UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q




[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the quarterly period ended March 31, 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 April 26, 1999: 100,016,758 shares

<PAGE>





                            Howmet International Inc.
                          Quarterly Report on Form 10-Q
                                 March 31, 1999


                                TABLE OF CONTENTS


Part I. FINANCIAL INFORMATION

Item 1 -- Financial Statements

         Consolidated Statements of Income - Three months ended
          March 31, 1999 and 1998                                              3

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

         Consolidated Statements of Cash Flows - Three months ended
          March 31, 1999 and 1998                                              5

         Consolidated Statements of Common Stockholders' Equity
          and Redeemable Preferred Stock - Three months ended
          March 31, 1999 and 1998                                              6

         Notes to Consolidated Financial Statements                            7

Item 2 -- Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                           10

Item 3 -- Quantitative and Qualitative Disclosure about Market Risk           14


Part II.  OTHER INFORMATION

Item 5 -- Other Information                                                   15
Item 6 -- Exhibits and Reports on Form 8-K                                    15

SIGNATURES                                                                    16



                                       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
                                                                         March 31,
                                                               -------------------------------
                                                                    1999            1998
----------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>

Net sales                                                         $372.7           $328.4

Operating expenses:
  Cost of sales                                                    284.6            252.7
  Selling, general and administrative expense                       26.0             25.8
  Research and development expense                                   4.9              5.1
                                                               ---------------  --------------
                                                                   315.5            283.6
                                                               ---------------  --------------

Income from operations                                              57.2             44.8

Interest income                                                       .2               .4
Interest expense                                                    (1.9)            (3.8)
Other, net                                                           (.3)             (.6)
                                                               ---------------  --------------

Income before income taxes                                          55.2             40.8
Income taxes                                                       (20.4)           (16.3)
                                                               ---------------  --------------

Net income                                                          34.8             24.5

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


Net income applicable to common stock                             $ 34.0           $ 23.1
                                                               ===============  ==============

Net income per common share, basic and diluted                    $  .34           $  .23
                                                               ===============  ==============




<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)
                                                                         March 31,     December 31,
                                                                            1999           1998
----------------------------------------------------------------------------------------------------
                                                                        (Unaudited)
<S>                                                                      <C>            <C>

Assets
Current assets:
  Cash and cash equivalents                                               $   18.1      $    37.6
  Accounts receivable (less allowance of $5.1 and $5.2)                       85.7           84.1
  Inventories                                                                168.5          161.9
  Retained receivables                                                        54.6           32.0
  Deferred income taxes                                                       16.2           16.2
  Other current assets                                                         5.4            3.0
  Restricted Trust  (a)                                                        -            716.4
                                                                        -------------  -------------
Total current assets                                                         348.5        1,051.2

Property, plant and equipment, net                                           343.2          334.9
Goodwill, net                                                                219.4          221.1
Patents and technology and other intangible assets, net                      112.2          115.1
Other noncurrent assets                                                       74.5           78.3
                                                                        -------------  -------------
Total assets                                                              $1,097.8       $1,800.6
                                                                        =============  =============

Liabilities,   redeemable  preferred  stock  and  stockholders'  equity  Current
liabilities:
  Accounts payable                                                        $   81.7       $  101.5
  Accrued compensation                                                        36.1           45.0
  Other accrued liabilities                                                  108.3          108.7
  Income taxes payable                                                        64.4           44.8
  Short term debt                                                             61.0           28.0
  Pechiney Notes  (a)                                                          -            716.4
                                                                        -------------  -------------
Total current liabilities                                                    351.5        1,044.4

Accrued retiree benefits other than pensions                                  98.3           96.8
Accrued pension liability                                                     49.8           49.0
Other noncurrent liabilities                                                 105.1          108.4
Deferred income taxes                                                          1.7            2.1
Long-term debt                                                                93.0           63.0
                                                                        -------------  -------------
Total noncurrent liabilities                                                 347.9          319.3

Commitments and contingencies

Redeemable preferred stock                                                     -             65.6

Stockholders' equity:
  Preferred  stock,   authorized  -  10,000,000   shares,   issued  and        -              -
    outstanding - 0 shares
  Common stock, $.01 par value, authorized - 400,000,000 shares,
     issued and outstanding: 1999 - 100,014,258 shares; 1998 -                 1.0            1.0
    100,005,356 shares
  Capital surplus                                                            195.2          195.1
  Retained earnings                                                          214.1          180.1
  Accumulated other comprehensive income                                     (11.9)          (4.9)
                                                                        -------------  -------------
Total stockholders' equity                                                   398.4          371.3
                                                                        -------------  -------------
Total liabilities, redeemable preferred stock and stockholders' equity    $1,097.8       $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)




