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, 1998


                                     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, 1998: 100,005,356 Shares




                                     1
<PAGE>



 
                                                           
                         Howmet International Inc.
                       Quarterly Report on Form 10-Q
                             September 30, 1998

                             TABLE OF CONTENTS


Part I. FINANCIAL INFORMATION

Item 1 -- Financial Statements

          Consolidated Statements of Income - Three months ended
             and Nine months ended September 30, 1998 and 1997            3

          Consolidated Condensed Balance Sheets - September 30,
             1998 and December 31, 1997                                   4

          Consolidated Statements of Cash Flows - Nine months ended
             September 30, 1998 and 1997                                  5

          Consolidated Statements of Common Stockholders' Equity
             and Redeemable Preferred Stock - Three months ended
             and Nine months ended September 30, 1998 and 1997            6

          Notes to Consolidated Financial Statements                      7

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


Part II.  OTHER INFORMATION

Item 5 -- Other Information                                              17
Item 6 -- Exhibits and Reports on Form 8-K                               17

SIGNATURES                                                               18




                                     2
<PAGE>


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

                                                  Howmet International Inc.

                                        Consolidated Statements of Income (Unaudited)

                                       (Dollars in millions, except per share amounts)



                                                              Three Months Ended                  Nine Months Ended
                                                                September 30,                       September 30,
                                                       ---------------------------------  ----------------------------------
                                                            1998              1997              1998              1997
-----------------------------------------------------  ---------------------------------  ----------------------------------

<S>                                                        <C>               <C>               <C>               <C>   
Net sales                                                  $331.6            $309.0            $995.7            $952.0

Operating expenses:
   Cost of sales                                            228.4             215.8             695.3             665.1
   Selling, general and administrative expense               21.4              33.8              85.4             106.6
   Depreciation and amortization expense                     14.6              15.4              43.7              44.7
   Research and development expense                           4.6               4.0              14.1              12.6
                                                       -----------------  ---------------  ---------------  -----------------
                                                            269.0             269.0             838.5             829.0
                                                       -----------------  ---------------  ---------------  -----------------

Income from operations                                       62.6              40.0             157.2             123.0

Interest income (expense) from Restricted Trust and
   Pechiney Notes, net (Note C)                                --                --                --                --
Interest income                                                .4                --               1.2                .8
Interest expense                                             (3.1)             (9.0)            (10.4)            (25.9)
Other, net                                                   (1.2)              (.7)             (2.8)             (2.1)
                                                       -----------------  ---------------  ---------------  -----------------

Income before income taxes                                   58.7              30.3             145.2              95.8
Income taxes                                                 20.6               9.1              55.2              36.5
                                                       -----------------  ---------------  ---------------  -----------------

Net income                                                   38.1              21.2              90.0              59.3

Dividends on redeemable preferred stock                      (1.4)             (1.3)             (4.1)             (3.8)
                                                       -----------------  ---------------  ---------------  -----------------

Net income applicable to common stock                      $ 36.7            $ 19.9            $ 85.9            $ 55.5
                                                       =================  ===============  ===============  =================

Net income per common share, basic and diluted             $  .37           $   .20           $   .86           $   .56
                                                       =================  ===============  ===============  =================


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



                                     3
<PAGE>
<TABLE>
<CAPTION>

                                                 Howmet International Inc.

                                           Consolidated Condensed Balance Sheets

                                        (Dollars in millions, except share amounts)
                                                                                         September 30,       December 31,
                                                                                              1998               1997
----------------------------------------------------------------------------------------------------------------------------
Assets                                                                                    (Unaudited)
<S>                                                                                        <C>                 <C>
Current assets:
   Cash and cash equivalents                                                               $    21.3           $   45.4
   Accounts receivable (less allowance of $5.4 and $4.4)                                        89.7               78.7
   Inventories                                                                                 159.0              155.5
   Retained receivables                                                                         41.7               20.2
   Deferred income taxes                                                                         7.5               16.3
   Other current assets                                                                          4.3                3.9
   Restricted Trust  (a)                                                                       726.9                 --
                                                                                        -----------------  -----------------
Total current assets                                                                         1,050.4              320.0

Property, plant and equipment, net                                                             315.9              275.5
Goodwill, net                                                                                  222.7              226.5
Patents and technology and other intangible assets, net                                        109.5              118.4
Other noncurrent assets                                                                         57.3               53.8
Deferred income taxes                                                                            2.4                 --
Restricted Trust  (a)                                                                             --              716.4
                                                                                        =================  =================
Total assets                                                                                $1,758.2           $1,710.6
                                                                                        =================  =================

Liabilities, redeemable preferred stock and stockholders' equity
Current liabilities:
   Accounts payable                                                                        $   70.3            $   84.2
   Accrued liabilities                                                                        150.2               145.1
   Income taxes payable                                                                        45.4                28.2
   Short-term debt                                                                             18.1                  --
   Pechiney Notes  (a)                                                                        726.9                  --
                                                                                        -----------------  -----------------
Total current liabilities                                                                   1,010.9               257.5

