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

                                 FORM 10-K

(Mark One)

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

                  For the fiscal year ended June 30, 1998

                                     OR

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


                       Commission file number 1-6179

                         CORDANT TECHNOLOGIES INC.

Incorporated in the State of Delaware              IRS Employer Identification
                                                          No. 36-2678716

                        Principal Executive Offices
                15 W. South Temple, Salt Lake City, UT 84101
                      Telephone Number: (801) 933-4000

Securities registered pursuant to Section 12(b) of the Act:

   Title of Each Class                                   Name of Each Exchange
Common Stock, par value                                    On Which Registered
  $1.00 per share                                      New York Stock Exchange
Common Stock Purchase Rights                            Chicago Stock Exchange

     Indicate by check mark if disclosure of delinquent  filers pursuant to
Item  405 of  Regulation  S-K is not  contained  herein,  and  will  not be
contained,  to the best of registrant's  knowledge,  in definitive proxy or
information  statements  incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.     X

Securities registered pursuant to Section 12(g) of the Act: NONE

     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 than 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 

     Aggregate market value of Registrant's voting stock held by
non-affiliates,  based upon the closing price of said stock on the New York
Stock  Exchange-Composite  Transaction Listing on August 31, 1998, ($35.625
per share): $1,302,296,741

Number of shares of Common Stock outstanding as of August 31, 1998: 36,555,698
                    DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions of Proxy Statement,  Exhibit B for the fiscal year ended June
     30, 1998: Parts I, II, and IV.

2.   Portions of definitive Proxy Statement dated September 11, 1998: Parts
     III and IV.
==============================================================================


<PAGE>

                                  PART I

ITEM 1. BUSINESS
----------------

     Cordant  Technologies Inc. (the "Company")  operates in three business
groups.  Thiokol  Propulsion is a leading producer of high technology solid
rocket motors for space, defense and commercial launch  applications.  Huck
International,  Inc. ("Huck"), a wholly owned subsidiary of the Company, is
a  major  supplier  of  precision   fastening  systems  for  aerospace  and
industrial  markets worldwide and custom injection molded plastic products.
The  Company's  62 percent  owned  subsidiary,  Howmet  International  Inc.
("Howmet"),  is a leading  manufacturer  of investment  cast turbine engine
components  for jet aircraft and  industrial  gas turbine power  generation
markets,  as well as a leading producer of aluminum investment castings for
commercial aerospace and defense electronics industries.

     Originally  formed in 1930,  the  Company  operated  in various  forms
including  a  division  of Morton  Thiokol,  Inc.  In 1989,  the  specialty
chemicals, salt and automotive restraint business was spun off into a newly
formed  company,  Morton  International,  Inc. The Company's  aerospace and
defense  business  continued to operate as Thiokol  Corporation.  Through a
series of acquisitions,  the fastening systems segment was developed and is
operated by Huck. In December  1995,  the Company and the Carlyle  Group, a
private  merchant  investment  firm  ("Carlyle"),  formed a  jointly  owned
company in which this Company  owned 49 percent and Carlyle 51 percent,  to
acquire Howmet International Inc.

     In December  1997,  The Company  purchased an additional 13 percent of
Howmet  from  Carlyle  for  approximately  $184  million,   increasing  the
Company's  ownership  from 49  percent to 62  percent.  The  Company  began
consolidating  Howmet's  operating  results  as of  December  2,  1997.  In
connection with the sale to the Company, Carlyle also sold 15.35 percent of
Howmet to the public  through an initial  public  offering,  resulting in a
reduction  of Carlyle's  ownership  from 51 percent to 22.65  percent.  The
Company  has the right,  during a two-year  period  commencing  in December
1999, to acquire all of Carlyle's  remaining  shares of Howmet common stock
and a right of first  refusal to acquire  any shares  Carlyle  proposes  to
sell,  in each case at  market  price.  Carlyle  has also  agreed  with the
Company  that it will not  dispose  of any of its  shares of Howmet  common
stock until the earlier of December  1999 or the  occurrence of a change of
control of the Company.  The Company and its affiliates agreed with Carlyle
not to acquire  shares of Howmet  common stock from the public if less than
14 percent of the Howmet common stock would be held by the public following
such  acquisition,  unless such  acquisition  was made in connection with a
tender offer for all the shares or an acquisition in which all the publicly
held shares were treated equally.

     In May 1998, the Company's  name was changed from Thiokol  Corporation
to Cordant Technologies Inc., and the relocation of the Company's corporate
office to Salt Lake City was completed in July.

                                    -1-

<PAGE>

     In June 1998,  the  Company  completed  the  acquisition  of  Jacobson
Manufacturing,  a manufacturer of custom designed metal parts and fasteners
and  custom   injection   molded  plastic   products  used  in  automotive,
construction,   consumer   products  and  heavy   equipment   applications.
Jacobson's operations were merged into Huck International, Inc.

     The Company has changed its fiscal  year-end  from June 30 to December
31, effective for the quarter ended September 30, 1998.

Business Segments
-----------------

     The  Company  operates  in  three  business   segments:   (i)  Thiokol
Propulsion;  (ii) Fastening Systems;  and (iii) Investment  Castings.  This
business  segmentation  reflects:  (i) the Company  consolidated its Space,
Defense and Launch Vehicle  divisions and Science and Engineering unit into
one business segment,  Thiokol  Propulsion,  (ii) the increase in ownership
and accounting  consolidation of Howmet; and (iii) continuing growth in the
fastener business including the Jacobson Manufacturing acquisition.

     Thiokol  Propulsion.  The propulsion  segment consists of solid rocket
propulsion  systems and related  products,  research  and  development  and
launch   support   services   for  the  National   Aeronautics   and  Space
Administration  ("NASA"),   Department  of  Defense  and  commercial  space
applications. Such systems include the Reusable Solid Rocket Motor ("RSRM")
used for NASA's Space Shuttle.  Deliveries  under the current Buy III Space
Shuttle  contract  awarded  to the  Company  in  1991  are  expected  to be
completed  by  1999.  Remaining  contract  activities  are  expected  to be
completed  during  fiscal year 2001.  The Buy III  contract is a "cost plus
award fee"  contract with an award fee based on the degree of the Company's
success,  as rated by NASA,  of  meeting  contract  standards  relating  to
program safety, management,  reliability,  quality assurance, delivery, and
hardware  flight  performance on the contract.  The Company also receives a
cost-incentive  fee  for  meeting  certain   predetermined   cost-reduction
targets. The Company is currently negotiating the follow-on Buy IV contract
with expected  production  of  thirty-five  flight sets through  2004.  The
delivery  rate  and the  Company's  contract  accrual  rate  for  financial
statement  purposes are subject to continuing NASA funding,  NASA's Shuttle
flight scheduling (currently averaging seven flights per year), and program
performance.  The NASA contracts are subject to termination for convenience
by the  federal  government  with the  Company  retaining  such  rights  of
recovery for costs and expenses provided by the government procurement laws
and regulations,  and contract terms and conditions. NASA is in the process
of  reorganizing  the Shuttle  program under one prime  contractor,  United
Space  Alliance,  to manage  many of the program  functions  now managed by
NASA.  Such  restructuring  will occur over a transition  period of several
years. The Company's position as a contractor to NASA is expected over time
to shift to the role of a subcontractor to United Space Alliance,  although
there can be no  assurance  that such  shift  will  occur.  Currently,  the
Company  is the  only  qualified  manufacturer  of the  RSRM.  The  Company
believes  the time and cost to qualify a second  source of supply  would be
prohibitive  in  light  of  the

                                     -2-

<PAGE>

shuttle flight schedule and declining government expenditures for the Space
program. The Company retains certain Shuttle RSRM solid rocket motor launch
oversight activities at the Kennedy Space Center.

     For defense and commercial space applications, the Company's family of
CASTOR  solid  rocket  motors is used in the first and  second  stages of a
number of expendable launch vehicles.  The CASTOR 120 motor,  designed as a
low-cost  motor for the small launch vehicle  market,  has been selected as
the  propulsion  system for the  Lockheed  Athena  Launch  Vehicle  and the
Orbital  Science  Taurus launch  vehicle.  The CASTOR IV motors are used by
Lockheed/Martin  Aeronautics  as  strap-on  boosters  for  the  Atlas  IIAS
programs and has been selected to support the  Department of Defense Target
Critical  Measurement  Program. The Company is supplying motors for systems
and satellite  positioning for commercial  space and defense  applications.
The  Company is  supplying  motors for a variety  of  international  launch
programs such as the Spanish  government's  Capricornio  launch vehicle and
the Japanese HII-A launch vehicles.

     Thiokol Propulsion  participates as a subcontractor in various defense
programs  providing  propulsion  systems  and  related  technology  for the
Theater Missile Defense Program and propulsion and ordnance for the Trident
Submarine   Missile   Program   through  a  joint   venture   with  Alliant
Technologies, Inc.

     As the lead  propulsion  contractor on the Air Force  Intercontinental
Ballistic Missile (ICBM) Prime Integration  Contract with TRW, the Company,
in  a  joint  venture  with  the  Chemical   Systems   Division  of  United
Technologies,  will provide the propulsion  refurbishment for the Minuteman
solid rocket motors.  Production on the 15-year program,  with an estimated
value of $1 billion,  is  expected to begin in the year 2000.  The level of
program  activity is  dependent on the level of  government  funding and is
subject  to  cancellation  or  modification.   The  outcome,   if  any,  of
international treaties such as the START treaty negotiations can impact the
number of motors subject to refurbishment.

