As filed with the Securities and Exchange Commission on June 23, 2004


                                                    Registration No. 333-114218


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                        PRE-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933




                           Titanium Metals Corporation
             (Exact name of registrant as specified in its charter)

               Delaware                     3341                  13-5630895
(State or other jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer
 incorporation or organization)   Classification Code Number)   Identification
                                                                    Number)
                            1999 Broadway, Suite 4300
                             Denver, Colorado 80202
                                 (303) 296-5600
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)


                                J. Landis Martin
          Chairman of the Board, President and Chief Executive Officer
                           Titanium Metals Corporation
                            1999 Broadway, Suite 4300
                             Denver, Colorado 80202
                                 (303) 296-5600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   Copies to:
                               Don M. Glendenning
                                 Toni Weinstein
                            Locke Liddell & Sapp LLP
                          2200 Ross Avenue, Suite 2200
                               Dallas, Texas 75201
                               Tel: (214) 740-8000
                               Fax: (214) 740-8800


     Approximate  date  of  commencement  of  proposed  sale to the  public:  As
promptly as possible upon effectiveness of this Registration Statement.


     If the  securities  being  registered  on this  form are being  offered  in
connection  with the formation of a holding company and there is compliance with
General Instruction G, check the following box: |_|

     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering. |_|

     If this form is a  post-effective  amendment  filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|



                         CALCULATION OF REGISTRATION FEE



================================================ ================ =================== ================== =============
                                                                   Proposed Maximum
                                                                    Offering Price    Proposed Maximum    Amount of
    Title of Each Class of Securities to be                            per Unit        Offering Price    Registration
                  Registered                                                                                 Fee
                                                   Amount to be
                                                   Registered
------------------------------------------------ ---------------- ------------------- ------------------ -------------
------------------------------------------------ ---------------- ------------------- ------------------ -------------
                                                                                                 
6 3/4% Series A Convertible Preferred Stock          4,024,820 (1)       $46.50(2)        $187,154,130(3)    $23,713(5)
------------------------------------------------ ---------------- ------------------- ------------------ -------------
------------------------------------------------ ---------------- ------------------- ------------------ -------------
Common Stock (4)                                  1,341,607 (4)          N/A                 N/A             N/A
================================================ ================ =================== ================== =============



(1)  Represents  the maximum number of shares of Titanium  Metals  Corporation 6
     3/4% Series A Convertible  Preferred Stock (the "Series A Preferred Stock")
     issuable upon the  consummation  of the exchange offer for 6?%  Convertible
     Preferred   Securities,   Beneficial   Unsecured   Convertible   Securities
     (including the associated guarantee) of TIMET Capital Trust I (the "BUCS").

(2)  Estimated  solely for the  purposes of  calculating  the  registration  fee
     pursuant to Rule  457(f)(2)  under the  Securities  Act of 1933, as amended
     (the "Securities  Act"), based on the closing price of the BUCS on April 1,
     2004 as reported on Nasdaq's website.

(3)  Calculated pursuant to Rule 457(f)(1) under the Securities Act.


(4)  Represents  the  maximum  number  of  shares  of  common  stock as shall be
     issuable  upon  conversion  of the  Series  A  Preferred  Stock  registered
     hereunder  calculated  without  giving  effect to the  consummation  of the
     proposed   five-for-one  split  of  such  common  stock,  and  assuming  no
     subsequent  adjustment to the conversion  rate (with any additional  shares
     issued  as a  result  of such  stock  split or any  such  adjustment  being
     registered hereunder). No additional consideration will be received for the
     common stock and therefore no registration fee is required pursuant to Rule
     457(i) under the Securities Act.

(5)  Previously paid in connection  with the initial filing of the  Registration
     Statement on April 5, 2004.


     The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.


                   SUBJECT TO COMPLETION, DATED JUNE 23, 2004


The information in this prospectus may change.  We may not sell these securities
until  the  registration  statement  filed  with  the  Securities  and  Exchange
Commission  is  effective.  This  prospectus  is  not an  offer  to  sell  these
securities and we are not soliciting offers to buy these securities in any state
where the offer or sale is not permitted.

PROSPECTUS

                           TITANIUM METALS CORPORATION
                                Offer to Exchange
         4,024,820 Shares of 6 3/4% Series A Convertible Preferred Stock
                         of Titanium Metals Corporation
                           for all of the outstanding
           6?% Convertible Preferred Securities, Beneficial Unsecured
                             Convertible Securities
                      (including the associated guarantee)
                            of TIMET Capital Trust I


     We are  offering  to  exchange  4,024,820  shares  of our 6 3/4%  Series  A
Convertible  Preferred  Stock (the  "Series A  Preferred  Stock") for all of the
outstanding  4,024,820  6  5/8%  Convertible  Preferred  Securities,  Beneficial
Unsecured  Convertible  Securities,  liquidation  preference  $50 per  security,
including the associated  guarantee (the "BUCS"),  of TIMET Capital Trust I (the
"Capital  Trust")  that are  properly  tendered and accepted for exchange on the
terms  set  forth  in  this  prospectus  and  in  the  accompanying   Letter  of
Transmittal, which we refer to together as the exchange offer.

     The  exchange  offer is  subject  to  important  conditions.  However,  the
exchange  offer is not subject to any minimum  amount of the BUCS being tendered
by  the  expiration  of  the  exchange  offer.  See  pages  42  through  43  for
instructions on how to tender BUCS in this exchange offer.

     The  exchange  offer will  expire at 12:00  midnight  New York City time on
_________,  2004,  unless we extend it. We will announce any extensions by press
release or other  permitted  means no later than 9:00 a.m. on the  business  day
after expiration of the exchange offer. You may withdraw any BUCS tendered until
the expiration of the exchange offer.


     The BUCS are not  listed on any  securities  exchange  or  included  in any
automated quotation system. The BUCS are quoted on the Pink Sheets and traded in
the  over-the-counter  market  under  the  symbol  "TMCXP."  According  to these
sources,  the closing  price for the BUCS was $_____ per BUCS on June __,  2004.
Our  common  stock is listed on the New York  Stock  Exchange  under the  symbol
"TIE." The  closing  price of our common  stock was $_____ per share on June __,
2004.  Each of the BUCS is  currently  convertible  into .1339 of a share of our
common stock. Assuming the consummation of the proposed five-for-one stock split
described in this prospectus, each of the BUCS will be convertible into .6695 of
a share of our common  stock and each share of Series A Preferred  Stock will be
convertible into one and two-thirds shares of our common stock. We do not intend
to apply to list the Series A Preferred Stock on any securities  exchange or for
the inclusion of the Series A Preferred Stock in any automated quotation system.


     The exchange offer is described in detail in this  prospectus,  and we urge
you to read it carefully, including the risk factors beginning on page 12.


     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS ACCURATE OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.