Accrued retiree benefits other than pensions                                                   95.8                93.1
Other noncurrent liabilities                                                                  110.2               106.1
Deferred income taxes                                                                            --                 3.4
Long-term debt, excluding the Pechiney Notes                                                  123.1               208.4
Pechiney Notes  (a)                                                                              --               716.4

Commitments and contingencies (Note H)

Redeemable preferred stock, 9% payment-in-kind dividends, $.01 par value, liquidation
   value - $10,000 per share, authorized - 15,000 shares, issued and outstanding:
   September 30, 1998 - 6,415 shares, December 31, 1997 - 6,001 shares                         64.1                60.0

Stockholders' equity:
   Preferred stock, authorized - 9,985,000 shares, issued and outstanding - 0 shares             --                  --
   Common stock, $.01 par value, authorized - 400,000,000 shares,
      issued and outstanding - 100,005,356 shares                                               1.0                 1.0
   Capital surplus                                                                            195.1               195.0
   Retained earnings                                                                          161.2                75.3
   Accumulated other comprehensive income (Cumulative translation adjustment)                  (3.2)               (5.6)
                                                                                        -----------------  -----------------
Total stockholders' equity                                                                    354.1               265.7
                                                                                        =================  =================
Total liabilities, redeemable preferred stock and stockholders' equity                     $1,758.2            $1,710.6
                                                                                        =================  =================

<FN>
(a)  The Restricted Trust holds a note receivable from Pechiney,  S.A. and related letters of credit that secures Pechiney,
     S.A.'s  agreement to repay the Pechiney  Notes due January 2, 1999.  Management  believes that it is extremely  remote
     that the Company will use any assets other than those in the Restricted  Trust to satisfy any payments  related to the
     Pechiney Notes.  See Note C

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


                                                              4
<PAGE>
<TABLE>
<CAPTION>

                                                 Howmet International Inc.

                                     Consolidated Statements of Cash Flows (Unaudited)

                                                   (Dollars in millions)

                                                                                            Nine Months Ended
                                                                                              September 30,
                                                                             --------------------------------------------
                                                                                       1998                   1997
-------------------------------------------------------------------------------------------------------------------------

<S>                                                                                  <C>                    <C>
Operating activities
Net income                                                                           $ 90.0                 $ 59.3
Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and amortization                                                     44.1                   51.4
     Equity in income of unconsolidated affiliates                                      (.4)                  (1.0)
     Changes in assets and liabilities:
       Receivables                                                                    (20.1)                  (8.2)
       Inventories                                                                      4.1                   (4.9)
       Accounts payable and accrued liabilities                                       (22.9)                 (14.8)
       Income taxes                                                                    18.9                   18.6
       Long-term SARs accrual                                                          (8.1)                  21.0
       Other - net                                                                      4.8                    2.7
                                                                             ---------------------  ---------------------

           Net cash provided by operating activities                                  110.4                  124.1

Investing activities
Proceeds from sale of refurbishment business, net                                        --                   57.5
Purchases of property, plant and equipment                                            (54.7)                 (32.4)
Investment in joint venture                                                            (3.4)                    --
                                                                             ---------------------  ---------------------

           Net cash (used) provided by investing activities                           (58.1)                  25.1

Financing activities
Net change in short-term debt                                                          16.7                     --
Issuance of long-term debt                                                             36.6                  102.3
Repayment of long-term debt                                                          (131.0)                (264.0)
                                                                             ---------------------  ---------------------

           Net cash used by financing activities                                      (77.7)                (161.7)
                                                                             ---------------------  ---------------------

Foreign currency rate changes                                                           1.3                   (1.8)
                                                                             ---------------------  ---------------------

Decrease in cash and cash equivalents                                                 (24.1)                 (14.3)

Cash and cash equivalents at beginning of period                                       45.4                  23.4
                                                                             =====================  =====================
Cash and cash equivalents at end of period                                          $  21.3                 $  9.1
                                                                             =====================  =====================

<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

                                        (Dollars in millions, except share amounts)

                                                                              Accumulated        Total
                                                                                 Other          Common         Redeemable
                                     Common Stock       Capital   Retained   Comprehensive   Stockholders'   Preferred Stock
                                   Shares    Amount     Surplus   Earnings   Income (Note D)    Equity        Shares  Amount
-----------------------------------------------------------------------------------------------------------------------------
                                                                                    
Three Months Ended
      September 30,
      -------------
<S>                              <C>          <C>       <C>        <C>          <C>             <C>           <C>     <C>       
Balance, June 30, 1997           100,000,000  $1.0      $195.0     $56.3        $(6.1)          $246.2        5,739   $57.4
                                                                                             ------------  
Comprehensive income (Note D):
   Net income                                                       21.2                          21.2
   Other comprehensive income
   (Foreign exchange translation                                                                  
    adjustment)                                                                    .2               .2
                                                                                             ------------
   Total comprehensive income                                                                     21.4
                                                                                             ------------
Dividends - redeemable
   preferred stock                                                  (1.3)                         (1.3)         132     1.3
-----------------------------------------------------------------------------------------------------------------------------

Balance, September 30, 1997      100,000,000  $1.0      $195.0     $76.2        $(5.9)          $266.3        5,871   $58.7
=============================================================================================================================