     Thiokol Propulsion also manufactures infrared and illuminating flares;
provides solid rocket motor propellant  reclamation services;  and provides
aging and  surveillance  technologies.  Commercial  applications  are being
developed  for  composite  resin  prepreg  materials,  airbag  inflator gas
generants and igniters and composite resin-based conformable storage tanks.

     Federal  export  laws,  controls and  regulations  impact or otherwise
restrict the export of the  Company's  propulsion  products  and  technical
data.  All U.S.  Government  contracts  and  subcontracts  are  subject  to
termination  for the convenience of the government and may also be impacted
by  changing  levels of  government  funding,  schedule  changes  and other
changes within the government's authority.

     Fastening Systems. The fastening systems products consist of specialty
fasteners,   installation  tooling  and  custom  injection  molded  plastic
products which are

                                     -3-

<PAGE>


sold to  customers  directly  by the  Company  and  through a  distribution
network in both domestic and foreign markets. Fasteners made from a variety
of materials  including high strength  metals and metal alloys are threaded
and non-threaded  consisting of lock bolts,  blind bolts,  lock nuts, blind
rivets,  cap screws and various  other metal  products  sold under  various
trade  names and  trademarks  for  aerospace,  industrial,  automotive  and
construction  industry  applications.  Injected molded products  consist of
custom components and end products.  Fastener  installation tooling is also
manufactured   and  marketed  to  provide   customers   complete   fastener
installation  systems. The aerospace market consists of both commercial and
military aerospace manufacturing companies,  domestic and foreign. Customer
product qualification  required by domestic and foreign regulatory agencies
such as the Federal Aviation Administration as to plant and product quality
and lot  traceability is important for the aerospace  market  acceptance of
the Company's  fasteners.  The Company's  fasteners  have been qualified by
major domestic and foreign aerospace  companies in order for such customers
to use such  fasteners  in  original  equipment  and  aftermarket  aircraft
products.   Principal  domestic  and  foreign  industrial  markets  include
automotive,   truck,  trailer,   railcar,  and  mining  applications.   The
construction  industry utilizes the Company's fastening systems for certain
structural  applications  such as bridges  and  building  columns.  Plastic
injected molded products are used in the computer,  telecommunications  and
medical industries.

     Investment Castings. The Company,  through its 62 percent ownership in
Howmet,  is a  manufacturer  of  investment  castings for aircraft  turbine
engines and industrial gas turbine  engines.  The Howmet Cercast Group is a
producer of high quality aluminum  investment  castings used in the defense
electronics and commercial aerospace industries.

     Howmet's  aerospace  castings  consist  of super  alloy  and  titanium
castings for aircraft  turbine  engines and structural  airframe and engine
applications.  Products include  individual  airfoils  consisting of blades
(rotating  foils)  or  vanes  (non-rotating  foils),  as well  as  integral
castings  such as  turbine  rotors  and nozzle  rings for  smaller  engines
involving  an entire set of blades and related  components  cast  together.
Structural components include support components of engines, such as engine
castings,  frames,  and bearing  housings,  and other airframe  components.
Howmet's  aerospace  castings are  manufactured for commercial and military
applications  and sold to original  equipment  aircraft  manufacturers  and
aftermarket customers.

     Industrial gas turbine engine products consist of airfoils  (including
moving  blades  and  stationary  vanes)  for gas  turbines  used for  power
generation  primarily by the electric utility industry and mechanical drive
applications for industrial and pipeline operations, oil and gas processing
and offshore drilling.

     Howmet's Cercast subsidiaries produce aluminum investment castings for
the  commercial   aerospace  and  defense  markets.   Applications  include
electronic packaging,  electro-optical system housings, engine parts, pumps
and compressors.

                                     -4-
<PAGE>


     Howmet also  provides  other  products and  services to third  parties
including machining of components,  component coating, specialty alloys and
casting  equipment and tooling.  Howmet also  participates in an 81 percent
owned joint  venture in Japan with  Komatsu Ltd.  manufacturing  investment
cast  components  for  industrial  gas  turbine  and  aerospace   customers
primarily  in Japan and a 51  percent  owned  joint  venture  with  Pratt &
Whitney Division of United  Technologies Corp.  manufacturing  spray-formed
metal components for aircraft turbine engines.

Competition
-----------

     Thiokol  Propulsion.  The Company is the sole source  supplier of RSRM
solid rocket motors, the only domestic human-rated solid rocket propulsion.
The Shuttle Buy III and Buy IV contracts are placed  directly by NASA.  The
Company, as the only qualified supplier for the RSRM, does not compete with
other manufacturers.

     Liquid  propulsion  systems that may be competitive  with the RSRM are
under study, but are not yet developed.  The Company, Alliant Technologies,
Inc.,  and the CSD  Division of United  Technologies,  Corp.  are the major
suppliers of  heavy-lift  solid  propulsion  launch  vehicles for space and
strategic  applications  and are competitive with each other with regard to
medium,   light,   and  strap-on  launch  vehicles  for  commercial   space
applications. Both foreign governments and foreign private enterprises have
solid  rocket  propulsion  systems   competitive  with  propulsion  systems
manufactured by the Company. Liquid propulsion systems and excess strategic
ballistic   missile   inventory  may  be  competitive  with  the  Company's
propulsion systems, especially in the commercial launch market. For Thiokol
Propulsion  products  other than the RSRM solid  rocket  motors sold to the
federal  government or federal  government prime  contractors,  the primary
method of  competition  is through the Company  responding to a request for
proposal or complying with other  government  procurement  procedures under
federal  acquisition  regulations  in competition  with others.  Commercial
launch vehicle products are sold primarily through  responding to the terms
and  conditions  of a request  for  proposal  or  negotiated  contracts  in
competition with others.  Principal competitive factors are cost, technical
performance,  quality,  reliability,  depth and capability of personnel and
adequacy of facilities. Except for the sole-sourced RSRM solid rocket motor
and other  strategic  military  launch  motors,  the  Company's  propulsion
products  are  sold  primarily  on  the  basis  of  technical  performance,
reliability  and  price.  Although  this  market  has  begun to  stabilize,
reductions  in  Department  of  Defense  expenditures,  the  decline in the
availability  of new  programs,  and lower  quantities  being  procured for
strategic  and  tactical  solid rocket motor  programs  has  increased  the
competitive pressure for these products. The Company's competitive strength
is also affected by the technical performance,  quality, and reliability of
its solid propulsion products for space launch applications.  The Company's
propulsion  systems,  services and related  products are  competitive  with
Alliant Technologies,  Inc., CSD, Aerojet Division of Gencorp Inc., the ARC
Division  of  Sequa  Corporation  and  various  liquid  propulsion  systems
produced both domestically and internationally .

                                     -5-

<PAGE>

         Fastening Systems.  Fastening systems are manufactured by a number
of  competitors  with no one  manufacturer  having a major  position in the
aerospace or industrial  fastener  markets.  Alternative  fastening methods
compete with the  Company's  threaded and  non-threaded  fastener  systems.
Competition for orders from aerospace original  equipment  manufacturers is
often  dependent on customer  qualification  of the Company's  fasteners as
required by government regulations. The Company's fastening system products
compete  not only on price,  but also  product  quality  and the  Company's
ability  to  provide  customer  service  and  delivery.  Fastening  systems
applications and tooling help differentiate the Company's fastening systems
products from those of its competitors.  Aerospace fastener  competition is
primarily  through  responding  to requests  for  quotations  made by major
aerospace  contractors and  distributors  and purchase  orders.  Industrial
fastener  competition  including  automotive,  railcar and  construction is
primarily  through  requests for proposals,  purchase order  quotations and
negotiated  contracts in competition with others.  The Company's  fastening
systems  compete  on price,  quality,  delivery,  and  ability  to  provide
customer fastening installation solutions through  specific-purpose tooling
and fasteners.  The Company  maintains a proprietary  patented position for
certain of its fastener  designs for which  certain  limited  licenses have
been  granted  to  competitors.   The  Company  also  manufactures  certain
fasteners  under licenses from  competitors.  The Company's  custom plastic
injection molding competes on price,  quality and delivery with many custom
injection molding competitors.

     Investment  Castings.  Howmet  believes it has a major market share in
the overall turbine engine airfoil  investment  casting  market.  Precision
Castparts Corp. ("PCC") is Howmet's primary competitor. Management believes
that Howmet and PCC and other  smaller  participants  compete  primarily on
technological sophistication, quality, price, service and delivery time for
orders from  large,  well-capitalized  customers  with  significant  market
power. Certain of Howmet's customers, principally in Europe, have their own
investment  casting  foundries,   which  produce  parts  similar  to  those
manufactured  by  Howmet.  Howmet  knows  of no plans  by its  major  North
American   customers  to  establish  such  captive   facilities,   nor  any
significant  expansion  plans by those  customers  that have such foundries
now,  although  there can be no assurance that such  developments  will not
occur in the future.

     Howmet's  aluminum casting  operations  compete with a large number of
smaller competitors, also on the basis of price, quality and service.