                                                                        Three Months Ended
                                                                             March 31,
                                                                ------------------------------------
                                                                      1999               1998
----------------------------------------------------------------------------------------------------
<S>                                                                  <C>                <C>
Operating activities
Net income                                                           $  34.8            $  24.5
Adjustments to reconcile net income to net
  cash provided (used) by operating activities:
    Depreciation and amortization                                       16.2               14.5
    Changes in assets and liabilities:
      Receivables                                                      (28.3)             (37.8)
      Inventories                                                       (8.3)                .1
      Accounts payable and accrued liabilities                         (25.9)             (25.1)
      Deferred income taxes                                              (.7)              (1.7)
      Income taxes payable                                              20.0               16.0
      Long-term SARs accrual                                            (1.0)              (2.4)
      Other,  net                                                        3.0                6.5
                                                                -----------------  -----------------

         Net cash provided (used) by operating activities                9.8               (5.4)

Investing activities
Purchases of property, plant and equipment                             (23.3)             (16.6)
                                                                -----------------  -----------------

         Net cash used by investing activities                         (23.3)             (16.6)

Financing activities
Net change in short-term debt                                           32.7                -
Issuance of long-term debt                                              65.0               33.6
Repayment of long-term debt                                            (35.0)             (35.2)
Redemption of preferred stock                                          (66.4)               -
                                                                -----------------  -----------------

         Net cash used by financing activities                          (3.7)              (1.6)

Foreign currency rate changes                                           (2.3)                .1
                                                                -----------------  -----------------
Decrease in cash and cash equivalents                                  (19.5)             (23.5)
                                                                -----------------  -----------------

Cash and cash equivalents at beginning of period                        37.6               45.4
                                                                -----------------  -----------------

Cash and cash equivalents at end of period                           $  18.1            $  21.9
                                                                =================  =================


<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 (Unaudited)

                        (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>


Balance, December 31, 1997  100,000,000  $1.0    $195.0   $ 75.3       $(5.6)       $265.7        6,001       $60.0
                                                                                   -------
Comprehensive income:
  Net income                                                24.5                     24.5
  Other comprehensive
  income                                                                              -
                                                                                  -------
  Total comprehensive
  income                                                                             24.5
                                                                                  -------
Dividends - redeemable
  preferred stock                                           (1.4)                    (1.4)         135         1.4
--------------------------- -----------  -----   -------  ---------  ---------   ---------     -------     -------
Balance, March 31, 1998     100,000,000  $1.0    $195.0   $ 98.4       $(5.6)      $288.8        6,136       $61.4
=========================== ===========  =====   =======  =========  =========   =========     =======     =======


Balance, December 31, 1998  100,005,356  $1.0    $195.1   $180.1       $(4.9)      $371.3        6,560       $65.6
                                                                                  -------
Comprehensive income:
  Net income                                                34.8                     34.8
  Other comprehensive
  income
    Foreign exchange
     translation adjustment                                             (7.0)        (7.0)
                                                                                  -------
  Total comprehensive
  income                                                                             27.8
                                                                                  -------
Dividends - redeemable
  preferred stock                                            (.8)                     (.8)         78          .8
Redeemable preferred
  stock redemption                                                                             (6,638)      (66.4)
Shares issued                     8,902               .1                               .1
--------------------------- -----------  -----   -------  ---------  ---------   ---------     -------     -------
Balance, March 31, 1999     100,014,258  $1.0     $195.2  $214.1      $(11.9)      $398.4         -           -
=========================== ===========  =====   =======  =========  =========   =========     =======     =======



<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 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 ended March 31,
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.

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


B.  INVENTORIES

Inventories are summarized as follows (in millions):
<TABLE>



                                                      March 31,      December 31,
                                                        1999             1998
                                                    --------------  ---------------
<S>                                                   <C>              <C>

Raw materials and supplies                             $  56.3         $  56.7
Work in progress                                          80.7            78.8
Finished goods                                            34.3            29.7
                                                    --------------  ---------------
FIFO inventory                                           171.3           165.2
LIFO valuation adjustment                                 (2.8)           (3.3)
                                                    --------------  ---------------
                                                        $168.5          $161.9
                                                    ==============  ===============
</TABLE>

At March 31, 1999 and December 31, 1998,  inventories include $114.9 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.