Balance, June 30, 1998           100,000,000  $1.0      $195.0     $124.5       $(5.9)          $314.6        6,269   $62.7
                                                                                             ------------
Comprehensive income (Note D):
   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
=============================================================================================================================

Nine Months Ended
     September 30,
     -------------
Balance, December 31, 1996       100,000,000  $1.0      $195.0     $20.7        $2.1            $218.8        5,490   $54.9
                                                                                             ------------
Comprehensive income (Note D):
   Net income                                                       59.3                          59.3
   Other comprehensive income
   (Foreign exchange translation                                                
    adjustment)                                                                 (8.0)             (8.0)
                                                                                             ------------
   Total comprehensive income                                                                     51.3
                                                                                             ------------
Dividends - redeemable
   preferred stock                                                  (3.8)                         (3.8)         381     3.8
-----------------------------------------------------------------------------------------------------------------------------

Balance, September 30, 1997      100,000,000  $1.0      $195.0     $76.2        $(5.9)          $266.3        5,871   $58.7
=============================================================================================================================

Balance, December 31, 1997       100,000,000  $1.0      $195.0     $75.3        $(5.6)          $265.7        6,001   $60.0
                                                                                             ------------
Comprehensive income (Note D):
   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
=============================================================================================================================

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

                                                              6
<PAGE>

                         Howmet International Inc.

           Notes to Consolidated Financial Statements (Unaudited)


A.  BASIS OF PRESENTATION

Cordant  Technologies Inc. (name changed from Thiokol Corporation on May 5,
1998) owns 62% of the Company's  common shares;  Carlyle-Blade  Acquisition
Partners,  L.P.,  an  affiliate of The Carlyle  Group,  owns 22.65% and the
public owns 15.35%.  Cordant Technologies Inc. ("Cordant") also owns all of
the outstanding preferred stock of the Company.

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 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, 1997 has been derived
from the Company's  audited  financial  statements at that date.  Operating
results for the nine months ended  September  30, 1998 are not  necessarily
indicative  of the results to be expected for the year ending  December 31,
1998.  The  financial  statements  should be read in  conjunction  with the
consolidated  financial  statements  and  notes  thereto  included  in  the
Company's  Annual Report to  Stockholders  incorporated by reference in the
Annual Report on Form 10-K for the year ended December 31, 1997.


B.  INVENTORIES

Inventories are summarized as follows (in millions):

<TABLE>
<CAPTION>
                                       September 30,        December 31,
                                            1998                1997
                                      -----------------   ----------------

<S>                                       <C>                 <C>   
Raw materials and supplies                $ 63.9              $ 62.0
Work in progress                            73.2                61.5
Finished goods                              26.3                35.4
                                      -----------------   ----------------
FIFO inventory                             163.4               158.9
LIFO valuation adjustment                   (4.4)               (3.4)
                                      =================   ================
                                          $159.0              $155.5
                                      =================   ================
</TABLE>

At September  30, 1998 and December 31, 1997,  inventories  include  $114.6
million and $122.7 million, respectively,  that are valued using LIFO. This
valuation adjustment  approximates the difference between the LIFO carrying
value and current replacement cost.


C.  RESTRICTED TRUST AND RELATED PECHINEY NOTES PAYABLE

In 1988, Pechiney  Corporation,  as a wholly-owned  subsidiary of Pechiney,
S.A., issued indebtedness  maturing in 1999 (the "Pechiney Notes") to third
parties in connection  with the purchase of American  National Can Company.
As a result of the acquisition by the Company of Pechiney  Corporation (now
named Howmet  Holdings  Corporation,  "Holdings")  and the Cercast Group of
companies,  Holdings became a wholly-owned  subsidiary of the Company.  The
Pechiney Notes  remained at Holdings,  but Pechiney,  S.A.,  which retained
American  National Can Company,  agreed with the Company to be  responsible
for  all  payments  due  on or  in  connection  with  the  Pechiney  Notes.
Accordingly,  Pechiney,  S.A.  issued its own note to Holdings in an amount
sufficient  to  satisfy  all  obligations  under the  Pechiney  Notes.  The
Pechiney,  S.A.  note was  deposited in a trust for the benefit of Holdings
(the  "Restricted  Trust").  If Pechiney,  S.A.  fails to make any payments
required  by  its  note,  the  trustee  under  the  Restricted  Trust  (the
"Trustee")  has  irrevocable  letters of credit in the aggregate  amount of
$772 million issued to the Restricted Trust by Banque


                                     7
<PAGE>


                         Howmet International Inc.