Research and Development
------------------------

         Company-sponsored research and development (R&D) activities relate
to new products and services, improvement of existing products and services
and new and improved production processes. The Company's R&D cost was $24.4
million,  $12.5 million, and $13.3 million and represented 1.4 percent, 1.4
percent and 1.5 percent of revenues for fiscal years 1998,  1997, and 1996,
respectively;    the   amount   spent   during   the   same   periods   for
customer-sponsored   R&D  (primarily  U.S.   government-funded)  was

                                     -6-
<PAGE>


$70.5 million, $75.7 million, and $56.6 million, respectively.

Environmental Matters
---------------------

     Compliance with federal,  state, and local environmental  requirements
with respect to the  Company's  facilities,  including  formerly  owned and
operated  facilities,  while having the potential to be a significant  cost
and  liability,  are not at this time  expected to have a material  adverse
effect  on the  Company's  financial  condition  or  upon  the  competitive
position  of the  Company or its  subsidiaries.  Capital  expenditures  and
amounts expensed  relating to  environmental  matters were $1.8 million and
$8.1  million,  respectively,  for fiscal year 1998 and are estimated to be
$3.5  million and $11.0  million  for fiscal  year  ending  June 30,  1999.
Estimated  fiscal  2000  environmental  capital  expenditures  and  amounts
expensed are $2.2 million and $10.4 million,  respectively,  although there
can be no assurances that actual amounts will not vary materially from such
estimates.  Capital  expenditures  and expenses for  environmental  matters
reflect the  consolidation  of Howmet since  December 2, 1997.  The Company
maintains  ongoing programs for environmental  site evaluations,  continues
its cooperation with federal and state agencies in site investigations, and
engages in environmental  remediation  activities at its sites and sites of
third parties where appropriate.

     The Company continues to be involved with two Environmental Protection
Agency  ("EPA")   superfund  sites  designated   under  the   Comprehensive
Environmental  Response,  Compensation  and Liability Act in Morris County,
New Jersey. These sites were operated about thirty years ago by the Company
for  government  contract work. The Company has negotiated a consent decree
with the EPA concerning the Rockaway Borough Well Field Site. At this site,
the Company's  estimated cost for response  costs,  site  remediation,  and
future  operation  and  maintenance   costs  is  $4.8  million,   of  which
approximately  $1.4 million is estimated to be spent during 1999.  In 1996,
the Company  negotiated  a consent  decree with the State of New Jersey for
the  Rockaway  Township  Well  Field  Site.  At this  site,  the  Company's
estimated cost for response costs, site remediation,  and future operations
and maintenance costs is $4.6 million,  of which approximately $1.2 million
is estimated to be spent during  fiscal year 1999.  Jacobson  Manufacturing
Company,  acquired by Huck in June of 1998, is involved in a superfund site
at  Tempe,  Arizona.  Pursuant  to the terms of a  five-year  environmental
indemnity  contained  in the  Stock  Purchase  Agreement  between  Huck and
Seller,  Huck is  responsible  for the first $2  million  in  environmental
liabilities,  the Seller is responsible for environmental  liabilities from
$2 to $6  million;  Huck and  Seller  share the  expense  of  environmental
liabilities 50-50 in excess of $6 million but less than $10 million.

     Howmet has received test results  indicating levels of polychlorinated
biphenyls  ("PCBs") at its Dover,  New Jersey  facility  which will require
remediation.  These levels have been reported to the New Jersey  Department
of Environmental  Protection ("NJDEP").  Howmet 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

                                     -7-

<PAGE>

an  administrative  consent  order entered into between the Company and the
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. Howmet has recorded a $2 million long-term liability as of
June 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
the next year.  The  indemnification  discussed  below applies to the costs
associated with this matter.

     In  addition to the above,  liabilities  arising  for  clean-up  costs
associated  with  hazardous  types of materials in several  waste  disposal
facilities  exist.  In  particular,  Howmet  has  been  or may be  named  a
potentially   responsible  party  under  the  Comprehensive   Environmental
Response,  Compensation  and  Liability  Act or similar state laws at eight
on-site and off-site  locations.  At June 30, 1998, $4.1 million of accrued
environmental  liabilities are included in the  consolidated  balance sheet
for such matters.

     In connection with the Howmet  Acquisition by the Company and Carlyle,
Pechiney,  S.A. is required by the terms of the  acquisition  agreement  to
indemnify Howmet for environmental  liabilities and obligations relating to
Howmet  Corporation  stemming from events occurring or conditions  existing
prior to the  December  13, 1995  acquisition  date to the extent that such
liabilities exceed a cumulative $6 million. This indemnification applies to
all of the Howmet related  environmental  matters prior to the  acquisition
date.

     In addition,  unrelated to Howmet Corporation's operations,  Howmet `s
subsidiary,  Howmet Holdings Corporation,  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  approximately $21.3 million in remediation and natural
resource  damage  liabilities  at the  Blackbird  Mine Site in Idaho and at
least $10 million in investigation and remediation costs at the Holden Mine
Site in Washington.  Pechiney, S.A. has agreed to indemnify Howmet for such
environmental liabilities. Howmet has recorded a liability and an asset for
an equal  amount  related  to these  matters  which  are  reflected  in the
Company's consolidated balance sheet. In the event that Pechiney, S.A. does
not  honor  its  indemnification   obligations,   Howmet  would  likely  be
responsible for such matters and the cost of addressing those matters could
be material.

     The Company  estimates  that the  eventual  cost for site  remediation
matters known at this time, including the consolidation of those of Howmet,
before any recoveries from insurance and third party contributions by other
responsible parties including the federal government, will be approximately
$55.9  million.  The Company has  established a receivable in the amount of
$33.6  million for expected  reimbursement  or recovery  for  environmental
claims,  costs and  expenses  from third  parties,  including  the  federal
government.  As the result of the settlement of  outstanding  environmental
liabilities with insurance carriers, the Company has received $9.5 million,
of which $6.8

                                     -8-
<PAGE>


million  was used to  settle  reimbursement  of  claims  with  the  federal
government.  The Company's policy and accounting for environmental  matters
is  set  forth  in  Note  1 and  Note  17 of the  Notes  to  the  Company's
consolidated   financial  statements.   The  Company  believes  that  after
recoveries from third parties and the federal government, any net liability
for which it may ultimately be  responsible in excess of amounts  currently
accrued,  would not be material to the  Company's  financial  condition and
results of operations.

     The Company has negotiated an agreement with the federal government to
recover  certain  environmental  costs and expenses  incurred in connection
with the  performance  of  government  contracts in the forward  pricing on
certain of the Company's government contracts.

Employees
---------

     The  approximate  number of  employees  of the Company  including  the
consolidation of Howmet and the Jacobson Manufacturing  acquisition on June
30,  1998,  was  approximately  17,400  compared to 5,300 on June 30, 1997.
Thiokol  Propulsion  employment  at June 30, 1998 was  approximately  3,900
compared  to  approximately  3,500 at June 30,  1997.  Investment  Castings
employment was  approximately  11,000 at June 30, 1998.  Fastening  Systems
employment   was   approximately   2,400  on  June  30,  1998  compared  to
approximately 1,500 on June 30, 1997. Thiokol Propulsion  employment levels
reflect  the   stabilization   of  the  business  base  as  the  result  of
consolidation  of its  operations.  Fastening  Systems'  employment  levels
reflect  increased   production   volumes  and  the  addition  of  Jacobson
Manufacturing.

Raw Materials
-------------

     Although  most of the raw  materials  used by the  Company are readily
available,  certain key raw material suppliers for Thiokol Propulsion (such
as suppliers of  propellant  raw  materials  and nozzle and case  component
materials)  must be  approved  by the  federal  government.  With a limited
number of such approved  suppliers,  delivery of these  materials  could be
disrupted  at the  supplier  level at any time and have a material  adverse
impact on production and delivery  schedules until  government  approval of
alternative  suppliers is obtained.  Raw  materials  used by the  Company's
Investment  Castings and  Fastening  Systems  segments  include a number of
materials and minerals,  including  titanium,  hafnium,  aluminum,  nickel,
cobalt,  molybdenum  and  chromium  among  others.  Commercial  deposits of
certain metals, such as cobalt, nickel, titanium and molybdenum,  which are
required for the alloys used in precision castings and aircraft  fasteners,
are found in only a few parts of the world, and for certain  materials only
single  sources  are  readily  available.  These  materials  and metals are
subject to price  fluctuations,  and price and supply may be  influenced by
private or government cartels,  unstable governments in countries exporting
materials and production interruptions.

                                     -9-

<PAGE>

Seasonality
-----------

     The business of the Company is not subject to seasonal fluctuations.

Patents and Trademarks
----------------------

     The Company has approximately 500 patents and patent applications,  of
which 320 relate to the Thiokol Propulsion  business segment,  80 relate to
the Investment  Castings business segment,  and 100 relate to the Fastening
Systems  segment.  As  a  government   contractor,   the  Company  conducts
independent  research and development ("IR&D") to enable it to maintain its
competitive position. Research and development work is also performed under
contracts  with the  Department  of  Defense,  NASA,  and other  government
agencies.

     Approximately  ninety percent of the Company's  patents in the Thiokol
Propulsion  business  segment  were  developed  under  Company-funded  IR&D
related  budgets.  The Company has full  ownership  interest in its patents
developed under these budgets and lesser rights in the patents it developed
under Contract R&D programs.

     The Thiokol  Propulsion  business  segment patents  coverage  includes
propulsion system design, case, nozzle, and propellants. Patents also cover
gas generators,  ordnance,  flare-related products, and the Company's fiber
resin  technology.  Patents cover non-sodium azide gas generant  technology
used by Autoliv ASP Inc.  pursuant to  agreements  with the Company.  Under
contracts  with the federal  government,  licenses have been granted to the
government for limited use of certain patented technology.