________________, 2004

                                TABLE OF CONTENTS


                                                                        Page
                                                                        ----
QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER............................1

SUMMARY...................................................................5
   The Exchange Offer.....................................................5
   Purposes of the Exchange Offer.........................................5
   Conditions to the Exchange Offer.......................................6
   Tenders and Withdrawals of BUCS........................................6
   Acceptance of BUCS.....................................................6
   Consequences to Holders of BUCS Who Do Not Exchange Their BUCS.........6
   Amendment of the Exchange Offer........................................7
   Use of Proceeds; Fees and Expenses of the Exchange Offer...............7
   Tax Consequences to Holders of the BUCS................................7
   Tax Consequences to TIMET..............................................7
   Accounting Treatment - TIMET...........................................7
   Regulatory Approvals...................................................7
   TIMET..................................................................8
   The Information Agent..................................................8
   The Exchange Agent.....................................................8
   Summary Comparison of BUCS to Series A Preferred Stock.................9

RISK FACTORS.............................................................12
   Risks Relating to the Exchange Offer..................................12
   Risks Relating to Ownership of our Securities.........................13
   Risks Relating to Our Business........................................15

SELECTED CONSOLIDATED FINANCIAL DATA.....................................19

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS..........22

CAPITALIZATION ..........................................................34

MARKET AND MARKET PRICES.................................................35

DESCRIPTION OF THE EXCHANGE OFFER........................................37
   Background and Purposes of the Exchange Offer.........................37
   Terms of the Exchange Offer; Period for Tendering.....................39
   Important Reservation of Rights Regarding the Exchange Offer..........40
   Conditions to the Exchange Offer......................................40
   Procedures for Tendering..............................................42
   Tender of BUCS Through DTC............................................42
   Book-Entry Transfer...................................................43
   Guaranteed Delivery Procedures........................................43
   Acceptance of BUCS and Delivery of Series A Preferred Stock...........44
   Withdrawal Rights.....................................................44
   Exchange Agent and Information Agent..................................45
   Fees and Expenses.....................................................45
   Transfer Taxes........................................................45
   Consequences of Failure to Properly Tender BUCS in the Exchange Offer.45

CONFLICTS OF INTEREST....................................................46

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS..........................48
   The Exchange..........................................................48
   Series A Preferred Stock..............................................49

                                       i


   Consequences to TIMET.................................................51
   Information Reporting and Backup Withholding..........................51
   Tax Return Disclosure and Investor List Requirements..................51

DESCRIPTION OF THE SERIES A PREFERRED STOCK..............................52
   General...............................................................52
   Rank..................................................................52
   Dividends.............................................................52
   Liquidation Preference................................................54
   Optional Redemption...................................................54
   No Maturity or Sinking Fund or Redemption.............................55
   Voting Rights.........................................................55
   Conversion Rights.....................................................56
   Conversion Price Adjustments..........................................57
   Global Securities.....................................................59
   Transfer Agent and Registrar..........................................60

DESCRIPTION OF THE BUCS..................................................60
   Distributions.........................................................60
   Option to Extend Distribution Payment Periods.........................61
   Rights Upon Extension of Distribution Payment Periods.................61
   Conversion............................................................61
   Liquidation Amount....................................................61
   Redemption............................................................62
   Guarantee.............................................................62
   Voting Rights.........................................................62
   Tax Event Redemption; Distribution Upon a Tax Event or Investment
    Company Event........................................................62
   Margin Regulations....................................................63

LEGAL MATTERS............................................................63

EXPERTS..................................................................63

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS.........................63

WHERE YOU CAN FIND MORE INFORMATION......................................65


     You should rely only on information contained in this prospectus. No one is
authorized to provide you with information that is different from that contained
in this  prospectus.  The contents of any website referred to in this prospectus
are not part of this prospectus.

     The  exchange  offer is not  being  made to (nor  will  tenders  of BUCS be
accepted from or on behalf of holders of BUCS) in any  jurisdiction in which the
making of the exchange offer is not in compliance  with  applicable laws of such
jurisdiction.  The information  contained in this prospectus is accurate only as
of its date regardless of the time of delivery of this prospectus or of any sale
of the Series A Preferred Stock.

     This prospectus  incorporates  important business and financial information
about  us that is not  included  in or  delivered  with  this  prospectus.  This
information is available without charge to security holders upon written or oral
request to Office of the Corporate Secretary,  Titanium Metals Corporation, 1999
Broadway,  Suite 4300, Denver,  Colorado 80202; telephone number (303) 296-5600.
In  order  to  obtain  timely  delivery,   security  holders  must  request  the
information no later than five business days prior to the  expiration  date. You
may  also  obtain  a copy of such  information  from  our  Internet  website  at
www.timet.com.

                                       ii

                 QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER

     The following are some questions  regarding the exchange offer that you may
have as a holder of BUCS and the answers to those questions. We urge you to read
carefully the remainder of this prospectus and the related letter of transmittal
because the  information in this section is not complete.  Additional  important
information  is contained in the remainder of this  prospectus and the letter of
transmittal.


Q:   What will I receive in the exchange offer?

A:   If you decide to accept the exchange  offer,  you will receive one share of
     our  Series A  Preferred  Stock  for each  BUCS  validly  tendered  and not
     properly withdrawn in the exchange offer.

     Certain  of our  affiliates  have  indicated  that  they  intend  to tender
     1,727,700 BUCS in the exchange  offer,  or 42.9% of the  outstanding  BUCS,
     which represent all of the BUCS beneficially owned by such affiliates.


Q:   Why is TIMET making this exchange offer?


A:   The  exchange  of BUCS for shares of Series A Preferred  Stock will,  among
     other  things,  improve our  consolidated  balance  sheet by  reducing  our
     outstanding  indebtedness and increasing our stockholders' equity. For more
     information   on   this,   please   see   "Description   of  the   Exchange
     Offer--Background and Purposes of the Exchange Offer."


Q:   When does TIMET expect to complete the exchange offer?

A:   The exchange offer is expected to expire on _____________,  2004.  However,
     we may extend  the  exchange  offer for any  reason and we will  extend the
     exchange offer to comply with SEC rules.  See  "Description of the Exchange
     Offer--Terms of the Exchange Offer; Period for Tendering."

Q:   How do I participate in the exchange offer?

A:   To tender your BUCS, you should do the following:

     o    if you hold BUCS through The  Depository  Trust  Company,  tender such
          BUCS pursuant to its Automated Tender Offer Program, or ATOP;

     o    if you hold physical certificates evidencing BUCS, complete and sign a
          letter  of  transmittal  and the  other  documents  described  in this
          prospectus to American Stock Transfer and Trust Company,  the exchange
          agent for the exchange offer; or

     o    if you hold BUCS through a broker or other third party,  or in "street
          name," follow the  instructions  in this prospectus on how to instruct
          them to tender the BUCS on your behalf,  as well as submit a letter of
          transmittal and the other documents described in this prospectus.

     For more  information  about the  procedures for tendering your BUCS in the
     exchange  offer,  see  "Description of the Exchange  Offer--Procedures  for
     Tendering."

Q:   Will I receive  accrued  and  unpaid  distributions  with  respect  to BUCS
     accepted for exchange?

A:   Yes. Upon  expiration of the exchange  offer,  we will also pay accrued and
     unpaid  distributions with respect to the BUCS up to the date of acceptance
     on all BUCS accepted for exchange.

                                       1


Q:   Can I withdraw my BUCS from the exchange offer once I've tendered them?

A:   Yes.  To  withdraw  your BUCS from the  exchange  offer,  send a written or
     facsimile  transmission  notice of withdrawal to the exchange  agent at the
     appropriate address specified on the back cover of this prospectus prior to
     the expiration  date. Your notice of withdrawal must comply as to form with
     the  requirements  set forth in this  prospectus.  See  "Description of the
     Exchange Offer--Withdrawal Rights."

Q:   Will I have to pay any fees or commissions  for tendering into the exchange
     offer?