           Notes to Consolidated Financial Statements (Unaudited)


C.  RESTRICTED TRUST AND RELATED PECHINEY NOTES PAYABLE (continued)

Nationale de Paris  ("BNP"),  a French bank,  which has an A+ credit rating
from  Standard & Poors  Ratings  Group  ("S&P"),  to draw upon to make such
payments.  In the event that there is an impediment to a draw under the BNP
letters  of credit  held by the  Trustee,  the  Trustee  has  substantially
identical  "back-up"  letters  of  credit in the  aggregate  amount of $772
million   issued  to  the   Restricted   Trust  by  Caisse  des  Depots  et
Consignations,  a French bank,  which has an AAA credit rating from S&P. In
addition,  the holders of the Pechiney Notes have a third set of letters of
credit (also issued by BNP), which can be drawn upon by such holders in the
event that principal and/or interest payments on the Pechiney Notes are not
made. Pechiney, S.A. is solely responsible as reimbursement party for draws
under the various letters of credit referenced above, and by agreement with
the banks neither Holdings nor the Company has any responsibility therefor.
However,  Holdings  remains  liable as the original  issuer of the Pechiney
Notes in the event that  Pechiney,  S.A.  and both banks fail to meet their
obligations under their respective letters of credit.  Management  believes
that it is extremely remote that the Company will be required to use any of
its assets other than those in the Restricted Trust to satisfy any payments
due on or in  connection  with the Pechiney  Notes.  Upon  repayment of the
Pechiney  Notes,  the  Restricted  Trust  terminates  and any assets of the
Restricted Trust are to be returned to Pechiney, S.A..

The Pechiney  Notes are due on January 2, 1999 and may not be prepaid prior
to that date.  Interest is at three-month LIBOR plus 25 basis points (6.02%
for the quarter ended  September 30, 1998).  Interest is paid quarterly and
was paid  shortly  after  the end of the 1998 and 1997  quarters.  Interest
expense on these notes was $10.5  million and $10.7 million for the quarter
ended September 30, 1998 and 1997, respectively.  Interest expense on these
notes was  $32.4  million  and  $31.7  million  for the nine  months  ended
September  30,  1998  and  1997,  respectively.  Interest  income  from the
Restricted Trust for the  aforementioned  periods was equal to the interest
expense and is netted in these financial statements.


D.  COMPREHENSIVE INCOME

As  of  January  1,  1998,  the  Company  adopted  Statement  of  Financial
Accounting  Standards  No. 130 ("SFAS No. 130"),  "Reporting  Comprehensive
Income".  SFAS No. 130 requires the Company to report comprehensive income,
which is net income plus other comprehensive  income. For the Company,  the
only item included in other  comprehensive  income is the change in foreign
currency translation adjustments. SFAS No. 130 also requires the Company to
report accumulated other comprehensive  income in the stockholders'  equity
section of the consolidated  condensed  balance sheet. The adoption of SFAS
No. 130 does not change  the  amount  reported  as net income nor the total
amount of stockholders' equity; however, it does change the presentation of
stockholders'  equity.  The  amount  previously  presented  as  "cumulative
translation   adjustment"  in  the  stockholders'  equity  section  of  the
consolidated  condensed balance sheets is now captioned  "accumulated other
comprehensive  income". Prior financial statements have been recaptioned to
conform to the requirement of SFAS No. 130.

Total  comprehensive  income,  as  disclosed  in the  Statements  of Common
Stockholders'  Equity and  Redeemable  Preferred  Stock,  amounted to $40.8
million  and  $21.4  million,  for the  third  quarter  of 1998  and  1997,
respectively  and $92.4 million and $51.3  million,  for the nine months of
1998 and 1997, respectively.

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
(100,005,356  and  100,001,785  for  the  quarter  and  nine  months  ended
September 30, 1998, respectively). Diluted earnings per share is calculated
by dividing net income applicable to common stock by the weighted average


                                     8
<PAGE>


                         Howmet International Inc.

           Notes to Consolidated Financial Statements (Unaudited)


E.  EARNINGS PER SHARE (continued)

number of common shares outstanding plus the common stock equivalent shares
of employee  stock options,  calculated  using the treasury stock method (0
and  102,221 for the quarter and nine  months  ended  September  30,  1998,
respectively).

All 1997  share and per share  data have  been  retroactively  restated  to
reflect the October 1997, 10,000-to-1 stock split.


F.  INCOME TAXES

In the third  quarter of 1998,  the  Company  reduced  its  estimate of the
effective  annual  income tax rate from 40% to 38%. The reduction is due to
higher  estimates of research and development tax credits and foreign sales
corporate  tax benefits and lower  estimates of state taxes.  Third quarter
results  benefitted  from a $1.7  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 38%.

The 1997 third  quarter also  included a benefit from the reversal of first
half income tax expense.  The 1997 third  quarter  benefit was $2.4 million
and was the result of a change in the estimate of the 1997 annual effective
income tax rate. The 1998 and 1997 nine-month tax rates were both 38%.


G.  OTHER INFORMATION

For  the  quarter   ended   September  30,  1998,   selling,   general  and
administrative  expense was reduced by an $8.1 million pre-tax reduction in
accrued   expense   recorded  in  connection   with  the  Company's   Stock
Appreciation  Rights  ("SARs") plan. The comparable  1997 quarter  included
$5.1 million of expense  related to the SARs plan.  The 1998 third  quarter
reduction  of expense was caused by a reduction  of the market price of the
Company's  common  stock.  The per  share  value  of the  outstanding  SARs
declines as the market price of the Company's  common stock  declines below
$15. At September 30, 1998, the market price of the Company's  common stock
was $11.625 compared to $15 per share at June 30, 1998.

Nine month results for 1998 were also affected by the  aforementioned  SARs
accrual  adjustment.  A $2.8  million  SARs  benefit  was  included  in the
reported selling,  general and administrative  expense for the 1998 period.
The comparable  1997 period  included $21 million of expense related to the
SARs plan. Also affecting nine month  comparability was a 1997 $9.7 million
benefit from finalization of a pricing  adjustment with a customer that did
not occur in 1998 and is not expected to recur in the future.