     Investment Castings segment patents cover both materials and processes
for casting of high temperature components for aerospace and industrial gas
turbine  applications.  Included  are  advanced  casting  technologies  for
superalloys,  intermetallics  and  composites  as well as high  temperature
alloys, furnace designs, ceramic materials, and coatings.

     Fastening  Systems  segment patent  coverage  includes major aerospace
fastening  systems including a lightweight  grooved  proportional lock bolt
and the "Unimatic"  blind bolt rivet.  Major industrial  fastening  systems
covered by patents include "Huck-Fit" lock bolts, "Magna-Lok" blind rivets,
"Ultra-Twist"   blindbolt  for  box  beam  construction   applications  and
"Magna-Grip"  lock  bolts with  patent  lives  remaining  of more than five
years.  Certain of the Company's  fastener products are manufactured  under
licenses from competitors.

     Although the Company believes that its present competitive position is
enhanced  by  its  patents  and  its  technical  expertise,   know-how  and
proprietary  information,  no  individual  patent  or group of  patents  is
material to the conduct of the business of the Company.

                                    -10-

<PAGE>


     Trademarks are important for product  identification  in the fastening
systems  and  Investment  Castings  segments of the  business,  but are not
significant to the Company's Propulsion business.

Customers
---------

     The  customers  of  Thiokol   Propulsion  are  primarily  the  federal
government  and  its  prime  contractors  and  subcontractors.   Commercial
propulsion  customers,  primarily  in the light and medium  launch  vehicle
market,  are being  developed,  but are not yet  material to the  Company's
customer base. Federal government  contracts and subcontracts  entered into
by the Company are by their terms subject to  termination by the government
or the prime contractor  either for convenience or default.  Such contracts
are also subject to funding  appropriations by Congress.  Since the federal
government provided,  directly and indirectly,  approximately 37 percent of
the  Company's   revenues  in  fiscal  year  1998,   the   termination   or
discontinuance  of funding of a substantial  portion of such business would
have a  material  adverse  effect on the  Company's  operations.  No single
non-government  customer is material to the overall  business  conducted by
the Company.

     Fastening  Systems  customers  consist  of  industrial  and  aerospace
original  equipment  manufacturers and distributors,  domestic and foreign.
Foreign  customers and a foreign sales base are still  developing,  but are
not yet  material to the  Company's  customer  and sales  base.  The Boeing
Company,  Wesco,  Freightliner,  TriStar  and Ford Motor  Company are major
fastening systems customers.

     Investment  Casting's top ten customers  represented  approximately 27
percent  of the  Company's  net  sales  in  fiscal  year  1998.  Investment
Casting's  principal customers are The General Electric Company through its
aircraft   engine  and  power  systems   groups  and  United   Technologies
Corporation's Pratt & Whitney aircraft operations  represent  approximately
14 percent of the Company's  sales. No other Investment  Castings  customer
represents more than three percent of the Company's sales in fiscal 1998.

     Orders for  components  are  primarily  awarded  through a competitive
bidding process.  Contractual  relationships  with the Company's  principal
customers vary.  Approximately half of its casting business is derived from
multi-year  contracts,   typically  three  years  in  length.  Under  these
contracts, Howmet's customers agree to order from Howmet, and Howmet agrees
to supply,  specified  percentages of specified parts at specified  pricing
over the life of the  contracts.  The  customers  are not required to order
fixed  numbers  of  parts,  although  pricing  may be  subject  to  certain
threshold quantities.  Some of these contracts include provisions requiring
specified price  reductions  over the term of the contract,  based on lower
production  costs as  programs  mature,  shared  benefits  from  other cost
reductions  resulting  from  joint  production  decisions,  and  negotiated
reductions.  Most major contracts  provided Howmet with protection  against
substantial  changes in prices for elemental  metal raw  materials.  Howmet
typically

                                    -11-

<PAGE>


renegotiates  these  contracts  during the last year of the contract period
and,  during  the  process,  customers  frequently  solicit  bids  from the
Company's competitors.

Backlog Orders
--------------

     The Company's  backlog of orders on June 30, 1998,  and June 30, 1997,
was  approximately  $1.6 billion and $1.1  billion,  respectively.  Thiokol
Propulsion's  backlog as of June 30,  1998 was $595  million.  The  Company
expects its  December  31, 1998  backlog to increase  substantially  as the
Company  anticipates  completion  of the RSRM Buy IV  contract  negotiation
within the next six  months.  The NASA Space  Shuttle  solid  rocket  motor
booster  and related  contracts  comprise  approximately  16 percent of the
backlog.  It is  expected  that  approximately  46 percent of the orders in
backlog on June 30, 1998,  will be completed by June 30, 1999. The majority
of the remainder  thereafter  are expected to be completed  through  fiscal
year 2001.  The backlog  represents  the value of contracts for which goods
and services are to be provided and includes  approximately $525 million in
government  contracts,  of which  $380  million  have  been  funded  by the
government.  Although contracts can be changed or canceled,  the backlog is
believed to consist of firm contracts.  The Company does not believe that a
material  change or cancellation of a single contract (other than the RSRM)
would be  materially  significant  to its  business.  The contract  backlog
consists of a  combination  of cost-plus  award fee,  cost-plus  fixed fee,
cost-plus  incentive fee,  fixed price  incentive fee, and firm fixed price
contracts.  The Investment  Castings  backlog of orders as of June 30, 1998
was $850 million. The Company's Fastening Systems backlog was approximately
$152 million on June 30, 1998. Because of the short lead and delivery times
often involved,  and because deferrals and  cancellations  often effect the
Company's Investment Castings and Fastening Systems orders, backlog may not
be a significant indicator of the Company's future performance.

ITEM 2. PROPERTIES
------------------

     The  Company  operates   manufacturing,   research,   and  development
facilities  at 47  locations,  and has  administrative  and sales  offices,
warehouses,  and  service  centers  worldwide.  The Company  considers  its
manufacturing  facilities,  warehouses,  and  other  properties  to  be  in
generally  good  operating   condition  and  suitable  for  their  intended
purposes.  Facilities  are  considered  adequate and sufficient to meet the
operating  requirements  of the Thiokol  Propulsion  and Fastening  Systems
business units. Investment Castings has planned capacity expansion for aero
and industrial gas turbine and airfoil production. Expansion and relocation
of the Cercast Group's  Montreal,  Canada aluminum  castings  operations is
under  construction.  Thermatech  Coating  and the United  Kingdom  foundry
facilities have been expanded.  Completed and planned facility expansion is
considered  sufficient and adequate to meet Investment  Castings  operating
needs.  All  Company-owned  property  is held in fee with no  encumbrances.
Company  leased  property  obligations  are  set  forth  in  Note 18 of the
Company's consolidated  financial statements.  During fiscal year 1998, the
Company relocated its Corporate office to Salt Lake City, Utah.

                                    -12-

<PAGE>

     During fiscal year 1998,  additions to property,  plant, and equipment
totaled $72.8 million.

     The following table sets forth the Company's  manufacturing  locations
and the approximate square footage.




                                              Buildings (000's Square Feet)
                                              -----------------------------

  Manufacturing Location                Company
       by Segment                        Owned          Leased           Total
       ----------                        -----          ------           -----

THIOKOL PROPULSION

  Northern Utah(1)                      2,641             722            3,363
  Elkton, Maryland                                        378              378
  Ogden, Utah                                             105              105

FASTENING SYSTEMS

Domestic

 Altoona, Pennsylvania                    150                              150
 Branford, Connecticut, 2 facilities                       74               74
 Carson, California                                       153              153
 Kenilworth, New Jersey                    79                               79
 Kingston, New York(2)                    142                              142
 Lakewood, California                                     115              115
 Medina, Ohio                             271                              271
 New Braunfels, Texas                     116                              116
 Sanford, North Carolina                   50                               50
 Tempe, Arizona                            45                               45
 Tucson, Arizona                           67                               67
 Waco, Texas                              371                              371

                                    
                                    -13-

<PAGE>

International

   Us, France                              61                               61
   United Kingdom                          50                               50

INVESTMENT CASTINGS

Domestic

   Bethlehem, Pennsylvania                                 47              47
   Branford, Connecticut                  138                             138
   City of Industry, California                            50              50
   Cleveland, Ohio                        100                             100
   Dover, New Jersey, 2 facilities        357                             357
   Hampton, Virginia, 2 facilities        296               6             302
   Hillsboro, Texas                                        68              68
   LaPorte, Indiana                       186                             186
   Morristown, Tennessee                  111                             111
   Whitehall, Michigan, 7 facilities      711                             711
   Wichita Falls, Texas                   227                             227
   Winsted, Connecticut                    81                              81

International

   Dives, France (capital lease)          256                             256
   Evron, France                           86                              86
   Exeter, U.K., 2 facilities             253               67            320
   Gennevilliers, France                   47                              47
   Georgetown, Ontario, Canada                              37             37
   Le Creusot, France                     156                             156
   Montreal, Quebec, Canada                11              100            111
   Terai, Japan, 3 facilities3                              53             53


(1)The Company  occupies an additional  6,000 sq. ft. of  government  owned
   property. 
(2)Land is leased. 
(3)Factory owned by Howmet's joint venture, Komatsu-Howmet Ltd.



