market price of Howmet  common  stock were $15 or higher at September  30, 1999,
the Company would have  recorded  $3.8 million less pre-tax  profits in the 1999
third quarter.


                                       14
<PAGE>




Excluding  the  adverse  effect of the  possible  reversal of some or all of the
aforementioned  pre-tax  benefits in the fourth  quarter,  the  Company  expects
fourth  quarter  earnings  per share in the $.28 to $.31  range.  Excluding  any
portion of the aforementioned  benefits  remaining in 1999 results,  the Company
expects full year 1999 earnings per share in the $1.27 to $1.30 range. For 2000,
the Company currently expects earnings per share percentage growth in the mid to
upper single digits.

THIS EARNINGS OUTLOOK CONSISTS OF "FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
(THE "ACT") INCLUDING  STATEMENTS  REGARDING EARNINGS PER SHARE AND EARNINGS PER
SHARE GROWTH. SUCH STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES WHICH COULD
CAUSE ACTUAL RESULTS TO DIFFER  MATERIALLY FROM THOSE PROJECTED  THEREIN.  THESE
RISKS AND UNCERTAINTIES SHOULD BE CONSIDERED IN ASSESSING THIS EARNINGS OUTLOOK;
THEY INCLUDE THOSE DESCRIBED IN ITEM 5 OF THIS REPORT AND IN OTHER REPORTS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION.


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 1999  nine  months  were  $87.7  million.  Capital
expenditures  for the full year are expected to be  approximately  $120 million.
Such expenditures  include amounts for previously  announced plans to accelerate
expansion of IGT capacity at three plants and to build a new aero-airfoil plant.

At September 30, 1999, there were $50 million of outstanding borrowings and $7.6
million  of  outstanding  standby  letters  of  credit  under  the $300  million
revolving credit facility. An additional $2 million of standby letters of credit
were outstanding under another  facility.  At September 30, 1999, $242.4 million
of unused borrowing capacity was available under the Company's  revolving credit
facility.

At December 31, 1998,  the Company's  balance sheet  includes  $716.4 million of
Pechiney Notes and a related $716.4 million  Restricted  Trust asset. On January
4, 1999 Pechiney,  S.A. (the Company's previous owner) repaid the Pechiney Notes
in full. As a result,  the  Restricted  Trust,  which secured  Pechiney,  S.A.'s
agreement to repay the notes, was terminated.  No Company funds were used in the
payment of the notes.

Debt,  excluding Pechiney Notes, plus redeemable preferred stock as a percentage
of total capitalization  (these items plus common stockholders'  equity) was 18%
at September  30, 1999  compared to 30% at December 31, 1998.  The current ratio
(excluding short-term debt and Pechiney Notes) was 1.1 at September 30, 1999 and
at December 31, 1998.  Working capital  (excluding  short-term debt and Pechiney
Notes) was $40 million and $34.8  million at September 30, 1999 and December 31,
1998, 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  September  30,  1999.  The $56.6  million  retained
receivables,  shown in the  September  30, 1999  balance  sheet  represents  the
receivables  set aside to  replace  sold  receivables  in the event they are not
fully collected.

Since  December  31,  1998,  the  cumulative  translation  adjustment,  which is
included in stockholders'  equity,  changed by $6 million,  resulting in a $10.9
million  negative  balance  at  September  30,  1999.  The  change is due to the
strengthening of the U.S. dollar relative to the French franc.


                                       15
<PAGE>




FEBRUARY 1999 CHANGE IN OWNERSHIP AND PREFERRED STOCK REDEMPTION

On  February  8,  1999,  Cordant  Technologies  Inc.  ("Cordant")  acquired  the
remaining  22.65  million  shares  of  the  Company's   common  stock  owned  by
Carlyle-Blade  Acquisition  Partners,  L.P.  ("Carlyle")  for $385 million.  The
acquisition  included a new Carlyle Standstill Agreement and the extension of an
existing  covenant  not to compete.  With this  purchase of the Carlyle  shares,
Cordant's  ownership of the Company's  common stock  increased to  approximately
84.6 million  shares  representing  84.6% of the  Company's  outstanding  voting
common  stock.  The remaining  15.4% of the  Company's  common stock is publicly
owned.