The Company's  research and  development  expense for the nine months ended
September  30,  1998  and  1997  was  $14.1  million  and  $12.6   million,
respectively. In addition, the amount spent for customer-sponsored research
and development,  which is recorded in cost of sales, was $12.2 million and
$10.1 million in the same two  respective  periods.  Portions of previously
reported 1997 research and development amounts were reclassified to include
certain customer-sponsored research and development costs in cost of sales.
This is consistent with the 1998 cost of sales presentation.



                                     9
<PAGE>
                         Howmet International Inc.

           Notes to Consolidated Financial Statements (Unaudited)


G.  OTHER INFORMATION (continued)

At September 30, 1998, the Company had outstanding short-term borrowings of
$13.7 million under unsecured up to thirty day bank borrowing  arrangements
and $3 million under a $7.5 million credit facility entered into in 1998 by
the Company's  Canadian  subsidiary.  Interest rates on all such borrowings
are based on a bank's daily money market fund rate  (approximately  5.7% at
September  30, 1998).  The Company's  Japanese  subsidiary  has  short-term
borrowings of $1.4 million bearing interest at a rate of approximately 1.4%
per annum.

The Company  paid  interest of $9.2  million  and $14  million,  during the
respective 1998 and 1997 nine month periods.

The Company paid income taxes,  net of refunds,  of $35.4 million and $27.7
million, during the respective 1998 and 1997 nine month periods.

In the third quarter of 1998, the Company issued 1,339 shares of its Common
Stock  to each of its  four  outside  Directors  as  part of  their  annual
compensation.


H.  CONTINGENCIES

The Company has received test results  indicating levels of polychlorinated
biphenyls  ("PCBs")  at its Dover,  New  Jersey  plant  which will  require
remediation.  These levels have been reported to the New Jersey  Department
of Environmental  Protection ("NJDEP"), and the Company is preparing a work
plan  to  define  the  risk  and to test  possible  clean-up  options.  The
statement   of  work  must  be  approved  by  the  NJDEP   pursuant  to  an
Administrative  Consent Order entered into between the Company and NJDEP on
May 20, 1991 regarding  clean-up of the site. Various remedies are possible
and could  involve  expenditures  ranging from $2 million to $22 million or
more.  The  Company has  recorded a $2 million  long-term  liability  as of
September 30, 1998 for this matter. Given the uncertainties, it is possible
that the  estimated  range of this cost and the amount  accrued will change
within a year.  The  indemnification  discussed  below applies to the costs
associated with this matter.

Besides the  above-mentioned  remediation  work  required at the  Company's
Dover,  New Jersey plant,  liabilities  exist for clean-up costs associated
with hazardous  types of materials at nine other on-site and off-site waste
disposal  facilities.  The Company  has been or may be named a  potentially
responsible   party  under  the   Comprehensive   Environmental   Response,
Compensation and Liability Act or similar state laws at these locations. At
September 30, 1998,  $4 million of accrued  environmental  liabilities  are
included in the consolidated condensed balance sheet for these nine sites.

In connection with the  acquisition by the Company of Howmet  Corporation's
parent holding company,  Howmet Holdings  Corporation and the Cercast Group
of companies ("the  Acquisition"),  Pechiney,  S.A. indemnified the Company
for environmental  liabilities  relating to Howmet Corporation and stemming
from  events   occurring  or  conditions   existing  on  or  prior  to  the
Acquisition,  to the extent that such  liabilities  exceed a cumulative  $6
million.  This  indemnification   applies  to  all  of  the  aforementioned
environmental  matters.  It is highly  probable  that changes in any of the
aforementioned  accrued  liabilities  will result in an equal change in the
amount receivable from Pechiney, S.A. pursuant to this indemnification.

In addition to the above  environmental  matters,  and  unrelated to Howmet
Corporation,  Holdings and Pechiney,  S.A. are jointly and severally liable
for  environmental  contamination and related costs associated with certain
discontinued    mining    operations    owned   and/or    operated   by   a
predecessor-in-interest until the early 1960s. These liabilities include



                                    10
<PAGE>

                         Howmet International Inc.

           Notes to Consolidated Financial Statements (Unaudited)


H.  CONTINGENCIES (continued)

approximately  $21.3 million in  remediation  and natural  resource  damage
liabilities  at the  Blackbird  Mine  site in Idaho  and a  minimum  of $10
million  in past  governmental  costs and future  remediation  costs at the
Holden Mine site in Washington.  Pechiney, S.A. has agreed to indemnify the
Company  for such  liabilities.  In  connection  with  these  environmental
matters,  the Company recorded a $31.3 million liability and an equal $31.3
million  receivable  from Pechiney,  S.A. at September 30, 1998.  Pechiney,
S.A. is currently funding all amounts related to these liabilities.