ITEM 3.  LEGAL PROCEEDINGS
-------  -----------------

Litigation and Regulation
-------------------------

     During  fiscal year 1998,  previously  disclosed  material  litigation
against the Company was settled or resolved favorably for the Company.

                                    -14-

<PAGE>

     The  Company  is  involved  in a number  of other  pending  legal  and
administrative  proceedings  which are not expected  individually or in the
aggregate to have a material  adverse  effect upon the Company's  financial
condition.

     Depending on the amount and the timing of an unfavorable resolution of
these  matters,  it is  possible  that  the  Company's  future  results  of
operations  or cash flows  could be  materially  affected  in a  particular
period.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------  ---------------------------------------------------

     No matter was submitted to a vote of the Company's stockholders during
the fourth quarter of fiscal year 1998.

EXECUTIVE OFFICERS OF THE REGISTRANT (as required by Instruction 3. to Item
401(b) of Regulation S-K)

     Generally, Executive Officers are elected by the Board of Directors at
its first  meeting  following  the  Annual  Meeting  of  Stockholders.  The
officers  generally  serve  until the next  such  meeting,  or until  their
successors  are  elected  and   qualified.   The  next  Annual  Meeting  of
Stockholders will be held on October 22, 1998.

     The Executive Officers of the Company on June 30, 1998, were:


                                              Positions Held During Past Five
Name and Age                                      Years and Terms of Office
------------                                      -------------------------

James R. Wilson (57)...................Chairman  of the  Board, President and 
                                       Chief  Executive Officer since October 
                                       1995; President and Chief Executive 
                                       Officer  (October  1993-95); director
                                       since October 1993.

Richard L. Corbin (52).................Senior Vice President and Chief 
                                       Financial Officer since May 1994; Chief
                                       Financial Officer and Vice President,
                                       Administration Space Systems Division of
                                       General Dynamics Corporation (1976-94).

James E. McNulty (54...................Executive Vice President Human Resources
                                       and Administration since 1992.

                                    -15-

<PAGE>

Robert L. Crippen (60).................Vice President and President of Thiokol
                                       Propulsion since December  1996,  Vice
                                       President of Training Simulator Systems,
                                       Lockheed  Martin, (April  1995-October
                                       1996); Director of John F. Kennedy Space
                                       Center, (1992-January 1995).

Bruce M. Zorich (44................... Vice President and President of Huck 
                                       International, Inc. since April 1996;
                                       Vice President,  Worldwide  Automotive
                                       Operations, (1993-1996); Vice  President
                                       & General Manager, OEM Products, Senior
                                       Flexonics (1989-1993).

Joseph A. Lombardo (65)................Vice President Space Operations since
                                       April 1992.

Winston N. Brundige (53)...............Vice President and General Manager, 
                                       Defense and Launch Vehicles Division 
                                       since July 1994; Vice President and 
                                       Division  Manager  Elkton  Division
                                       (1991-June 1994); Director of Production
                                       (1990-91).

Daniel S. Hapke, Jr. (52)..............Senior Vice President and General 
                                       Counsel since October 1997; Vice
                                       President and General Counsel since
                                       February 1997; Various positions at 
                                       General Dynamics Corporation (1984-1997)
                                       including Vice President and General
                                       Counsel of its Electric Boat subsidiary
                                       (1994 to 1997).

Michael R. Ayers (47.................. Vice President and Controller since
                                       January 1996; Vice President Strategic
                                       Development (1994-1996); Director
                                       Finance & Administration Space
                                       Operations (1986-1994).

Nicholas J. Iuanow (38.................Vice President and Treasurer since 
                                       October 1997, Treasurer (1994-October
                                       1997); Assistant Treasurer 1989-1993).

Edwin M. North (53)..................  Vice President and Corporate Secretary
                                       since October 1997;Secretary since 1990.

                                    -16-

<PAGE>

                                  PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-------  ---------------------------------------------------------------------

     Information  concerning the market for the Company's common equity and
related  security  holder  matters is included  in the  section  "Quarterly
Financial Highlights" on page F-29, "Dividends and Recent Market Prices" on
page F-45 of the Exhibit B, Financial Information,  to the Company's Notice
of  Annual  Meeting  and Proxy  Statement  for  fiscal  year  1998,  and is
incorporated  herein by  reference  in Exhibit  Number 13. As of August 31,
1998, there were 5,149 stockholders of record.

ITEM 6.  SELECTED FINANCIAL DATA
-------  -----------------------

     Selected  financial data for the five fiscal years ended June 30, 1998
is  included  on page F-46 of  Exhibit  B,  Financial  Information,  to the
Company's Notice of Annual Meeting and Proxy Statement for fiscal year 1998
and is incorporated herein by reference in Exhibit Number 13.

ITEM 7.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
         RESULTS OF  OPERATIONS
------   -------------------------

     Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results of  Operations  for the three fiscal years ended June 30, 1998,  is
included on pages F-30 through F-45 of Exhibit B, Financial Information, to
the Company's  Notice of Annual Meeting and Proxy Statement for fiscal year
1998 and is incorporated herein by reference in Exhibit Number 13.

     The Company sets forth below  "Cautionary  Statements" for the purpose
of the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995.  Many of the factors  described  below are  discussed  in both
current and prior Company Securities and Exchange Commission filings and to
the extent not otherwise discussed in forward-looking  statements should be
considered  in assessing the various  risks  associated  with the Company's
conduct of its business and financial condition. Risks which may impact the
accuracy of the Company's  forward-looking  statements include, but are not
necessarily limited to, the following:

(i)       The Company's  RSRM contract for NASA's space shuttle  program is
          subject to substantial  performance and financial risks.  Without
          cause,  the contract may be terminated for the convenience of the
          U.S. Government ("government"). Deliveries under the contract may
          be delayed or extended at the election of the government.  Future
          space   shuttle   launches   are   highly   dependent   upon  the
          international  space station.  Delays in space station components
          may delay launches and affect the RSRM production rates. Congress
          may change the

                                    -17-

<PAGE>


          funding  available to the contract.  Actions by the government or
          the  Company  may make the  amount of the  contract  fee  already
          booked  inappropriate,  thus  causing  a  retroactive  award  fee
          adjustment including possible  reimbursement to the government of
          fees the  government  has paid to the  Company.  The current "Buy
          III"  contract is expected  to continue  until  fiscal year 2001.
          Deliveries  are expected to be completed by 1999.  The Company is
          negotiating  the Buy IV  contract  with  expected  production  of
          thirty-five  flight sets through 2004. The terms of the Company's
          Buy IV award fee have not been finalized,  but are expected to be
          similar  to  the   structure  of  the  Buy  III  award  fee.  The
          profitability and cash flow of the Buy IV contract,  however, may
          not be at  current  levels.  NASA's  privatization  of the  Space
          Shuttle  Program  through United Space  Alliance could  adversely
          impact the  Company's  RSRM contract in the  out-years.  NASA has
          also  shown  initial  interest  in  developing  a Liquid Fly Back
          Booster  (LFBB)  as  an  alternative  propulsion  source  or as a
          replacement for the Company's RSRM motors.

(ii)      The Company's maintenance of non-RSRM space and defense contracts
          including the Minuteman  regrain and  commercial  launch  vehicle
          programs (collectively "programs") and the availability and award
          of future programs with the government and prime  contractors are
          subject  to the  risk  of  termination  or  renegotiation  by the
          government or failure of such programs to be funded. The level of
          Minuteman  production  may be  impacted by  international  treaty
          negotiations  limiting the  deployment  of ICBM's.  The Company's
          ability  to  successfully  compete  for and win new  programs  or
          retain current  programs is also dependent on the availability of
          program funding;  competition by others with the Company for such
          programs on price, quality, technology, facilities, delivery, and
          product performance; changes in Congressional funding objectives;
          and federal agency demand and program  management,  including but
          not   limited  to,   program   termination,   consolidation,   or
          privatization.  Other  risks  include  the  Company's  ability to
          successfully manage current programs,  obtaining or retaining new
          and existing  programs,  and the  profitability  of such programs
          with  satisfactory  return on investment on lower prices,  costs,
          and  unit  volumes  in a  shrinking  and  competitive  government
          procurement  environment.   Competitive  propulsion  systems  and
          technologies,  as well as ballistic  missile  surplus  propulsion
          inventory (both domestic and foreign),  can adversely  impact the
          success of the Company's  commercial  launch programs and ability
          to compete  successfully  for  government  strategic and tactical
          propulsion programs.

(iii)     The  products  and  services  sold by the Company to domestic and
          international  commercial  aerospace  markets  are subject to the
          risks of the cyclical nature of the aircraft market and the phase
          of such cycle at any point in time.  Delay or changes in aircraft
          and  component  orders and build  schedules may impact the future
          demand for Company products,  delivery,  and  profitability.  The
          Company's  major  aerospace  customers are large and may exercise
          their  market  power  among a number of  vendors,  including  the
          Company,   competing  for  their 

                                    -18-

<PAGE>


          business by exerting pricing pressure,  delivery,  inventory, and
          unit  volume   requirements.   Risks  to  the   Company   include
          management's  ability to maintain both product and  manufacturing
          qualifications,  meet  the  needs  of  its  major  customers  and
          regulatory agencies and maintain or improve margins and return on
          investment in light of competitive pricing pressures, unit demand
          and product  qualification,  and product  substitutions  by major
          customers.  The Company's potential inability to maintain product
          pricing,  as well as  availability,  delivery,  and  service  are
          important risk factors.