On February  17,  1999,  the Company  exercised  its option to redeem all of its
outstanding 9% redeemable  preferred stock. The payment was made to Cordant, the
sole preferred  stockholder.  The Company borrowed under its existing  revolving
credit facility to make this payment.


YEAR 2000 COMPLIANCE

The Company  does not  anticipate  a  disruption  in  operations  as a result of
computer  hardware and software issues  associated with the Year 2000. A team of
both Company  personnel and contract  consultants  is  specifically  assigned to
actively  identify,  evaluate  and address the  Company's  Year 2000  compliance
issues.  Overall,  the  Company  has  completed  virtually  all of the Year 2000
testing and associated corrective actions for its critical systems and devices.

Business Information Systems Remediation: Management believes that virtually all
-----------------------------------------
date logic problems on the Company's  central  mainframe and distributed  server
applications  have been  identified,  and remedial  action to correct or replace
problematic code, with minor exceptions, has been completed. All central systems
have been placed under  restrictive  change  control  procedures  to ensure that
corrected systems are not inadvertently impacted by further changes. System-wide
testing activity will be conducted periodically  throughout 1999. In addition to
the  aforementioned  efforts,  the  Company  is  installing  several  commercial
application software products, at both its central facility and at certain plant
sites, to further address its Year 2000 readiness.

The Year 2000  compliance  team is  concurrently  working with the various plant
facilities  to  identify  and  implement  any needed  changes to local  business
applications.  The inventory and  assessment  phase of this effort at each plant
has been completed. Corrective action projects have been completed for virtually
all of the  critical  systems  at all  plants.  To  date  no  material  risk  of
non-compliance  has been identified.  No major information  systems  initiatives
have  been  materially   adversely  affected  due  to  staffing  constraints  or
expenditures needed to remedy Year 2000 issues.

Embedded  Processor  Systems  Remediation:  The Year 2000 team has provided each
------------------------------------------
plant facility with guidance and support for embedded processor  identification,
evaluation,  testing and remediation,  where required.  The plant facility teams
have,  with  minor  exceptions,  tested  and/or  corrected  all of the  critical
embedded systems.

Customer  and  Supplier  Readiness:   The  Company  has  also  initiated  formal
-----------------------------------
communications with all of its significant  suppliers,  including raw materials,
services,  and  computer  hardware/software  suppliers,  and large  customers to
determine  the  extent  to  which  the  Company's  manufacturing  processes  and
interface  systems are  vulnerable  to those third  parties'  failure to resolve
their own Year 2000 issues. These communications have included written inquiries
or questionnaires and, in some instances,  on-site meetings.  Over 880 suppliers
have  responded to the  Company's  survey,  and a plan has been  established  to
validate important suppliers' Year 2000 preparations. Electronic interfaces with
individual  business  associates  are being  addressed  on a case by case basis.
There can be no assurance that the systems of other  companies on which Howmet's
systems rely will be timely  converted  and would not have an adverse  effect on
the Howmet  systems.  However,  responses to date have  indicated no significant
problems.

Risk  Assessment,  Worst Case  Scenarios and  Contingency  Planning:  Management
--------------------------------------------------------------------
believes  that the most  likely  worst case Year 2000  scenario  for the Company
would be a shut down of  individual  pieces of  critical  equipment  or computer
systems  at one or two of its  manufacturing  facilities  for  one or two  weeks
disrupting but not totally eliminating  production at those plants.  Work-around
procedures  would  probably  be  established  by the end of that  period.  Total
remediation  of the  underlying  problem may stretch over a six-month  period or
longer.  Management  further  believes  that this is more likely to occur at its
foreign  facilities than its U.S. plants.  Even in this eventuality,  management
believes any loss of revenue  during the period  involved will be  substantially
recovered in later periods as a result of deferral  rather than  cancellation of
orders or deliveries. But no assurance can be given in this regard.