Estimated  environmental  costs are not expected to  materially  impact the
financial  position or the results of the  Company's  operations  in future
periods. However,  environmental clean-up periods are protracted in length,
and  environmental  costs in future  periods  are  subject  to  changes  in
environmental remediation regulations.  Any losses which are not covered by
the  Pechiney,  S.A.  indemnifications  and which are in excess of  amounts
currently  accrued  will be charged to  operations  in the periods in which
they occur.

The  Company,  in its  ordinary  course of  business,  is involved in other
litigation,  administrative proceedings and investigations of various types
in several jurisdictions.  The Company believes these are routine in nature
and incidental to its  operations,  and that the outcome of any proceedings
to which the Company  currently is a party 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, 1998 Compared to Quarter Ended  September 30,
1997

<TABLE>
<CAPTION>

Summary  financial  information for the quarters ended September 30 follows (in millions):

                                                                                                  Better/
                                                              1998              1997              (Worse)           Percent
                                                         --------------------------------------------------------------------

<S>                                                          <C>               <C>               <C>                <C>
Net Sales                                                    $331.6            $309.0            $  22.6               7
-----------------------------------------------------------------------------------------------------------------------------

Gross profit                                                 $103.2            $ 93.2            $  10.0              11

Selling, general and administrative expense                    21.4              33.8               12.4              37
Depreciation and amortization expense                          14.6              15.4                 .8               5
Research and development expense                                4.6               4.0                (.6)            (15)
-----------------------------------------------------------------------------------------------------------------------------

Income from operations                                         62.6              40.0               22.6              57
Net interest expense                                           (2.7)             (9.0)               6.3              70
Other, net                                                     (1.2)              (.7)               (.5)            (71)
Income taxes                                                  (20.6)             (9.1)             (11.5)           (126)
-----------------------------------------------------------------------------------------------------------------------------

Net income                                                   $ 38.1            $ 21.2            $  16.9              80
=============================================================================================================================

Earnings per share (basic and diluted)                       $  .37           $   .20           $    .17              85
=============================================================================================================================
</TABLE>

Net sales in the 1998 third  quarter were 13% higher than in the 1997 third
quarter,  after  excluding from the 1997 quarter the sales of the Company's
refurbishment  business,  which was sold in September  1997. The 1998 sales
increase is due to volume  increases in the  aerospace and  industrial  gas
turbine markets.

Gross profit, as reported, was $10 million higher in the 1998 third quarter
than in the 1997 third quarter.  However, on a comparable basis, 1998 gross
profit was $13.1 million higher than 1997, after reducing 1997 gross profit
to  exclude  the gross  profit  of the sold  refurbishment  business.  Cost
control enabled the Company to capitalize on increased volume.

Selling,  general and administrative expense was $12.4 million lower in the
1998 third quarter than in the 1997 third quarter. The decrease is due to a
$13.2  million  change  in the  amounts  recorded  in  connection  with the
Company's Stock Appreciation Rights plan ("SARs").  In the 1998 quarter, an
$8.1 million  reduction of SARs expense was recorded versus $5.1 million of
expense  in the  1997  quarter.  SARs  compensation  expense  increases  or
decreases as the market price of the Company's common stock fluctuates, and
also is determined based on employee SARs vesting to date. At September 30,
1998, the market price of the Company's  common stock was $11.625  compared
to $15 per share at June 30, 1998,  which resulted in the $8.1 million 1998
benefit.  If the market price at  September  30, 1998 were $15 per share or
higher, the Company would have recorded a $2.9 million expense for the 1998
quarter instead of the $8.1 million benefit (a combined $11 million pre-tax
benefit to the 1998 third  quarter).  SARS benefit or expense is recognized
each quarter  based on the market value at the end of the quarter  compared
to the market  price at the  previous  quarter end except for  fluctuations
above $15 per share (the upper limit for SARs compensation purposes).

Net interest  expense was $6.3 million lower in the 1998 third quarter than
in the 1997 third  quarter.  The  principal  reason for the  reduction  was
significantly  lower debt levels  resulting  from  strong cash  generation.
Another  significant  contributor  to the  lower  interest  expense  is the
interest rate reductions achieved in the Company's 1997 fourth quarter debt
refinancing.  Also  contributing to the reduction was a $2.8 million charge



                                    12
<PAGE>

in the  third  quarter  of  1997,  which  was not  repeated  in  1998,  for
accelerated  write-off of debt issuance cost  associated with debt that was
repaid ahead of schedule.

Income tax expense  increased $11.5 million due primarily to higher pre-tax
income.  See Note F of Notes to Consolidated  Financial  Statements for the
effects of changes to estimated annual tax rates on the quarters.

The  impact of the  adverse  Asian  economic  condition  on the  Company is
uncertain.   To  the  extent  the  Asian  economic  conditions  impact  the
commercial  aerospace and industrial gas turbine  markets,  such impact may
affect the Company.