                                       7



<PAGE>


                            Howmet International Inc.

             Notes to Consolidated Financial Statements (Unaudited)


C.  SEGMENT INFORMATION

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

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

<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                                                           March 31,
                                                               ----------------------------------
(in millions)                                                       1999               1998
-------------------------------------------------------------------------------------------------
<S>                                                                 <C>                <C>

Net sales to external customers:
    Investment casting and consolidated                             $372.7             $328.4
-------------------------------------------------------------------------------------------------


Income from operations:
    Investment casting                                              $ 62.1             $ 52.4
    SARs expense                                                       1.0               (2.7)
    Other unallocated corporate expense, net                          (5.9)              (4.9)
-------------------------------------------------------------------------------------------------
        Consolidated                                                $ 57.2             $ 44.8
-------------------------------------------------------------------------------------------------
</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  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
(100,012,316  and  100,000,000  for the quarters  ended March 31, 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  (100,072,357 and 100,189,249 for the
quarters ended March 31, 1999 and 1998, respectively).



                                       8

<PAGE>



                            Howmet International Inc.

             Notes to Consolidated Financial Statements (Unaudited)


F.  OTHER INFORMATION

On February 8, 1999, Carlyle-Blade Acquisition Partners, L.P. sold its remaining
22,650,000 shares of the Company's common shares to Cordant.  At March 31, 1999,
Cordant  holds  84.6% and the public  holds 15.4% of the  Company's  outstanding
common shares.

For the  quarter  ended March 31,  1999,  selling,  general  and  administrative
expense  was  reduced  by a $1 million  pre-tax  reduction  in  accrued  expense
recorded in connection  with the Company's  Stock  Appreciation  Rights ("SARs")
plan. The comparable  1998 quarter  included $2.7 million of expense  related to
the SARs  plan.  The 1999 first  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 March 31, 1999, the market price of the Company's
common  stock was $14.31  compared to a December  31, 1998 price that was higher
than $15 per share (the upper limit for SARs compensation purposes).


G.  CONTINGENT MATTERS

Starting  in late 1998,  the  Company  discovered  certain  product  testing and
specification  non-compliance issues at two of Cercast's facilities. The Company
notified customers, is actively cooperating with them and government agencies in
the  investigation of these matters,  and is implementing  remedial  action.  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 these
matters can be completed. The Company knows of no in-service problems associated
with these issues.  Based on preliminary  evaluation,  however,  the Company has
recorded an estimated loss of $4 million in its consolidated statement of income
for the year ended  December 31,  1998.  Based on  currently  known  facts,  the
Company believes that additional cost beyond $4 million,  if any, would not have
a material  adverse effect on the Company's  financial  position,  cash flow, or
annual operating results. However,  additional cost when and if accrued may have
a material adverse impact on the quarter in which it may be accrued.

On March 3,  1999,  the  Company  received  from the U.S.  Air Force a Notice of
Proposed Debarment from future government contracts and subcontracts directed at
Howmet Corporation and its Cercast Canadian subsidiary. The Air Force terminated
the proposed  debarment  with respect to Howmet  Corporation  by letter to it on
March 10, 1999,  thus  permitting  Howmet  Corporation to resume  accepting U.S.
government  contracts and subcontracts.  The continuing  proposed debarment with
respect to the Company's Cercast Canadian subsidiary is based on certain product
testing and specification  non-compliance  issues,  and improper vendor payments
that took place at the Cercast  Montreal  operations.  Debarment does not affect
existing Cercast contracts, other than extensions. The Company is negotiating an
Administrative  Agreement  with the Air Force under which the Notice of Proposed
Debarment  would be  terminated.  In the unlikely event a debarment were imposed
for an extended  period of time, such action would  negatively  impact sales and
profits in future periods.  However, the Company believes that such impact would
be immaterial to results of operations.

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 of these  proceedings
will  not  have a  material  adverse  effect  on  its  operations  or  financial
condition.