A:   If you are the record owner of your BUCS and you tender your BUCS  directly
     to the exchange agent, you will not have to pay any fees or commissions. If
     you hold your BUCS through a broker, bank or other nominee, and your broker
     tenders the BUCS on your behalf, your broker may charge you a fee for doing
     so. You should  consult  your  broker or nominee to  determine  whether any
     charges will apply.

Q:   Will I be taxed on the exchange of BUCS for Series A Preferred Stock?

A:   We believe that the  exchange of BUCS for Series A Preferred  Stock will be
     treated  as a  recapitalization  for  U.S.  federal  income  tax  purposes.
     Accordingly,  holders  of  BUCS  who  participate  in  the  exchange  offer
     generally will not recognize gain or loss in connection  with the exchange.
     See "Material U.S. Federal Income Tax Considerations."

Q:   What dividends will I receive on the Series A Preferred Stock?


A:   We currently  intend to pay cumulative  dividends on the Series A Preferred
     Stock at the rate of 6 3/4% of the  liquidation  preference  per  year,  or
     $3.375 per share per year. Our U.S. bank credit facility  currently permits
     the payment of  dividends  on the Series A Preferred  Stock  unless  excess
     availability,  as determined  under the credit  facility,  is less than $25
     million. In addition, if any BUCS remain outstanding after the consummation
     of the  exchange  offer,  the BUCS will be senior to the Series A Preferred
     Stock with  respect to dividend  rights,  and we may pay  dividends  on the
     Series A  Preferred  Stock  unless  we have  exercised  our  right to defer
     interest payments on our 6.625% Convertible Junior Subordinated  Debentures
     due 2026 (the "Subordinated Debentures") relating to the BUCS.


Q:   Are there any  consequences  to TIMET if it does not pay  dividends  on the
     Series A Preferred Stock?


A:   Yes.  Whenever we don't pay dividends for 12 or more quarters,  the holders
     of the Series A Preferred Stock will have the right to elect one additional
     member  of our  board  of  directors.  See  "Description  of  the  Exchange
     Offer--Voting  Rights."  However,  the value or  importance of these voting
     rights  may be  limited.  See  the  Risk  Factor  entitled  "Our  principal
     stockholder  and some of our directors  and officers have  interests in the
     exchange  offer that are  different  from, or in addition to, or that might
     conflict  with,  the  interests  of the holders of the BUCS or the Series A
     Preferred Stock."


Q:   Has the TIMET board of directors or any other person made a  recommendation
     on the exchange offer?


A:   The exchange offer has been unanimously  approved by the outside members of
     our board of  directors  and  unanimously  approved by our entire  board of
     directors  with J.  Landis  Martin (who  beneficially  owns  113,000  BUCS)
     abstaining.  None of the other  members  of our board  abstained  from such
     votes.  Two of the  members of our board,  Glenn R.  Simmons  and Steven L.
     Watson,  also serve as directors of Valhi, Inc. ("Valhi") and, as such, may
     be deemed to beneficially own the 14,700 BUCS owned by Valhi, although each
     disclaims beneficial ownership of such BUCS.

     Our board of  directors  has not made any  determination  that the exchange
     ratio  represents  a fair  valuation  of the BUCS or the Series A Preferred
     Stock,  and  we  have  not  retained  and  do  not  intend  to  retain  any
     unaffiliated  representative  to act  solely on behalf of the  holders  for
     purposes of negotiating the terms of the exchange offer and/or  preparing a
     report concerning the fairness of the exchange offer. In addition,  we have
     not  authorized  anyone to make a  recommendation  regarding  the  exchange

                                       2


     offer.  The value of the Series A  Preferred  Stock may not equal or exceed
     the  value  of  the  BUCS,  and  we do  not  take  a  position  or  make  a
     recommendation  as to  whether  you ought to  participate  in the  exchange
     offer.  See the Risk Factor  entitled "We have not  obtained a  third-party
     determination  that the  exchange  offer is fair to holders of the BUCS and
     the exchange  ratio may not  represent a fair  valuation of the BUCS or the
     Series A  Preferred  Stock."  You must  make your own  investment  decision
     whether  to tender  your BUCS in the  exchange  offer  based  upon your own
     assessment of the market value of the BUCS,  the likely value of the Series
     A Preferred Stock and your investment objectives.



Q:   Are there any  conflicts of interest  related to the exchange  offer that I
     should be aware of?

A:   Yes, our principal  stockholder and some of our directors and officers have
     interests in the exchange offer that are different from, or in addition to,
     or that might  conflict  with,  the  interests  of the holders of the BUCS.
     These  interests are described  below.  Our board of directors was aware of
     these interests when it approved the exchange offer.

     Harold C.  Simmons  may be  deemed  to  beneficially  own  1,614,700  BUCS,
     representing approximately 40.1% of the outstanding BUCS. This is comprised
     of 1,600,000  BUCS directly  owned by Mr.  Simmons'  spouse and 14,700 BUCS
     directly owned by Valhi.  Mr. Simmons' spouse and Valhi have indicated that
     they intend to tender the BUCS they  directly  own in the  exchange  offer.
     Assuming that these BUCS are so tendered, and depending upon how many other
     BUCS are tendered, upon the consummation of the exchange offer, Mr. Simmons
     could be deemed to beneficially  own at least a majority of the outstanding
     shares of Series A  Preferred  Stock.  In such a case,  Mr.  Simmons  would
     control the voting  rights of the  holders of the Series A Preferred  Stock
     with  respect to the election of an  additional  director in the event that
     dividends  on the Series A Preferred  Stock are in arrears for 12 quarterly
     periods.  In  addition,  the  affirmative  vote  of  holders  of  at  least
     two-thirds  of the  outstanding  shares  of  Series  A  Preferred  Stock is
     required to approve  certain  transactions  that may adversely  affect such
     holders.  If Mr. Simmons could be deemed to  beneficially  own in excess of
     two-thirds of the outstanding  shares of Series A Preferred Stock, he would
     also  control  the voting  rights of the  holders of the Series A Preferred
     Stock  with  respect  to  these  matters,  thereby  limiting  the  value or
     importance  of the voting  rights  associated  with the Series A  Preferred
     Stock.

     Assuming the  conversion of only the BUCS that Valhi and Mr. Simmons own or
     may  be  deemed  to  beneficially   own,  Mr.  Simmons  may  be  deemed  to
     beneficially own  approximately  52.6% of our outstanding  shares of common
     stock.  Mr.  Simmons is the  Chairman  of the Board of Contran  Corporation
     ("Contran"),  Valhi and Tremont LLC, a  wholly-owned  subsidiary  of Valhi.
     Substantially all of Contran's  outstanding  voting stock is held by trusts
     established for the benefit of certain  children and  grandchildren  of Mr.
     Simmons,  of  which  Mr.  Simmons  is the sole  trustee,  or is held by Mr.
     Simmons or persons or other entities  related to Mr.  Simmons.  Mr. Simmons
     may be deemed to control each of Contran, Valhi, Tremont LLC and TIMET. Mr.
     Simmons  disclaims  beneficial  ownership of all shares of our common stock
     and BUCS.

     Glenn R. Simmons, the brother of Harold C. Simmons, is Vice Chairman of the
     Board of each of  Contran,  Valhi and  Tremont LLC and a director of TIMET.
     Steven L. Watson is President and a director of each of Contran and Tremont
     LLC;  President,  Chief  Executive  Officer and a director of Valhi;  and a
     director of TIMET. Messrs. Simmons and Watson owe fiduciary duties to these
     other  entities and their  stockholders  and these duties may conflict with
     the fiduciary duties they owe to us and our stockholders.  As a director or
     executive  officer of Valhi and Tremont  LLC,  each of Messrs.  Simmons and
     Watson  may be deemed to  beneficially  own 35,200  shares of TIMET  common
     stock and 14,700 BUCS owned by Valhi and  1,261,850  shares of TIMET common
     stock owned by Tremont LLC, although each disclaims beneficial ownership of
     such securities.