Nine  Months  Ended  September  30,  1998  Compared  to Nine  Months  Ended
September 30, 1997


<TABLE>
<CAPTION>
Summary financial information for the nine months ended September 30 follows (in millions):

                                                                                                 Better/
                                                              1998              1997             (Worse)           Percent
                                                         --------------------------------------------------------------------

<S>                                                          <C>               <C>               <C>                 <C>
Net Sales                                                    $995.7            $952.0            $ 43.7                5
-----------------------------------------------------------------------------------------------------------------------------

Gross profit                                                 $300.4            $286.9            $ 13.5                5

Selling, general and administrative expense                    85.4             106.6              21.2               20
Depreciation and amortization expense                          43.7              44.7               1.0                2
Research and development expense                               14.1              12.6              (1.5)             (12)
-----------------------------------------------------------------------------------------------------------------------------

Income from operations                                        157.2             123.0              34.2               28
Net interest expense                                           (9.2)            (25.1)             15.9               63
Other, net                                                     (2.8)             (2.1)              (.7)             (33)
Income taxes                                                  (55.2)            (36.5)            (18.7)             (51)
-----------------------------------------------------------------------------------------------------------------------------

Net income                                                   $ 90.0            $ 59.3            $ 30.7               52
=============================================================================================================================

Earnings per share (basic and diluted)                       $  .86           $   .56           $   .30               54
=============================================================================================================================
</TABLE>

Net sales in the 1998 nine month  period  were 11% higher  than in the 1997
nine month  period,  after  excluding  from the 1997 nine month  period the
sales of the Company's refurbishment business,  which was sold in September
1997. The 1998 sales  increase is due to volume  increases in the aerospace
and  industrial  gas turbine  markets.  Also  affecting  nine month  period
comparability is $9.7 million of additional  revenue in 1997 from a pricing
adjustment  with a  customer  that  was not  repeated  in  1998  and is not
expected to recur in the future.

Gross profit, as reported,  was $13.5 million higher in the 1998 nine month
period than in the 1997 nine month period.  However, on a comparable basis,
1998 gross profit was $34.6 million  higher than 1997,  after reducing 1997
gross  profit to  exclude  (i) the gross  profit of the sold  refurbishment
business  and (ii) the  aforementioned  $9.7  million  of  additional  1997
revenue (which had no associated  costs).  Cost control enabled the Company
to capitalize on increased volume.

Selling,  general and administrative expense was $21.2 million lower in the
1998 nine month  period than in the 1997  period.  The decrease is due to a
$23.8  million  change  in the  amounts  recorded  in  connection  with the
Company's Stock Appreciation  Rights plan ("SARs").  In the 1998 nine month
period,  a $2.8 million  reduction of SARs expense was recorded  versus $21
million of expense in 1997.  As discussed  more fully in the third  quarter
analysis,  SARs  compensation  expense increases or decreases as the market
price of the Company's common stock fluctuates.  At September 30, 1998, the
market price of the Company's  common stock was $11.625 compared to $15 per
share at December 31, 1997.  If the market price at September 30, 1998 were
$15 per share or higher,  the Company  would have  recorded an $8.2 million
expense for the 1998 nine month period instead of the $2.8 million  benefit
(a combined $11 million pre-tax benefit to the 1998 nine month period).


                                    13
<PAGE>


Net interest expense was $15.9 million lower in the 1998 nine month period.
The principal reason for the reduction was significantly  lower debt levels
resulting from strong cash generation.  Another significant  contributor to
the lower interest expense is the interest rate reductions  achieved in the
Company's 1997 fourth quarter debt  refinancing.  Also  contributing to the
reduction was a $4.1 million charge in the nine month period of 1997, which
was not repeated in 1998, for  accelerated  write-off of debt issuance cost
associated with debt that was repaid ahead of schedule.

Income tax expense  increased $18.7 million primarily due to higher pre-tax
income.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company's  principal sources of liquidity are cash flow from operations
and borrowings under its revolving credit facility.  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
working capital,  interest payments,  capital expenditures and research and
development,  although  there can be no assurance in this regard.  To date,
cash available after  satisfaction of these  requirements  has been used to
voluntarily repay debt prior to mandatory due dates.

At September 30, 1998, there were $7.6 million of standby letters of credit
outstanding  and $105  million  of  outstanding  borrowings  under the $300
million revolving credit facility.  At September 30, 1998, the Company also
had $18.1 million of outstanding short-term borrowings.

Capital  expenditures in the 1998 nine month period were $54.7 million, and
are expected to be approximately $85 million for the current year. The 1998
capital  expenditures are for capacity  expansions needed to serve the core
business,  as well as additional  expenditures  to support new products and
process enhancement activities. In August 1998, the Company announced plans
to accelerate  expansion of IGT capacity at three plants and to build a new
aero-airfoil   plant.   Capital   expenditures  for  1999,   including  the
aforementioned  capacity expansions,  are expected to be approximately $115
million, although the actual amount of capital expenditure may vary.

In July 1998,  the  Company  acquired  an  additional  31% of its  Japanese
subsidiary for $3.4 million,  increasing ownership to 81%. The initial July
1, 1998  consolidation of this subsidiary  increased net working capital by
$6.5 million,  property,  plant and equipment by $12.1 million and combined
short- and long-term debt by $10.7 million.

Debt,  excluding  Pechiney  Notes,  plus  redeemable  preferred  stock as a
percentage of total  capitalization  (debt,  excluding Pechiney Notes, plus
redeemable  preferred  stock plus  common  stockholders'  equity) is 37% at
September 30, 1998 compared to 50% at December 31, 1997.  The current ratio
(excluding  short-term  debt and Pechiney  Notes) was 1.2 at September  30,
1998 and at December 31, 1997. Working capital  (excluding  short-term debt
and Pechiney  Notes) was $57.6  million and $62.5  million at September 30,
1998 and December 31, 1997, respectively.