                                       9

<PAGE>




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

RESULTS OF OPERATIONS
---------------------

Quarter Ended March 31, 1999 Compared to Quarter Ended March 31, 1998
<TABLE>
<CAPTION>
Summary  financial  information  for the  quarters  ended  March 31 follows  (in
millions):

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

Net Sales                                           $372.7        $328.4          $44.3            13
----------------------------------------------------------------------------------------------------------

Gross profit                                          88.1          75.7           12.4            16

Selling, general and administrative expense           26.0          25.8            (.2)           (1)
Research and development expense                       4.9           5.1             .2             4
----------------------------------------------------------------------------------------------------------

Income from operations                                57.2          44.8           12.4            28
Net interest expense                                  (1.7)         (3.4)           1.7            50
Other, net                                             (.3)          (.6)            .3            50
Income taxes                                         (20.4)        (16.3)          (4.1)          (25)
----------------------------------------------------------------------------------------------------------

Net income                                         $  34.8       $  24.5          $10.3            42
==========================================================================================================

Earnings per share (basic and diluted)             $   .34       $   .23          $ .11            48
==========================================================================================================
</TABLE>

Net sales in the 1999  first  quarter  were 13%  higher  than in the 1998  first
quarter.  The 1999 sales  increase is due  primarily to volume  increases in the
industrial gas turbine market.

Gross  profit  was $12.4  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.

Selling,  general and administrative  expense was $.2 million higher in the 1999
first quarter than in the 1998 quarter.  The increase  includes  higher costs to
support the higher volume levels and price level increases, offset by a decrease
in expense due to a $3.7 million  change in the amounts  recorded in  connection
with the Company's Stock Appreciation Rights plan ("SARs"). In the 1999 quarter,
a $1 million  reduction  of SARs  expense was  recorded  versus $2.7  million of
expense in the 1998 quarter.  SARs benefit or expense is recognized each quarter
based on employee  vesting to date and also on the market price of the Company's
stock 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).  At  March  31,  1999,  the  market  price of the
Company's  common stock was $14.31  compared to $16.13 per share at December 31,
1998,  which  resulted in the $1 million  1999  benefit.  If the market price at
March 31, 1999 were $15 per share or higher,  the Company  would have recorded a
$1.6 million  expense for the 1999 quarter  instead of the $1 million benefit (a
combined $2.6 million pre-tax  benefit to the 1999 first quarter).  This benefit
will reverse and adversely  affect  future  results when the market price of the
Company common stock increases to $15 or higher.

Net interest  expense was $1.7 million lower in the 1999 first quarter  compared
with 1998.  The reason for the decrease was lower debt levels and lower interest
rates in the first quarter of 1999.


                                       10

<PAGE>



Income tax expense  increased  $4.1 million due to higher  pre-tax  income.  The
Company had an effective  tax rate of 37% in 1999 compared with 40% for the same
three-month  period in 1998. The lower effective rate for 1999 was  attributable
primarily  to higher  estimates of research  and  development  tax credits and a
lower state rate.  Beginning in February 1999, the Company's taxable income will
be included in Cordant's consolidated Federal income tax return.

Starting  in late 1998,  the  Company  discovered  certain  product  testing and
specification  non-compliance issues at two of Cercast's facilities. The Company
notified customers, is actively cooperating with them and government agencies in
the  investigation of these matters,  and is implementing  remedial  action.  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 these
matters can be completed. The Company knows of no in-service problems associated
with these issues.  Based on preliminary  evaluation,  however,  the Company has
recorded an estimated loss of $4 million in its consolidated statement of income
for the year ended  December 31,  1998.  Based on  currently  known  facts,  the
Company believes that additional cost beyond $4 million,  if any, would not have
a material  adverse effect on the Company's  financial  position,  cash flow, or
annual operating results. However,  additional cost when and if accrued may have
a material adverse impact on the quarter in which it may be accrued.

On March 3,  1999,  the  Company  received  from the U.S.  Air Force a Notice of
Proposed Debarment from future government contracts and subcontracts directed at
Howmet Corporation and its Cercast Canadian subsidiary. The Air Force terminated
the proposed  debarment  with respect to Howmet  Corporation  by letter to it on
March 10, 1999,  thus  permitting  Howmet  Corporation to resume  accepting U.S.
government  contracts and subcontracts.  The continuing  proposed debarment with
respect to the Company's Cercast Canadian subsidiary is based on certain product
testing and  specification  non-compliance  issues and improper  vendor payments
that took place at the Cercast  Montreal  operations.  Debarment does not affect
existing Cercast contracts, other than extensions. The Company is negotiating an
Administrative  Agreement  with the Air Force under which the Notice of Proposed
Debarment  would be  terminated.  In the unlikely event a debarment were imposed
for an extended  period of time, such action would  negatively  impact sales and
profits in future periods.  However, the Company believes that such impact would
be immaterial to results of operations.