                                       16
<PAGE>




The  Company  has  developed  Year 2000  contingency  plans in three  areas:  1)
business systems processing at the Company's primary data center, 2) procurement
activities for critical raw materials and services including transportation, and
3) local manufacturing processes and systems at each facility.  These plans were
completed  during the third quarter of 1999 and employ methods such as alternate
manual processes for critical  applications,  installation of a generator at the
Company's  primary data center,  the  establishment of a corporate command post,
full staffing of information  technology and plant maintenance  personnel during
the year-end weekend,  extensive future date testing, methods to assure adequate
inventory  of  materials,   if  any,   identified  as   susceptible   to  supply
interruption,  extra product quality testing in 2000, validation of customer and
supplier electronic data interchanges, critical equipment shut-downs on December
31, 1999 and active monitoring,  measuring and auditing plant compliance.  While
diligent efforts have been made to anticipate and mitigate risks, it is possible
that the  inability of the Company or its  suppliers or customers to  effectuate
solutions to their  respective  Year 2000 issues on a timely and cost  effective
basis could have a material adverse effect on the Company.

Cost  Information:  The  estimated  cost at  completion  for all  phases  of the
------------------
Company's Year 2000 project is $16.3 million. An estimated $6.7 million (41%) of
this expense is for information  systems labor and miscellaneous  project costs;
these costs are being  expensed as routine  information  systems  maintenance as
incurred over the three-year duration of the project. Another $7.0 million (43%)
is for software  purchase and  implementation  costs for applications  that were
installed as scheduled,  or on an expedited  basis,  for Year 2000 purposes.  An
additional $2.6 million (16%) is for infrastructure upgrades or replacement.

Approximately  $15.1  million  (93%) had been expended as of September 30, 1999;
the Company  expects to spend $0.5 million (3%) during the remainder of 1999 and
$0.7 million (4%) in 2000.

EURO CONVERSION

The  Company  continues  to  assess  the  impact of the Euro  conversion  on its
business operations and is currently implementing a strategy which will allow it
to operate in a Euro environment during the transition  period,  from January 1,
1999 to December 31, 2001,  and after full Euro  conversion,  effective  July 1,
2002. The Company does not expect the Euro  conversion to materially  impact its
competitive  position,  nor to significantly impact its computer software plans.
The  Company  does not expect any  significant  changes to its  current  hedging
policy 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.  Derivatives  that are not hedges must be adjusted to fair
value through income.  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,  1998  year.  For  more  information,  please  read the
consolidated  financial  statements and notes thereto  included in the Company's
Notice of Annual  Meeting  and  Proxy  Statement,  Exhibit  A,  incorporated  by
reference  in the  Annual  Report on Form 10-K for the year ended  December  31,
1998.






                                       17
<PAGE>




PART II - OTHER INFORMATION

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

See Note I of Notes to Consolidated Financial Statements with respect to certain
product  testing  and  specification  non-compliance  issues at  certain  of the
Company's aluminum casting facilities and a related claim 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,  the price of the Company's  stock,  the Cercast  manufacturing
process  issues,  anticipated  cost  reductions,  cash flow adequacy,  year 2000
compliance,  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, 1998 and
other reports filed with the Securities and Exchange Commission.


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

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

      10.35 Administrative   Agreement  dated  August  6,  1999  between  Howmet
            Corporation and the United States Department of the Air Force.
      27.1  Financial Data Schedule

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

      During the  quarter  ended  September  30,  1999,  the  Company  filed the
following Current Reports on Form 8-K:

      Report  filed  August  9,  1999.  Item 5 -  Other  events  - News  Release
reporting  that the Company  entered into an  Administrative  Agreement with the
U.S.  Air Force  terminating  the Air  Force's  proposed  debarment  against two
facilities.

      Report  filed  September  23,  1999.  Item 5 - Other events - News Release
announcing that fourth quarter earnings should be in the range of $.28 to $.31.





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<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: October 21, 1999

                                               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)










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