At September 30, 1998 the Company's  balance sheet includes  $726.9 million
of Pechiney Notes and a related $726.9 million  Restricted Trust asset. See
Note C of Notes to Consolidated Financial Statements.

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 at September 30, 1998. The $41.7 million retained
receivables,  shown in the September 30, 1998 balance sheet, represents the
receivables set aside to replace sold receivables in the event they are not
fully collected.


YEAR 2000 COMPLIANCE
--------------------

The Company does not  anticipate a disruption  in operations as a result of
computer software issues associated with the Year 2000. A dedicated team of
both Company and contract programmers are actively addressing the Company's
Year  2000  compliance  issues.  Management  believes  that all date  logic
problems  on  the  Company's  central  mainframe  and  distributed   server
applications  have been  identified,  and  remedial  action to  correct  or


                                    14
<PAGE>


replace problematic code is currently underway.  Project work on this phase
of the effort started in late 1996 and is scheduled to be completed by June
30, 1999.

The Year 2000  compliance  team is  concurrently  working  with the various
plant facilities to identify and implement any needed changes to both local
business  applications  and shop floor control  systems.  The inventory and
assessment  phase of this effort has been  recently  completed.  Corrective
action  projects are expected to be completed by June 30, 1999.  To date no
material risk of non-compliance has been identified.

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 Howmet's manufacturing processes and interface systems are vulnerable
to those  third  parties'  failure to resolve  their own Year 2000  issues.
There can be no  guarantee  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.

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.  Through  September  31,  1998,  the Company has  incurred  $7.2
million of Year 2000 cost and  expects to spend $2.3  million in the fourth
quarter of 1998, $4.3 million in 1999 and $.8 million in 2000.

During 1999,  the Company will focus on further  evaluation of customer and
supplier readiness, embedded processor systems, risk assessment, worst case
scenarios and contingency planning.



EURO DOLLAR COMPLIANCE
----------------------

The Company is assessing 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 impact of the Euro conversion on its foreign  exchange
exposure  position  is being  reviewed.  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.  Until the Company
completes its  assessment of the Euro  conversion  impact,  there can be no
assurance that the Euro  conversion  will not have a material impact on the
overall business operations of the Company.



ENVIRONMENTAL AND OTHER LEGAL MATTERS
-------------------------------------

In view of the  indemnification  from the Company's previous owners granted
in  connection  with  the  acquisition  described  in  Note H of  Notes  to
Consolidated  Financial Statements,  the Company does not expect resolution
of  environmental  matters to have a material  effect on its  liquidity  or
results  of  operations.  See  Note H of Notes  to  Consolidated  Financial
Statements  in this Form 10-Q,  and Exhibit  99.1 to the  Company's  Annual
Report on Form 10-K for the year ended  December 31,  1997,  filed with the
Securities and Exchange Commission for discussion of environmental matters.

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



                                    15
<PAGE>


NEW ACCOUNTING STANDARDS
------------------------

In February 1998, the Financial  Accounting Standards Board issued SFAS No.
132,  "Employers'  Disclosures  about  Pensions  and  Other  Postretirement
Benefits." This statement revises employers' disclosures about pensions and
other  postretirement  benefit plans. It does not change the measurement of
assets or  recognition  of  liabilities  under  those  plans.  SFAS No. 132
requirements will be included in the Company's 1998 annual report.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative  Instruments and Hedging  Activities",  which is
required to be adopted in years  beginning after June 15, 1999. The Company
expects to adopt the new Statement effective January 1, 2000. 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 change 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 SFAS No.  133 will be on the  earnings  and  financial  position  of the
Company.





                                    16
<PAGE>

PART II - OTHER INFORMATION


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 risks
include changing economic and political conditions in the United States and
in other countries,  including those in Asia. Risks and uncertainties  also
include  but  are  not  limited  to  changes  in   governmental   laws  and
regulations,  the outcome of  environmental  matters,  the availability and
cost of raw materials,  potential  effects of Year 2000 computer  problems,
and the effects of: (i)  aerospace  and IGT industry  economic  conditions,
(ii) aerospace industry  cyclicality,  (iii) a concentrated  customer base,
(iv)  competition  and (v) pricing  pressures.  These and other factors are
discussed in greater detail in Exhibit 99.1 to the Company's  Annual Report
on Form 10-K for the year ended  December  31,  1997 and in this  Report on
Form 10-Q, filed with the Securities and Exchange Commission. 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. Actual future results and trends
may differ  materially from any  "forward-looking  statements" made herein.
The   Company   undertakes   no   obligation   to  update  or  revise   any
forward-looking statements, 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 for the period ended September 30,
            1998.

       27.2  Amended Financial Data Schedule for the prior reporting period
             of September 28, 1997.

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

       Report on  Form 8-K filed  August 27, 1998.  Item 5 - Other Events - 
       News  release  reporting  proposed  expansion  of its  aerospace and 
       industrial gas turbine component manufacturing capacity.



                                    17
<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 20, 1998

                                          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)