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
working   capital,   debt  service,   capital   expenditures  and  research  and
development.  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 first  quarter  were $23.3  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 March 31, 1999,  there were $90 million of  outstanding  borrowings  and $7.6
million of outstanding standby letter of credit under the $300 million revolving
credit  facility.  An  additional  $2 million of standby  letters of credit were
outstanding under another  facility.  At March 31, 1999 $202.4 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.


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<PAGE>



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)  was 28% at March 31, 1999
compared to 30% at December 31, 1998.  The current ratio  (excluding  short-term
debt and Pechiney Notes) was 1.2 at March 31, 1999 and 1.1 at December 31, 1998.
Working capital  (excluding  short-term debt and Pechiney Notes) was $58 million
and $34.8 million at March 31, 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  March  31,  1999.  The  $54.6  million   retained
receivables,   shown  in  the  March  31,  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 $7 million,  resulting in a $11.9
million  negative  balance at March 31, 1999. The change is primarily due to the
strengthening of the U.S. dollar relative to the French franc.


FEBRUARY 1999 CHANGE IN OWNERSHIP AND PREFERRED STOCK REDEMPTION

On February 8, 1999,  Carlyle-Blade  Acquisition  Partners,  L.P.  sold its
remaining  22.65 million  shares of Howmet  International  Inc.  common stock to
Cordant.  At March 31, 1999,  Cordant  holds 84.6% and the public holds 15.4% of
the outstanding Howmet International Inc. common stock.

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.

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 is currently underway. Project work on this phase of the effort
started in late 1996 and is scheduled, with minor exceptions, to be completed by
June 30,  1999.  All central  systems will be 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 or is near completion.  The Company expects corrective action
projects  to be  completed  by  June  30,  1999.  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. All plant
facility teams are scheduled to complete this project by June of 1999.


                                       12

<PAGE>



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 Howmet Corporation'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 800 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.

During  1999 the  Company  will  focus on further  evaluation  of  customer  and
supplier  readiness,  testing  systems  with  embedded  processors  and business
systems, risk assessment, and contingency planning.

The Company is currently  developing 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 are expected to be complete  during the third  quarter of
1999 and will 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 $16.6 million. An estimated $6.1 million (37%) 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 $7.6 million (46%)
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 $2.9 million (17%) is for infrastructure upgrades or replacement.

Approximately  $11.9 million  (72%) had been expended as of March 31, 1999;  the
Company expects to spend $4.7 million (28%) during the remainder of 1999.


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.


                                       13

<PAGE>



NEW ACCOUNTING STANDARDS

In June 1998, SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities",  was issued. This statement  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 SFAS No. 133 will be on the  earnings  and  financial  position of the
Company.  SFAS No. 133 is effective  for fiscal years  beginning  after June 15,
1999. The Company expects to adopt this new statement on January 1, 2000.


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.



                                       14


<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  statements  include  those  relating to pricing,
competitive effects, market structure,  contracting practices, and developmental
projects.  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,
changing economic and political conditions in the United States and in other
countries  including those in Asia, 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

        27.1   Financial Data Schedule

(b) -- Reports on Form 8-K

       During the quarter ended March 31, 1999, the Company filed the following
Current Reports on Form 8-K:

       Report  filed  February  9,  1999.  Item 5 - Other  events -- News
release reporting the Company's annual earnings for 1998.

       Report filed  February  16,  1999.  Item 5 - Other events - News release
reporting  decision to exercise the  Company's  option to redeem all of its then
outstanding shares of 9% Series A Senior Cumulative  Preferred Stock on February
17, 1999.

       Report  filed  March  5,  1999.  Item 5 - Other  events  - News  release
reporting  receipt by Howmet  Corporation of a notice from the United States Air
Force of proposed  debarment of Howmet  Corporation and Howmet Cercast (Canada),
Inc.

       Report  filed  March  12,  1999.  Item 5 - Other  events - News  release
reporting  that the notice of proposed  debarment was withdrawn  with respect to
Howmet Corporation.



                                       15

<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: April 26, 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)


                                       16