(iv)      The products  and  services  sold by the Company for domestic and
          international,   and  industrial  commercial  markets,  primarily
          through the Fastening Systems business segment and the Investment
          Castings  segment  represented by the Company's 62 percent equity
          investment  in Howmet,  are  subject to the risks of the level of
          general  economic   activity  and  industry  capacity  in  mature
          industrial   markets,   product   applications,   and  technology
          associated primarily with aircraft,  automotive,  transportation,
          power    generation,    construction,    and   other   industrial
          applications.  The  Fastening  Systems  segment is subject to the
          cyclical and economic  nature of the automotive  industry and the
          market power of large automotive original equipment manufacturers
          as to competition among vendors for pricing, delivery,  inventory
          and unit volumes.  The Company's business can also be affected by
          factors such as management's  ability to successfully  expand new
          and existing product lines,  including the successful integration
          of the Jacobson Manufacturing  operations, to improve margins and
          returns  on  investment  by   successfully   implementing   asset
          management,  pricing and cost reduction strategies. The Company's
          ability to maintain competitive products, pricing,  availability,
          delivery,  and  service  are  important  factors  in  maintaining
          customer  relationships  and  effectively  competing  with  other
          manufacturers.

(v)       Additional  future  increases in ownership  percentage  of Howmet
          will,  in part,  be dependent on the  favorable  operational  and
          financial  performance,  favorable economic conditions,  price of
          Howmet  common  stock,  and  the  availability  of  financing  at
          reasonable costs and on reasonable terms from the capital markets
          at the time the  Company  exercises  its  option to  acquire  the
          balance  of  the  equity   ownership  of  Howmet  from   Carlyle.
          Significant intangible values comprise Howmet asset values, which
          may not be  realized  by  stockholders  including  the Company if
          Howmet  were sold or  liquidated.  Howmet  remains  liable as the
          original issuer of the Purchase Notes, as defined in the Notes to
          the Company's financial statements,  due to be paid in January of
          1999,   held  in  a   Restricted   Trust   secured  by   Pechiney
          International,  a  French  Company  secured  by $772  million  in
          letters of credit issued by Banque  Nationale de Paris,  a French
          bank  with  a  Standard   &  Poor's   rating  of  A+  secured  by
          substantially  identical  "back-up"  letters of credit  issued by
          Caisse des Depots et Consignations, a French bank with a Standard
          & Poor's AAA credit  rating.  In the event that Pechiney fails to
          meet its  obligations  under the Restricted  Trust and both banks
          fail to meet their obligations under their respective  letters of
          credit, such events,

                                    -19-

<PAGE>


          which  management  believes  are  remote,  would  have a material
          effect on Howmet's financial condition and value of the Company's
          62 percent equity ownership of Howmet.

(vi)      Supplier and customer product qualifications are important to the
          Company as a purchaser and as a supplier. As a supplier,  loss or
          failure to maintain product or manufacturing  qualifications from
          major  customers  including the government  and major  commercial
          aerospace  and aircraft  manufacturers  and  automotive  original
          equipment  manufacturers  may  result  in  loss  of  markets  and
          business for the Company. Qualified vendors, component parts, and
          raw materials  qualifications are important to the Company in the
          manufacture of its products  including major  propulsion  systems
          such as the RSRM.  Vendor,  component parts and raw materials may
          be limited, and the loss of a major vendor as a supplier, has the
          potential to cause a major and material  delay in  production  or
          program performance.

(vii)     Raw  materials  used by the  Company's  Investment  Castings  and
          Fastening  Systems  segments  include  a  number  of  metals  and
          minerals,  including titanium, hafnium, aluminum, nickel, cobalt,
          molybdenum and chromium,  among others. Prices of these materials
          can be volatile,  and the Company engages in forward purchases of
          some of these  materials  under certain  market  conditions,  and
          passes certain price  fluctuations  through to customers pursuant
          to its  long-term  agreements.  The Company  ordinarily  does not
          otherwise  attempt to hedge the price risk of its raw  materials.
          For  some  of  the  supplies  and  raw  materials  it  purchases,
          including  certain  metals,   the  Company  has  no  fixed  price
          contracts or arrangements. Commercial deposits of certain metals,
          such as  cobalt,  nickel,  titanium,  and  molybdenum,  that  are
          required for the alloys used in precision  castings and aircraft,
          are  found in only a few  parts  of the  world,  and for  certain
          materials  only  single  sources  are  readily   available.   The
          availability  and prices of these metals and other  materials may
          be  influenced  by private or  governmental  cartels,  changes in
          world  politics,   unstable  governments  in  exporting  nations,
          production  interruptions,  inflation and other factors. Although
          the  Company has not  experienced  significant  shortages  of its
          supplies and raw  materials,  there can be no assurance that such
          shortages  will not occur in the future.  Any such  shortages  or
          prices  fluctuations  could have a material adverse effect on the
          Company.

(viii)    The  Company  maintains  a policy  of  hedging  foreign  currency
          transactions   and  economic   exposures  for  foreign   currency
          denominated  obligations.  The Company does not hedge against net
          asset  values  for  its  foreign  investments  attributed  to its
          foreign  subsidiaries  valued in local currencies.  To the extent
          the  Company's  foreign  revenue  base  grows and net asset  base
          expands,  as  the  result  of  the  Company's  increased  foreign
          business  activity,  the  Company's  exposure to adverse  foreign
          currency rate movement increases.  The Company's foreign currency
          risk  exposure is also  subject to the  stability  of the foreign

                                    -20-


<PAGE>

          currency  of the  country  where the  Company  maintains  foreign
          operations  or does  business.  The Company seeks to minimize the
          impact of adverse  foreign  currency rate  movements  through its
          hedging  policy.  The success of the hedging policy in preventing
          an  adverse  financial  result on  operations  in any  accounting
          period cannot be assured.

(ix)      The  Company  has  a  decentralized  Information  Systems  (I.S.)
          function,  in which  each of its three  major  business  segments
          operate autonomously with its own I.S. organization.  The Thiokol
          Propulsion  I.S.  organization  is  moving  toward  completing  a
          scheduled  three-year  Year  2000  date  readiness  project  that
          addresses  all major  production  applications  supported  by the
          propulsion  systems  segment.   The  project's  objective  is  to
          identify all date-related  program logic, to correct,  replace or
          eliminate all date processing problems, and to test and implement
          into production the corrected application  software.  The project
          is  on  schedule  with  over  80  percent  of  the  planned  work
          completed.  The project is expected to be  completed  by December
          31, 1998, with system-wide  testing activity occurring after that
          date. The estimated  cost for the project is $7.5 million,  which
          is being  expensed as incurred  over the  three-year  life of the
          project.  The Thiokol Propulsion I.S.  organization has requested
          its vendors of application or operating system software  products
          to provide a status and  commitment  regarding  the  readiness of
          their  respective  products  for the Year  2000.  Most  responses
          indicate  that  vendors  have  solutions  either in place or have
          scheduled future versions to correct this problem.

          Huck  (fastening  systems) uses  primarily  standard  commercial,
          vendor-supported application software products. These systems can
          be made Year 2000  compliant by upgrading to current  versions of
          the vendors'  software  products.  Huck recently  purchased a new
          Enterprise  Resource Planning (ERP) software product that is Year
          2000 and Euro compliant and will be implemented at all Huck sites
          over  the next  three  years.  During  the  next  twelve  months,
          approximately  one-half of Huck's facilities will be converted to
          the new  software,  thereby  avoiding the need to upgrade the old
          systems  at those  sites to  achieve  Year  2000  readiness.  All
          remaining sites,  meanwhile,  will be made compliant by upgrading
          to  current  versions  of  the  existing   software  products  as
          described  above.  This dual  approach will address all Year 2000
          readiness  requirements by June 30, 1999.  Those costs associated
          with  software   purchases  and  with  Year  2000  readiness  are
          estimated at $8.6 million.

          Howmet  (investment  castings) I.S. is actively  working its Year
          2000  readiness  issues.  All date logic  concerns on its central
          mainframe  applications and distributed server  applications have
          been  identified  and  remedial  action to correct or replace the
          problematic  code is  currently  under way.  Howmet is  currently
          reviewing  its various  remote plant  facilities  to identify and
          begin  implementing  any needed  changes  to both local  business
          applications  and shop  floor  control  systems.  All  corrective
          action projects are expected to be completed by June 30, 1999. To
          date, no material  risk of  non-compliance  has been  identified.
          Howmet

                                    -21-

<PAGE>

          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.  Early  responses
          have indicated no significant problems.

          Additionally, Howmet is installing several commercial application
          software  products,  at both its central  facility and at certain
          plant  sites,  to  further  address  their  Year 2000  readiness.
          Howmet's total estimated Year 2000 cost is $14.6 million,  spread
          over the three-year life of the project.

          During 1999,  all three  business  segments will focus on further
          evaluation of customer and supplier readiness, embedded processor
          systems,  risk  assessment,  worst case scenarios and contingency
          planning.  There can be no  guarantee  that the  systems of other
          companies  on which  the  Company's  systems  rely will be timely
          converted  and would not have an adverse  effect on the Company's
          systems.