     J. Landis Martin, our Chairman of the Board,  President and Chief Executive
     Officer,   beneficially  owns  113,000  BUCS,   representing  2.8%  of  the
     outstanding  BUCS. Mr. Martin has indicated that he intends to tender these
     BUCS in the exchange  offer.  Assuming the conversion of only the BUCS that
     Mr.  Martin  beneficially  owns and the exercise of all of his  exercisable
     stock options,  Mr. Martin may be deemed to beneficially own  approximately
     4.6% of our outstanding shares of common stock.

                                       3


     Please see  "Conflicts  of  Interest"  and the Risk  Factor  entitled " Our
     principal stockholder and some of our directors and officers have interests
     in the exchange  offer that are different  from, or in addition to, or that
     might conflict with, the interests of the holders of the BUCS or the Series
     A Preferred Stock."

Q:   If I decide not to tender, how will the exchange offer affect my BUCS?

A:   The BUCS are quoted on the Pink  Sheets and traded in the  over-the-counter
     market,  but are not listed on Nasdaq or any stock exchange nor are they on
     the OTCBB.  There are no market  makers for the BUCS.  As described  above,
     certain of our affiliates  beneficially  own an aggregate of  approximately
     42.9% of the  outstanding  BUCS, and these  affiliates  have indicated that
     they intend to tender their BUCS in the exchange offer. We therefore expect
     that the number of outstanding BUCS will be  substantially  lower after the
     completion of the exchange offer. As a result,  the trading market for BUCS
     outstanding  immediately  after the exchange offer is likely to become more
     limited.  If a market for the unexchanged BUCS exists after consummation of
     the exchange offer,  the BUCS may trade at a discount to the price at which
     they would trade if the exchange offer had not been consummated,  depending
     on prevailing  interest rates, the market for similar  securities and other
     factors.


Q:   Do I have to participate in the exchange offer?

A:   No. The exchange offer is voluntary. It is up to each holder of the BUCS to
     determine  whether  or not to tender  all or a  portion  of its BUCS in the
     exchange offer.

Q:   Are there any differences between holding BUCS and holding shares of Series
     A Preferred Stock?


A:   Yes.  There  are  important  differences,   including  differences  between
     distribution/dividend  rights,  conversion  rights,  the  option  to extend
     payment periods,  the taxation of  distributions/dividends,  voting rights,
     liquidation  rights and  redemption  rights.  Please see the section of the
     Summary entitled "Summary Comparison of BUCS to Series A Preferred Stock."


Q:   What are the conditions to the exchange offer?


A:   The  exchange  offer is subject to various  conditions,  including  the SEC
     declaring the registration  statement and any  post-effective  amendment to
     the registration  statement covering the Series A Preferred Stock effective
     under the  Securities  Act of 1933, as amended.  The exchange offer is also
     subject to the  approval by the holders of our common stock of the exchange
     offer  described in this  prospectus and of an amendment to our certificate
     of incorporation.  Holders of our common stock will vote on these proposals
     at our annual stockholders' meeting scheduled to be held on August 5, 2004.
     Holders  of  approximately  52.8%  of our  outstanding  common  stock  have
     indicated that they intend to have such shares  represented at this meeting
     and to vote such shares for these  proposals.  If all such shares are voted
     as indicated,  these  proposals will be approved.  See  "Description of the
     Exchange Offer--Conditions to the Exchange Offer."


Q:   Where can I find more information about TIMET?

A:   You can find more  information  about TIMET from various sources  described
     under "Where You Can Find More Information."

Q:   Whom do I call if I have  any  questions  on how to  tender  my BUCS or any
     other questions relating to the exchange offer?

A:   Questions  and requests  for  assistance  may be directed to Innisfree  M&A
     Incorporated  at its  address  and  telephone  number set forth on the back
     cover of this prospectus.

                                       4

                                     SUMMARY


     This summary highlights  material  information from this prospectus and may
not contain all of the  information  that is important to you. To understand the
exchange offer better, you should read this entire document  carefully,  as well
as those  additional  documents  to which we refer you.  See "Where You Can Find
More Information."  References in this prospectus to "TIMET," "we," "us," "our,"
"the company" and "our company"  refer to Titanium  Metals  Corporation  and its
consolidated subsidiaries unless otherwise specified.

     On March 24, 2004,  our board of directors  approved a  five-for-one  stock
split in the form of a dividend of four shares of common stock for each share of
common stock  outstanding.  The effectiveness of this stock split is conditioned
upon  approval  by  our  stockholders  of an  amendment  to our  certificate  of
incorporation  to increase the number of authorized  shares of common stock from
9,900,000 to 90,000,000 and the number of authorized  shares of preferred  stock
from 100,000 to 10,000,000.  Stockholders will vote to approve this amendment at
our annual stockholders  meeting scheduled to be held on August 5, 2004. Holders
of approximately  52.8% of our outstanding shares of common stock have indicated
that they intend to have such  shares  represented  at this  meeting and to vote
such shares for this amendment.  If all such shares are voted as indicated,  the
amendment will be approved.  Accordingly,  where appropriate in this prospectus,
we have  presented  the  conversion  rate of the BUCS and the Series A Preferred
Stock as well as the applicable per share amounts,  other than historical market
prices, on an adjusted basis to reflect the proposed five-for-one stock split.


                               The Exchange Offer

The Exchange Offer

     TIMET is  offering  to  exchange  4,024,820  shares of our 6 3/4%  Series A
Convertible  Preferred Stock for all of the  outstanding  4,024,820 BUCS, or one
share of  Series A  Preferred  Stock for each  outstanding  BUCS,  accepted  for
exchange.  Upon  completion of the exchange  offer, we will also pay accrued and
unpaid  distributions  with respect to the BUCS  accepted for exchange up to the
date of acceptance on all BUCS accepted for exchange.

     The  exchange  offer will  expire at 12:00  midnight  New York City time on
_________, 2004 unless we decide to extend it. We may extend the expiration date
for any reason.  If we decide to extend it, we will  announce any  extensions by
press release or other  permitted  means no later than 9:00 a.m.,  New York City
time, on the business day after the scheduled expiration of the exchange offer.


     Certain  of our  affiliates  have  indicated  that  they  intend  to tender
1,727,700 BUCS in the exchange offer, or 42.9% of the  outstanding  BUCS,  which
represent all of the BUCS beneficially owned by such affiliates.

     You should also be aware that on March 24, 2004, we announced  that we were
resuming  payment of interest  on the  Subordinated  Debentures  relating to the
BUCS,  and on April 15,  2004,  we paid all such  previously-deferred  interest,
which  aggregated  $21.0 million.  Concurrent  with the payment of such deferred
interest on the  Subordinated  Debentures,  on April 15, 2004, the Capital Trust
paid all  previously-deferred  distributions on the BUCS, which aggregated $21.0
million. Please see "Market and Market Prices."


     The  exchange  offer is not being made to, nor will we accept  tenders  for
exchange from,  holders of BUCS in any  jurisdiction in which the exchange offer
or the  acceptance of it would not be in compliance  with the securities or blue
sky laws of such jurisdiction.