(x)       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, January 1, 1999 - December 31, 2001, and after
          full Euro  conversion,  post July 1, 2002.  The Company  does not
          anticipate  any material  impact from the Euro  conversion on its
          computer  software plans.  Computer software changes necessary to
          comply with the Year 2000 issue are generally  compliant with the
          Euro  conversion  issue.   Enterprise   Resource  Planning  (ERP)
          software  being  implemented at Huck and Howmet as a part of Year
          2000  readiness  will  be Euro  compliant.  No  additional  costs
          related to Euro  compliance  are expected  for the ERP  software.
          Some expense is anticipated for minor system  modifications,  but
          is not expected to be material.  The Company's payroll system has
          not yet been examined and will require  modifications  to be Euro
          compliant.  The costs of payroll systems  modifications  are also
          undetermined.  The Company expects no Euro  conversion  impact to
          its Thiokol  Propulsion  business  segment.  The Company does not
          expect  any  material  impact  to  its  contracting  policies  or
          competitive  position on its three business  segments as a result
          of the Euro  conversion.  The Company is reviewing  the impact of
          the Euro conversion on its foreign  exchange  exposure  position.
          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  impact  will not have a material
          impact on the overall business operations of the Company.

                                    -22-

<PAGE>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
------------------------------------------------------------------

     Information  concerning the  quantitative  and qualitative  disclosure
about  market  risk are  included  on pages F-25 and F-40  through  F-41 of
Exhibit B, Financial Information, of the Company's Notice of Annual Meeting
and Proxy  Statement  for fiscal  year-ended  1998 and is  incorporated  by
reference herein.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------  -------------------------------------------

     The consolidated balance sheets of the Company as of June 30, 1998 and
1997,  and  the  consolidated   statements  of  income,   cash  flows,  and
stockholders'  equity for each of the three years in the period  ended June
30, 1998, and notes to consolidated  financial statements,  are included on
pages  F-4  through  F-29  of  Exhibit  B,  Financial  Information,  to the
Company's  Notice of Annual Meting and Proxy Statement for fiscal year 1998
and are incorporated herein by reference in Exhibit Number 13.

     Quarterly financial highlights are included on page F-29 to Exhibit B,
Financial  Information,  to the Company's Notice of Annual Meting and Proxy
Statement for the fiscal year ended 1998,  and are  incorporated  herein by
reference in Exhibit Number 13.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE
------  --------------------

         None.



                                  PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------

     Information  concerning  the  Company's  directors  and  nominees  for
director is included on pages 2 through 4 of the Company's definitive Proxy
Statement  dated  September  11,  1998,  and  is  incorporated   herein  by
reference.  Information concerning disclosure of delinquent filers pursuant
to Item  405 of  Regulation  S-K is set  forth  on page 8 of the  Company's
definitive  Proxy  Statement  dated September 11, 1998, and is incorporated
herein by reference.

     Information concerning the Company's Executive Officers is included on
pages 15 through 16 of Part I hereof.

                                    -23-

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

     Information  concerning executive compensation for fiscal year 1998 is
included on pages 8 through 12 of the Company's  definitive Proxy Statement
dated September 11, 1998, and is incorporated herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

     Information  concerning  beneficial  ownership of the Company's common
stock  is  included  on  pages 6 and 7 of the  Company's  definitive  Proxy
Statement  dated  September  11,  1998,  and  is  incorporated   herein  by
reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

         None.



                                  PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
------------------ ------------------------------------------------------

(a)  DOCUMENTS FILED AS PART OF THIS REPORT
---  --------------------------------------

     1. Financial Statements
     -----------------------

     The following  consolidated financial statements are included on pages
F-2 through F-29 of the Exhibit B, Financial Information,  to the Company's
Notice of Annual  Meeting  and Proxy  Statement  for the fiscal  year ended
1998, and are incorporated herein by reference in Exhibit Number 13:

     Management's Report on Financial Statements.

     Report of Ernst & Young LLP, Independent Auditors.

     Consolidated  Statements of Income -- Years ended June 30, 1998,  1997
     and 1996.

     Consolidated Balance Sheets -- June 30, 1998 and June 30, 1997.

                                    -24-

<PAGE>


     Consolidated  Statements  of Cash Flows -- Years ended June 30,  1998,
     1997 and 1996.

     Consolidated  Statements of  Stockholders'  Equity -- Years ended June
     30, 1998, 1997 and 1996.

     Notes to Consolidated Financial Statements.


     2. Financial Statement Schedules
     --------------------------------

     All  schedules  for  which  provision  is made  under  the  applicable
accounting regulation of the Securities and Exchange Commission are omitted
as they are either  not  required  under the  related  instructions  or are
otherwise inapplicable.


     3. Index to Exhibits
     --------------------

     Exhibit
      Number                      Description
      ------                      -----------

     (3)  Certificate of Incorporation and By-Laws.

          3.01      Restated  Certificate of  Incorporation of the Company,
                    effective  July 3, 1989:  Incorporated  by reference as
                    Exhibit 3 to Form 10-K for  fiscal  year ended June 30,
                    1989.

          3.02      Amended   By-Laws  of  the  Company:   Incorporated  by
                    reference  to Annex  IV to  Proxy  Statement/Prospectus
                    dated May 22, 1989,  for Special  Stockholders  meeting
                    held June 23, 1989.

          3.03      Amended  By-Laws of the  Company  dated  June 19,  1997
                    increasing   Board  of   Directors:   Incorporated   by
                    reference  as  Exhibit 3 to Form 10-K for  fiscal  year
                    ended June 30, 1997.

          3.04      Amended  Certificate of Incorporation  effective May 5,
                    1998: incorporated by reference as Exhibit 3(i) to Form
                    10-Q for the quarterly period ended March 31, 1998.

          3.05      Amended and Restated By-Laws  effective April 22, 1998:
                    Incorporated by reference as Exhibit 3(ii) to Form 10-Q
                    for the quarterly period ended March 31, 1998.


                                    -25-

<PAGE>

     (4)  Instruments  defining  the rights of security  holders  including
          indentures.

          4.01      Rights Agreement between Thiokol  Corporation and First
                    Chicago  Trust  Company  of New York:  Incorporated  by
                    reference to Exhibit 4 to Form 8-A dated May 28, 1997.

          4.02      See Exhibits 3.01, 3.02, 3.03, 3.04 and 3.05 above.

     (10) Material contracts.

          10.01     (1)1989 Stock Awards Plan: Incorporated by reference to
                    Annex VI to Proxy  Statement/Prospectus  dated  May 22,
                    1989,  for special  Stockholders  Meeting held June 23,
                    1989.

          10.02     (1)1989  Stock  Awards  Plan as amended by  stockholder
                    approval October 15, 1993: Incorporated by reference to
                    the  definitive  Proxy  Statement  dated  September 11,
                    1992.

          10.03     (1)Survivor Income Benefits Plan, amended through March
                    24,  1983:  Incorporated  by reference as Exhibit 10 to
                    Form 10-K for fiscal year ended June 30, 1989.

          10.04     (1)Arrangements  whereby  the Company  compensates  its
                    independent  auditors  for tax  services to certain key
                    executives  for  which  there is no  written  document:
                    Incorporated  by  reference  as Exhibit 10 to Form 10-K
                    for fiscal year ended June 30, 1989.

          10.05     (1)Form of Employment Agreement between the Company and
                    certain of its executive  officers  including the Chief
                    Executive  Officer  and the  other  four  highest  paid
                    executive   officers:   Incorporated  by  reference  as
                    Exhibit 10 to Form 10-K for fiscal  year ended June 30,
                    1989.

          10.06     Amended Form of Employment Agreement between certain of
                    its executive  officers  including the five most highly
                    compensated: Incorporated by reference as Exhibit 10 to
                    Form 10-K for fiscal year ended June 30, 1990.

          10.07     Credit Agreement dated September 30, 1993 among Thiokol
                    Corporation  and The First  National  Bank of  Chicago,
                    Bank of America National Trust and Savings Association,
                    NBD  Bank,   N.A.,  and  The  Northern  Trust  Company:
                    Incorporated  by  reference  as Exhibit 10 to Form 10-K
                    for fiscal  year ended June 30,  1994.

                                    -26-

<PAGE>

          10.08     (1)Thiokol Corporation Pension Plan (Second Restatement
                    Effective  January 1, 1989):  Incorporated by reference
                    as Exhibit  10 to Form 10-K for fiscal  year ended June
                    30, 1994.

          10.09     Huck  International,  Inc. Personal  Retirement Account
                    Plan  (Second  Restatement  Effective  as of January 1,
                    1992):  Incorporated by reference as Exhibit 10 to Form
                    10-K for fiscal year ended June 30, 1995.

          10.10     Huck   International,   Inc.   Supplemental   Executive
                    Retirement   Plan   (Effective    January   1,   1992):
                    Incorporated  by  reference  as Exhibit 10 to Form 10-K
                    for fiscal year ended June 30, 1995.

          10.11     Stock Purchase  Agreement by and among Thiokol  Holding
                    Company,  Carlyle-Blade  Acquisition Partners L.P., and
                    Blade  Acquisition Corp. dated as of December 13, 1995:
                    Incorporated  by  reference  as Exhibit 10 to Form 10-Q
                    for the quarterly period ended December 31, 1995.

          10.12     Shareholders'  Agreement by and among  Thiokol  Holding
                    Company,  Carlyle-Blade Acquisition Partners, L.P., and
                    Blade  Acquisition Corp. dated as of December 13, 1995:
                    Incorporated  by  reference  as Exhibit 10 to Form 10-Q
                    for the quarterly period ended December 31, 1995.