Purposes of the Exchange Offer

     The primary  purposes of the exchange offer are to improve our consolidated
balance  sheet by reducing  our  outstanding  indebtedness  and  increasing  our
stockholders'  equity,  and to eliminate  the  mandatory  redemption  obligation
relating to the BUCS thereby  increasing our future liquidity.  For a discussion
of the factors  considered  by our board of  directors in making its decision to
approve  the  exchange   offer,   please  see   "Description   of  the  Exchange
Offer--Background and Purposes of the Exchange Offer."


                                       5

Conditions to the Exchange Offer

     The  exchange  offer  is  subject  to  various  conditions,  including  the
following:


     o    the SEC declaring the registration  statement of which this prospectus
          is a part  and  any  post-effective  amendment  to  this  registration
          statement effective under the Securities Act of 1933, as amended; and

     o    the approval by the holders of our common stock of the exchange  offer
          described in this prospectus and of an amendment to our certificate of
          incorporation  to increase the number of common and  preferred  shares
          that we are authorized to issue.



     Holders of our common  stock will vote on both of the  proposals  described
above at our  annual  stockholders'  meeting  scheduled  to be held on August 5,
2004.  Holders  of  approximately  52.8% of our  outstanding  common  stock have
indicated  that they intend to have such shares  represented at this meeting and
to vote  such  shares  for  these  proposals.  If all such  shares  are voted as
indicated,  these proposals will be approved.  See  "Description of the Exchange
Offer--Conditions to the Exchange Offer."


Tenders and Withdrawals of BUCS

     If you desire to tender your BUCS in the exchange offer, you must do one of
the following, as appropriate:

     o    if you hold BUCS through The Depository Trust Company ("DTC"),  tender
          such BUCS pursuant to its Automated Tender Offer Program, or ATOP;

     o    if you hold physical certificates evidencing BUCS, complete and sign a
          letter  of  transmittal  and the  other  documents  described  in this
          prospectus to American Stock Transfer and Trust Company,  the exchange
          agent for the exchange offer; or

     o    if you hold BUCS through a broker or other third party,  or in "street
          name," follow the  instructions  in this prospectus on how to instruct
          them to tender the BUCS on your behalf,  as well as submit a letter of
          transmittal and the other documents described in this prospectus.

     If all conditions to the exchange  offer are met or waived,  promptly after
the expiration date we will exchange all BUCS validly tendered and not withdrawn
prior to the expiration  date. We will  determine in our  reasonable  discretion
whether  any BUCS have been  properly  tendered.  Please  carefully  follow  the
instructions contained in this prospectus on how to tender your BUCS.

     If you decide to tender BUCS in the exchange  offer,  you may withdraw them
at any time prior to the expiration of the exchange offer.


     Please  see  pages 42  through  43 for  instructions  on how to  tender  or
withdraw your BUCS.


Acceptance of BUCS

     We will  accept  all BUCS  validly  tendered  and not  withdrawn  as of the
expiration  of the  exchange  offer and will issue the Series A Preferred  Stock
promptly  after  expiration  of the  exchange  offer.  We will  accept  BUCS for
exchange after the exchange agent has received a timely book-entry  confirmation
of  transfer  of BUCS into the  exchange  agent's  account at DTC and a properly
completed  and executed  letter of  transmittal.  Our oral or written  notice of
acceptance  to the  exchange  agent will be  considered  our  acceptance  of the
exchange offer.


Consequences to Holders of BUCS Who Do Not Exchange Their BUCS

     If all of the holders of the BUCS do not  exchange  their BUCS for Series A
Preferred Stock, the unexchanged BUCS will remain outstanding without any change
to  their  existing  terms  or  provisions.  However,  because  holders  of BUCS
representing  approximately  42.9% of the  outstanding  BUCS have indicated that
they  intend to tender  their BUCS in the  exchange  offer,  we expect  that the
number of outstanding BUCS will be  substantially  lower after the completion of
the exchange  offer.  We believe that this may reduce the liquidity of and price
at which the remaining BUCS might trade after the exchange offer.


                                       6



Amendment of the Exchange Offer

     We reserve the right not to accept any of the BUCS tendered,  and otherwise
to interpret or modify the terms of this exchange  offer,  provided that we will
comply with  applicable  laws that require us to extend the period  during which
BUCS may be  tendered  or  withdrawn  as a result of  changes in the terms of or
information relating to the exchange offer.

Use of Proceeds; Fees and Expenses of the Exchange Offer

     We will not receive any cash proceeds from this exchange  offer.  BUCS that
are properly  tendered  and  exchanged  pursuant to the  exchange  offer will be
retired and  cancelled.  Accordingly,  our issuance of Series A Preferred  Stock
will not result in any cash  proceeds  to us. We estimate  that the  approximate
total cost of the exchange offer will be $300,000.

Tax Consequences to Holders of the BUCS


     We believe that the  exchange of BUCS for Series A Preferred  Stock will be
treated as a recapitalization for U.S. federal income tax purposes. Accordingly,
holders  of BUCS  who  participate  in the  exchange  offer  generally  will not
recognize  gain or loss in connection  with the  exchange.  Please see "Material
U.S. Federal Income Tax Considerations" beginning on page 48.


Tax Consequences to TIMET

     TIMET will recognize  cancellation of indebtedness  income for U.S. federal
income tax  purposes in an amount  equal to the excess,  if any, of the adjusted
issue price of the  Subordinated  Debentures  attributable to the exchanged BUCS
over the fair market  value of the Series A  Preferred  Stock on the date of the
exchange.  However,  any income  generated from the exchange would  generally be
offset against TIMET's existing net operating loss carryforward ($114 million at
December 31, 2003) and would be reduced by the carrying value of any unamortized
deferred financing costs related to the BUCS purchased in the exchange that will
be written  off. The  exchange is not  expected to result in a  significant  tax
liability.     Please    see    "Material     U.S.     Federal     Income    Tax
Considerations--Consequences to TIMET."

Accounting Treatment-TIMET

     At the  consummation  of the  exchange  offer,  all of the  BUCS  that  are
accepted for exchange in the exchange offer will be cancelled,  the Subordinated
Debentures related to the BUCS accepted for exchange will be eliminated from our
consolidated  balance sheet and the Series A Preferred  Stock issued in exchange
for  the  BUCS  will  be  reflected  as  part  of  stockholders'  equity  on our
consolidated  balance sheet. For financial reporting  purposes,  with respect to
all BUCS purchased in the exchange offer, we will recognize a gain or loss equal
to the  difference,  if any,  between  the  carrying  value of the  Subordinated
Debentures  eliminated  from our  consolidated  balance  sheet and the shares of
Series A Preferred Stock issued in the exchange,  which will be recorded at fair
value on the date the exchange is  completed,  reduced by the carrying  value of
any  unamortized  deferred  financing costs related to the BUCS purchased in the
exchange offer that will be written off.

     For financial  reporting  purposes,  interest  expense on the  Subordinated
Debentures  is  included in the  determination  of our  consolidated  net income
(loss).  Dividends on the Series A Preferred  Stock would not be included in the
determination of our consolidated net income (loss),  although  dividends on the
Series A Preferred  Stock would be included in the  determination  of net income
(loss) available for common stockholders.


     Please see "Selected  Consolidated  Financial  Data"  beginning on page 19,
Unaudited Pro Forma Condensed  Consolidated  Financial  Statements" beginning on
page 22 and "Capitalization" on page 34.


Regulatory Approvals

     We may not complete the exchange offer until the registration statement, of
which this  prospectus is a part,  is declared  effective by the SEC. We are not
aware of any other  regulatory  approvals  necessary  to complete  the  exchange
offer.

                                       7


TIMET

     TIMET was  originally  formed in 1950 and was  incorporated  in Delaware in
1955.  TIMET is one of the world's  leading  producers  of  titanium  sponge and
titanium melted and mill products.  We are the only producer with major titanium
production  facilities  in both  the  United  States  and  Europe,  the  world's
principal markets for titanium consumption.


     On March 24, 2004, we announced  that our board of directors had approved a
five-for-one  stock  split  to be paid in the  form  of a stock  dividend  to be
declared  and  paid  subsequent  to  the  approval  of our  stockholders  of the
amendment  to our  certificate  of  incorporation  to increase the number of our
authorized  shares.  Following  the  approval of the  amendment,  we will file a
certificate of amendment to our certificate of  incorporation  with the Delaware
Secretary of State and apply to the New York Stock Exchange, on which our common
stock is listed,  for the listing of additional shares of our common stock to be
issued in the stock split. The stock split will become effective on the business
day  following  the later of the date on which our  certificate  of amendment is
accepted for filing by the Delaware Secretary of State and the date on which our
supplemental  listing  application  is approved by the New York Stock  Exchange.
Stockholders  of record at the close of business on the  effective  date will be
entitled to receive  four  additional  shares of our common stock for each share
then held. The distribution of the additional  shares will be made as soon as is
practicable after the effective date of the stock split.


     Our executive  offices are located at 1999  Broadway,  Suite 4300,  Denver,
Colorado 80202; the telephone number at those offices is (303) 296-5600.


     For additional information concerning TIMET, please see "Where You Can Find
More Information" beginning on page 65.


The Information Agent

     Questions  and requests  for  assistance  may be directed to Innisfree  M&A
Incorporated,  the information  agent for the exchange offer, at its address and
telephone number set forth on the back cover of this prospectus.

The Exchange Agent

     American  Stock  Transfer and Trust Company will act as exchange  agent for
purposes of processing  tenders and  withdrawals of BUCS in the exchange  offer.
The addresses and telephone  numbers of the exchange  agent are set forth on the
back cover of this prospectus.

     We will  pay the  exchange  agent  and  information  agent  reasonable  and
customary  fees for  their  services  and will  reimburse  them for all of their
reasonable out-of-pocket expenses.

                                       8



Summary Comparison of BUCS to Series A Preferred Stock

     The  following  comparison  of the terms of and  certain of the related tax
considerations  relating to the BUCS and the Series A Preferred  Stock is only a
summary.  For a more detailed description of the terms of the Series A Preferred
Stock,  please see  "Description  of the Series A  Preferred  Stock." For a more
detailed  discussion of the BUCS,  please see  "Description  of the BUCS." For a
more detailed  discussion of the tax  considerations,  please see "Material U.S.
Federal Income Tax Considerations."



                                                BUCS                                     Series A Preferred Stock
                                  ----------------------------                     -----------------------------------
                                                                      
Issuer                    TIMET Capital Trust I                             Titanium Metals Corporation

Securities Offered        4,024,820 6 5/8% Convertible Preferred Securities,4,024,820 shares of 6 3/4% Series A Convertible
                          Beneficial Unsecured Convertible Securities       Preferred Stock

Liquidation Preference    $50 per BUCS.                                     $50 per share.


Distributions/ Dividends  Payable quarterly in arrears at the annual rate   Accumulate from the initial issuance date and
                          of 6 5/8% of the liquidation preference           payable quarterly in arrears, when, as and if
                          (equivalent to $3.3125 per BUCS per year) on      declared by our board of directors, at the rate
                          each March 1, June 1, September 1 and December    of 6 3/4% of the liquidation preference (equivalent
                          1, subject to the extension of the payment        to $3.375 per share per year).  We currently
                          periods described below.  Our U.S. bank credit    intend to pay such dividends.  Our U.S. bank
                          facility currently permits the payment of         credit facility currently permits the payment of
                          distributions on the BUCS unless excess           dividends on the Series A Preferred Stock unless
                          availability, as determined under the credit      excess availability, as determined under the
                          facility, is less than $25 million.               credit facility, is less than $25 million.  In
                                                                            addition, if any BUCS remain outstanding after the
                                                                            consummation of the exchange offer, the BUCS will
                                                                            be senior to the Series A Preferred Stock with
                                                                            respect to dividend rights, and we may not pay
                                                                            dividends on the Series A Preferred Stock if we
                                                                            have exercised our right to defer interest payments
                                                                            on the Subordinated Debentures.  Please see the
                                                                            Risk Factor entitled "Our ability to pay cash
                                                                            dividends on the Series A Preferred Stock is subject
                                                                            to restrictions."



Option to Extend          Payment of distributions may be deferred for      None, however dividends will be paid only when,
Distribution Payment      successive periods not exceeding 20               as and if declared by our board of directors.
Periods                   consecutive quarters.  Deferred distributions     Dividends will accrue whether or not declared.  No
                          will continue to accumulate, compounded           interest will be payable in respect of any dividend
                          quarterly at the distribution rate. If BUCS are   payment that may be in arrears.
                          converted into common stock during an
                          extension period, the holder will not generally
                          be entitled to receive any accumulated and
                          unpaid distributions with respect to such BUCS.


                                       9




                                                BUCS                                     Series A Preferred Stock
                                  ----------------------------                     -----------------------------------

                                                                         
Taxation of               As a result of the Capital Trust's right to defer Dividends are taxable only when paid.  Dividends
Distributions/            distribution payments, holders must include       that are qualified dividends paid to persons or
Dividends                 original interest discount (which will continue   entities that are taxed as individuals through 2008
                          to accrue during extension periods) as income     will generally be taxed at the long-term capital
                          on an accrual basis before the receipt of cash.   gains rate, which currently is a maximum of 15%,
                                                                            subject to certain limitations. Corporate holders
                          Because income accruing constitutes interest      are entitled to a dividends-received deduction for
                          for federal income tax purposes, corporate        dividends received.  See "Material U.S. Federal
                          holders thereof will not be entitled to a         Income Tax Considerations - Series A Preferred
                          dividends-received deduction for any              Stock".
                          distributions received.


Conversion                Convertible into .1339 of a share of TIMET        Convertible into one-third of a share of TIMET
                          common stock (at a conversion price of $373.40    common stock (at a conversion price of $150.00
                          per share.)  Assuming the consummation of our     per share.)  Assuming the consummation of our
                          proposed five-for-one stock split, convertible    proposed five-for-one stock split, convertible
                          into .6695 of a share of TIMET common stock (at   into one and two-thirds shares of TIMET common
                          a conversion price of $74.68 per share),          stock (at a conversion price of $30.00 per
                          subject to adjustment.                            share), subject to adjustment.

Ranking                   On parity, and payments will be made on a pro     With respect to dividend rights and rights upon
                          rata basis, with the common securities of the     our liquidation, dissolution or winding up:
                          Capital Trust, except that upon the occurrence
                          of an event of default under the declaration of   o   senior to all classes or series of our
                          trust of the Capital Trust, the rights of the         common stock, and to any other class or
                          holders of BUCS to receive payment of periodic        series of our capital stock issued by us not
                          distributions and payments upon liquidation,          referred to in the second and third bullet
                          redemption and otherwise will be senior to the        points of this paragraph;
                          rights of the holders of such common securities.
                                                                            o   on parity with all equity securities issued by
                                                                                us in the future the terms of which specifically
                                                                                provide that such equity securities rank on a
                                                                                party with the Series A Preferred Stock with
                                                                                respect to dividend rights or rights upon our
                                                                                liquidation, dissolution or winding up.