          10.13     Registration  Rights  Agreement  by and  between  Blade
                    Acquisition   Corp.,   Thiokol   Holding   Company  and
                    Carlyle-Blade  Acquisition  Partners,  L.P. dated as of
                    December 13, 1995: Incorporated by reference as Exhibit
                    10 to Form 10-Q for the quarterly period ended December
                    31, 1995.

          10.14     Holding  Management  Agreement  by and  between  Howmet
                    Corporation  and Thiokol  Holding  Company  dated as of
                    December 13, 1995: Incorporated by reference as Exhibit
                    10 to Form 10-Q for the quarterly period ended December
                    31, 1995.

          10.15     Thiokol Transaction Fee Agreement by and between Howmet
                    Holdings  Acquisition  Corp.  and  Thiokol  Corporation
                    dated  as  of  December  13,  1995:   Incorporated   by
                    reference as Exhibit 10 to Form 10-Q for the  quarterly
                    period ended December 31, 1995.

          10.16     Amended  Certificate of  Designations,  Preferences and
                    Relative,  Participating,  Optional,  and Other Special
                    Rights   of   Preferred   Stock   and   Qualifications,
                    Limitations,  and Restrictions thereof of 9.0% Series A
                    Senior Cumulative  Preferred Stock of

                                    -27-

<PAGE>

                    Blade Acquisition  Corp.:  Incorporated by reference as
                    Exhibit 10 to Form 10-Q for the quarterly  period ended
                    December 31, 1995.

          10.17     Standstill  Agreement  by  and  among  Thiokol  Holding
                    Company, Thiokol Corporation, Carlyle-Blade Acquisition
                    Partners,  L.P. et al.  dated as of December  13, 1995:
                    Incorporated  by  reference  as Exhibit 10 to Form 10-Q
                    for the quarterly period ended December 31, 1995.

          10.18     Collateral    Custodial    Agreement   by   and   among
                    Carlyle-Blade   Acquisition   Partners  L.P.,   Thiokol
                    Holding  Company,   and  the  First  National  Bank  of
                    Chicago:  Incorporated  by  reference  as Exhibit 10 to
                    Form 10-Q for the quarterly  period ended  December 31,
                    1995.

          10.19     Credit  Agreement  dated  as of  May  23,  1996,  among
                    Thiokol  Corporation  and The  First  National  Bank of
                    Chicago.  Incorporated  by  reference  as Exhibit 10 to
                    Form 10-K for fiscal year ended June 30, 1996.

          10.20     Thiokol    Corporation    1996   Stock   Awards   Plan:
                    Incorporated   by  reference  as  Exhibit  A  to  Proxy
                    Statement dated September 20, 1996.

          10.21     (1)Thiokol    Corporation     Supplemental    Executive
                    Retirement Plan amended and restated effective June 16,
                    1997.

          10.22     (1)Thiokol  Corporation Executive Bonus Plan as amended
                    and restated effective June 16, 1997.

          10.23     (1)Thiokol  Corporation  Key  Executive  Bonus  Plan as
                    amended and restated effective June 16, 1997.

          10.24     (1)Thiokol    Corporation   Key   Executive   Long-Term
                    Incentive  Plan as amended and restated  effective June
                    16, 1997.

          10.25     (1)Huck  International,  Inc.  Excess  Benefit Plan for
                    Selected  Employees amended and restated effective June
                    16, 1997.

          10.26     (1)Thiokol  Corporation Grant Agreement Incentive Stock
                    Option amended and restated June 16, 1997.

          10.27     (1)Thiokol  Corporation  Grant Agreement  Non-qualified
                    Stock Option amended and restated June 16, 1997.

                                    -28-

<PAGE>


          10.28     (1)Cordant Technologies Inc. Directors Restricted Stock
                    Agreement dated July 1, 1998.

          10.29     Thiokol  Corporation  $150,000,000  6-5/8% Senior Notes
                    Due  2008:  Incorporated  by  reference  to  prospectus
                    Supplement to prospectus dated February 26, 1998.

          10.30     Stock Purchase  Agreement among Huck Industrial,  Inc.,
                    Harvey  Jacobson  as  Trustee  to the  Harvey  Jacobson
                    Revocable Trust No. 2, dated as of March 13, 1998.

     (11) Statement re computation of per share earnings.

          Statement re computation of per share earnings of the Company and
          subsidiaries  for the three years ended June 30, 1998,  1997, and
          1996  are   included  on  page  F-19  of  Exhibit  B,   Financial
          Information,  to the Company's Notice of Annual Meeting and Proxy
          Statement for fiscal year 1998 and are  incorporated by reference
          in Exhibit No. 13.

     (13) Annual Report to security holders.

          Applicable  sections of the Annual Report to  Stockholders of the
          Company  for  fiscal  year  1998  are  contained  in  Exhibit  B,
          Financial  Information,  pages F-1 through  F-46 of the Notice of
          Annual Meeting and Proxy Statement incorporated by reference.

     (21) Subsidiaries of the registrant.

          Subsidiaries of the Company.

     (23) Consents.

          Consent of Ernst & Young LLP, independent auditors.

     (27) Financial Data Schedule.


(b)  REPORTS ON FORM 8-K
---  -------------------

     Form 8-K filed June 16,  1998.  Item 5 - Other  Events - News  release
     reporting completion of the acquisition of Jacobson Manufacturing.

                                    -29-

<PAGE>



     Form 8-K  filed  May 5,  1998.  Item 5 - Other  Events - News  release
     reporting change of corporate name from Thiokol Corporation to Cordant
     Technologies Inc.





































------------

(1)Management  contract or compensatory plan or arrangement has been filed as
   an Exhibit to this Form 10-K pursuant to Item 14c.

                                    -30-


<PAGE>



                                 SIGNATURES
                                 ----------


     Pursuant to the  requirements of Section 13 or 15(d) 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,  as of
the 24th day of September 1998.

                                    CORDANT TECHNOLOGIES INC.
                                           (Registrant)




                                    By  /s/ Richard L. Corbin
                                            Richard L. Corbin
                                            Senior Vice President and
                                            Chief Financial Officer



     Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant  in the  capacities  indicated,  as of the 24th day of September
1998.


 SIGNATURE                                      TITLE
 ---------                                      -----



/s/ James R. Wilson         Chairman of the Board, President, Chief Executive
    James R. Wilson         Officer and Director
                            (Principal Executive Officer)



/s/ Richard L. Corbin       Senior Vice President and Chief Financial Officer
    Richard L. Corbin       (Principal Financial Officer)


/s/ Michael R. Ayers        Vice President and Controller
    Michael R. Ayers        (Principal Accounting Officer)

                                    -31-

<PAGE>

/s/ Neil A. Armstrong       Director
    Neil A. Armstrong


/s/ Michael P.C. Carns      Director
    Michael P.C. Carns


/s/ Edsel D. Dunford        Director
    Edsel D. Dunford


/s/ U. Edwin Garrison       Director
    U. Edwin Garrison


_______________________     Director
    Steven G. Lamb


_______________________     Director
    David J. Lesar


/s/ Charles S. Locke        Director
    Charles S. Locke


/s/ D.Larry Moore           Director
    D.Larry Moore



/s/ William O.Studeman      Director
    William O.Studeman


/s/ Donald C. Trauscht      Director
    Donald C. Trauscht


                                    -32-

<PAGE>


                                                             EXHIBIT (21)




                 SUBSIDIARIES OF CORDANT TECHNOLOGIES INC.


     The following is a list of operating  subsidiary  corporations  of the
     Company  as of June 30,  1998.  Certain  subsidiaries  not  considered
     significant have been omitted.


                                                             State or Other
                                                               Jurisdiction
Subsidiary                                                 of Incorporation
----------                                                 ----------------

Huck International, Inc.... .......................................Delaware

Huck S.A.............................................................France

Huck International Ltd.......................................United Kingdom

Thiokol Holding Company............................................Delaware

Howmet International Inc...........................................Delaware

Howmet Corporation.................................................Delaware

Howmet Holdings Corporation........................................Delaware

Howmet Cercast (Canada), Inc.........................................Canada

Howmet Cercast (U.S.A.), Inc.......................................Delaware

Howmet Ltd...................................................United Kingdom

Howmet Refurbishment Inc...........................................Delaware

Howmet S.A...........................................................France

Howmet Tempcraft, Inc..................................................Ohio

                                    -33-

<PAGE>



                                                                EXHIBIT (23)



                      Consent of Independent Auditors


     We consent to the  incorporation  by reference  in this Annual  Report
(Form 10-K) of Cordant Technologies Inc. of our report dated July 31, 1998,
included in Exhibit B, to the Cordant  Technologies  Inc.  Notice of Annual
Meeting and Proxy Statement.

     We also consent to the  incorporation by reference in the Registration
Statements Form S-3 No.  333-1753,  and Form S-8, Nos.  33-18630,  33-2921,
33-10316,  2-76672,  2-90885,  33-38322, and 33-22965 pertaining to certain
Retirement  Savings and Investment  Plans and Stock Option Plans of Cordant
Technologies  Inc. of our report dated July 31,  1998,  with respect to the
consolidated financial statements of Cordant Technologies Inc. incorporated
by reference in the Annual Report (Form 10-K) of Cordant  Technologies Inc.
for the year ended June 30, 1998.



                                        /s/    ERNST & YOUNG LLP


Salt Lake City, Utah
September 24, 1998














                                    -34-