                                                                            o   junior to all equity securities issued by us in
                                                                                the future the terms of which specifically
                                                                                provide that such equtiy securities rank senior
                                                                                to the Series A Preferred Stock with respect to
                                                                                dividend rights or rights upon our liquidation,
                                                                                dissolution or winding up.

                                       10






                                                BUCS                                     Series A Preferred Stock
                                  ----------------------------                     -----------------------------------


                                                                         
Voting Rights             None prior to conversion.                         Generally none.  However, if dividends are in
                                                                            arrears for twelve or more quarterly periods,
                                                                            holders will be entitled to vote for the election
                                                                            of one additional director until all dividend
                                                                            arrearages and the dividend for the then current
                                                                            period have been paid or declared and a sum
                                                                            sufficient for the payment thereof set aside for
                                                                            payment.  In addition, some changes that would be
                                                                            materially adverse to the rights of holders of
                                                                            the Series A Preferred Stock cannot be made
                                                                            without the affirmative vote of the holders of at
                                                                            least two-thirds of the shares of Series A
                                                                            Preferred Stock, voting as a single class.  For
                                                                            additional considerations relating to your voting
                                                                            rights, please see the Risk Factor entitled "Our
                                                                            principal stockholder and some of our directors
                                                                            and officers have interests in the exchange offer
                                                                            that are different from, or in addition to, or
                                                                            that might conflict with, the interests of the
                                                                            holders of the BUCS or the Series A Preferred
                                                                            Stock."

Optional Redemption       Redeemable at our option at the following         We may not redeem any shares of Series A
                          prices (expressed as percentages of the           Preferred Stock at any time before the third
                          principal amount of the Subordinated              anniversary of the date of issuance.  At any time
                          Debentures held by the Capital Turst) for         and from time to time on or after the third
                          redemption during the 12-month period             anniversary of the date of issuance, we may
                          beginning December 1:                             redeem all or part of the Series A Preferred Stock
                               YearRedemption Prices                        for cash at a redemption price equal to 100% of the
                               ---------------------                        liquidation preference, plus accumulated but
                               2003     101.9875%                           unpaid dividends, if any, to the redemption date,
                               2004     101.3250%                           but only if, prior to the date we give notice of such
                               2005     100.6625%                           redemption, the closing sale price of our common
                          and 100% on or after December 1, 2006.            stock has exceeded the conversion price in effect
                                                                            for 30 consecutive trading days, subject to
                          Our U.S. bank credit facility currently permits   adjustment.  If dividends on the Series A Preferred
                          the redemption of BUCS unless excess              Stock are in arrears, we may not redeem any
                          availability, as determined under the credit      shares of Series A Preferred Stock. In addition,
                          facility, is less than $25 million.               our U.S. bank credit facility currently permits the
                                                                            redemption of the Series A Preferred Stock unless
                                                                            excess availability, as determined under the credit
                                                                            facility, is less than $25 million.  Also, if any
                                                                            BUCS remain outstanding after the consummation
                                                                            of the exchange offer, we may not redeem the
                                                                            Series A Preferred Stock during any period in
                                                                            which we have exercised our right to defer interest
                                                                            payments on the Subordinated Debentures.


Mandatory Redemption      The Capital Trust must redeem the BUCS on         None.
                          December 1, 2026, upon acceleration of the
                          Subordinated Debentures or upon early
                          redemption of the Subordinated Debentures.


Guarantee                 TIMET has irrevocably guaranteed, on a            None.
                          subordinated and unsecured basis, certain
                          payments of distribution, redemption and
                          liquidation preferences with respect to the
                          BUCS.



                                       11

                                  RISK FACTORS


     An investment in the Series A Preferred  Stock  involves a number of risks.
Some of these risks are also  applicable  to  ownership of BUCS.  Risks  related
specifically  to your  participation  or failure to  participate in the exchange
offer, and risks related to ownership of the Series A Preferred Stock that would
not be applicable to risks related to ownership of the BUCS, are discussed under
the caption "Risks  Relating to the Exchange  Offer." Risks related to ownership
of the Series A Preferred  Stock that would also be  applicable to risks related
to ownership of the BUCS are  discussed  under the captions  "Risks  Relating to
Ownership of our Securities" and "Risks Relating to our Business."


     You should carefully consider the risks described below in deciding whether
to tender your BUCS.

Risks Relating to the Exchange Offer


Our principal  stockholder and some of our directors and officers have interests
in the exchange offer that are different  from, or in addition to, or that might
conflict  with,  the  interests  of the  holders  of the  BUCS or the  Series  A
Preferred Stock.

     Our board of directors  was aware of these  interests  when it approved the
exchange offer.  These interests are described below and in the section entitled
"Conflicts of Interest."

     Harold C.  Simmons  may be  deemed  to  beneficially  own  1,614,700  BUCS,
representing  approximately  40.1% of the outstanding BUCS. This is comprised of
1,600,000  BUCS directly owned by Mr.  Simmons'  spouse and 14,700 BUCS directly
owned by Valhi. Mr. Simmons' spouse and Valhi have indicated that they intend to
tender the BUCS they  directly own in the exchange  offer.  Assuming  that these
BUCS are so tendered, and depending upon how many other BUCS are tendered,  upon
the  consummation  of the  exchange  offer,  Mr.  Simmons  could  be  deemed  to
beneficially  own at least a  majority  of the  outstanding  shares  of Series A
Preferred  Stock. In such a case, Mr. Simmons would control the voting rights of
the holders of the Series A Preferred  Stock with  respect to the election of an
additional  director in the event that dividends on the Series A Preferred Stock
are in arrears for 12 quarterly  periods.  In addition,  the affirmative vote of
holders of at least  two-thirds of the outstanding  shares of Series A Preferred
Stock is required to approve certain transactions that may adversely affect such
holders.  If Mr.  Simmons  could be  deemed  to  beneficially  own in  excess of
two-thirds of the outstanding  shares of Series A Preferred Stock, he would also
control the voting  rights of the  holders of the Series A Preferred  Stock with
respect to these matters, thereby limiting the value or importance of the voting
rights associated with the Series A Preferred Stock.

     Assuming the  conversion of only the BUCS that Valhi and Mr. Simmons own or
may be deemed to beneficially own, Mr. Simmons may be deemed to beneficially own
approximately  52.6% of our outstanding  shares of common stock.  Mr. Simmons is
the  Chairman of the Board of Contran,  Valhi and  Tremont  LLC, a  wholly-owned
subsidiary of Valhi.  Substantially all of Contran's outstanding voting stock is
held by trusts established for the benefit of certain children and grandchildren
of Mr.  Simmons,  of which Mr.  Simmons is the sole  trustee,  or is held by Mr.
Simmons or persons or other entities related to Mr. Simmons.  Mr. Simmons may be
deemed to control each of Contran,  Valhi,  Tremont LLC and TIMET.  Mr.  Simmons
disclaims beneficial ownership of all shares of our common stock and BUCS.

     Glenn R. Simmons, the brother of Harold C. Simmons, is Vice Chairman of the
Board of each of Contran,  Valhi and Tremont LLC and a director of TIMET. Steven
L.  Watson is  President  and a director  of each of Contran  and  Tremont  LLC;
President,  Chief Executive  Officer and a director of Valhi;  and a director of
TIMET.  Messrs.  Simmons and Watson owe fiduciary duties to these other entities
and their  stockholders  and these duties may conflict with the fiduciary duties
they owe to us and our stockholders. As a director or executive officer of Valhi
and  Tremont  LLC,  each  of  Messrs.  Simmons  and  Watson  may  be  deemed  to
beneficially  own 35,200  shares of TIMET  common stock and 14,700 BUCS owned by
Valhi and 1,261,850 shares of TIMET common stock owned by Tremont LLC,  although
each disclaims beneficial ownership of such securities.


                                       12




     J. Landis Martin, our Chairman of the Board,  President and Chief Executive
Officer,  beneficially  owns 113,000 BUCS,  representing 2.8% of the outstanding
BUCS.  Mr.  Martin has  indicated  that he  intends to tender  these BUCS in the
exchange  offer.  Assuming  the  conversion  of only  the BUCS  that Mr.  Martin
beneficially owns and the exercise of all of his exercisable stock options,  Mr.
Martin may be deemed to beneficially own  approximately  4.6% of our outstanding
shares of common stock.


     Please see "Conflicts of Interest."

We have not obtained a third-party determination that the exchange offer is fair
to holders of the BUCS and the exchange ratio may not represent a fair valuation
of the BUCS or the Series A Preferred Stock.

     The exchange offer has been unanimously  approved by the outside members of
our board of directors and unanimously approved by our entire board of directors
with J. Landis Martin (who beneficially  owns 113,000 BUCS) abstaining.  None of
the other members of our board of directors abstained from such votes. Our board
of directors has not made any determination that the exchange ratio represents a
fair  valuation  of the BUCS or the Series A  Preferred  Stock,  and we have not
retained  and do not intend to retain  any  unaffiliated  representative  to act
solely on behalf of the holders for  purposes  of  negotiating  the terms of the
exchange offer and/or preparing a report concerning the fairness of the exchange
offer.  In  addition,  we have not  authorized  anyone to make a  recommendation
regarding the exchange offer.  The value of the Series A Preferred Stock may not
equal or exceed the value of the BUCS,  and we do not take a position  or make a
recommendation as to whether you ought to participate in the exchange offer.

The Series A Preferred Stock will be subordinate to our  indebtedness and to the
BUCS,  and the  terms of our  indebtedness  or the BUCS  could  prevent  us from
fulfilling our obligations under the Series A Preferred Stock.

     We have credit facilities in the United States and Europe  (principally the
United Kingdom). At March 31, 2004, we had no outstanding borrowings under these
facilities,  and  our  borrowing  availability  under  all of  these  facilities
aggregated approximately $134 million. Our U.S. bank credit facility permits the
payment of dividends  and  redemption of the Series A Preferred  Stock,  in each
case unless excess availability, as defined in the credit facility, is less than
$25 million.  If we borrow under our U.S. credit facility in the future,  we may
not be able to make dividend payments on or redeem the Series A Preferred Stock.

     At March 31,  2004,  the  aggregate  principal  amount  of the  outstanding
Subordinated  Debentures was  approximately  $207.5 million.  If any BUCS remain
outstanding  after the  consummation  of the  exchange  offer,  the BUCS will be
senior to the Series A Preferred  Stock with  respect to dividend  rights,  and,
unless  we  have  exercised  our  right  to  defer  interest   payments  on  the
Subordinated  Debentures,  we may pay dividends on the Series A Preferred Stock.
Also,  we may not redeem the Series A  Preferred  Stock  during such an interest
deferral period.

     In  addition,  in the event of our  bankruptcy,  liquidation,  dissolution,
reorganization or similar  proceeding,  our indebtedness and other  liabilities,
including  the  Subordinated  Debentures,  will  rank  senior  to the  Series  A
Preferred  Stock,  and  the  holders  of  any  of  our  indebtedness  and  other
liabilities  will be entitled to  satisfaction of any amounts owed them prior to
payment of the liquidation preference of any capital stock, including the Series
A Preferred Stock.

Risks Relating to Ownership of our Securities

If an active  trading  market for the Series A Preferred  Stock does not develop
following  the  exchange  offer,  you may not be able to  resell  your  Series A
Preferred Stock.

     As is the case with  respect  to the  BUCS,  there is  currently  no public
market for the  Series A  Preferred  Stock.  We have not  applied  and we do not
intend  to  apply  for the  listing  of the  Series  A  Preferred  Stock  on any
securities  exchange or for the inclusion of the Series A Preferred Stock in any
automated quotation system.  Therefore, as is the case with respect to the BUCS,


                                       13




it is not likely that an active trading market for the Series A Preferred  Stock
will develop or be sustained.  In addition,  the liquidity of any trading market
in the Series A Preferred Stock and the market price quoted for shares of Series
A Preferred  Stock may be  impacted  by changes in the overall  market for these
securities  and by changes in our financial  performance  or prospects or in the
prospects of companies in our industry  generally.  Investors'  interest may not
lead to a liquid  trading  market and the market price of the Series A Preferred
Stock may be volatile.  Accordingly, you may not be able to resell your Series A
Preferred Stock at prices at or above either the historical sales prices for the
BUCS or the value of the Series A Preferred  Stock at the time of  acceptance of
tenders of BUCS for exchange, or at all.

The market value of our securities could fluctuate due to various factors,  some
of which are beyond our control.

     As with other  securities,  including  the BUCS,  the trading  price of the
Series A Preferred  Stock will depend on many factors,  some of which are beyond
our control and all of which may change from time to time, including:


     o    prevailing  interest  rates,  increases  in which may have an  adverse
          effect on the trading price of the Series A Preferred Stock;

     o    the market for similar securities;

     o    general economic and financial market conditions;

     o    the  attractiveness  of securities  of companies in our  industry,  in
          comparison to other companies;

     o    the market's  perception of our growth  potential and potential future
          cash dividends;

     o    government action or regulation; and

     o    our financial condition, performance and prospects.


     Because  the Series A  Preferred  Stock is  convertible  into shares of our
common stock,  the trading price of the Series A Preferred Stock may be affected
by fluctuations in the market price of our common stock. The price of our common
stock has fluctuated significantly. See "Market and Market Prices" on page 35.

     We also may issue from time to time additional shares of Series A Preferred
Stock or shares of  preferred  stock of a  different  class or series.  Sales of
substantial amounts of additional shares of preferred stock, or the issuances of
preferred stock with rights and preferences different from those of the Series A
Preferred  Stock,  or the perception  that these sales or issuances could occur,
may reduce the  prevailing  market  price for the Series A Preferred  Stock.  In
addition,  the sale of these shares  could  impair our ability to raise  capital
through a sale of additional equity securities.

Our  business  operations  may not  generate  the cash  needed  to  service  our
indebtedness and pay dividends on our securities.

     Our ability to make payments on our  indebtedness,  including the BUCS, and
pay dividends on our securities,  including the Series A Preferred Stock, and to
fund planned capital expenditures will depend on our ability to generate cash in
the future.  We may not generate  sufficient cash flow in the future, or be able
to borrow  sufficient  amounts  of cash,  to enable us to make  payments  on our
indebtedness  and pay dividends on our securities or to fund our other liquidity
needs.

Our ability to pay cash  dividends or interest on our  securities may be subject
to restrictions.

     In addition to the current restrictions  discussed in the risk factor above
entitled "The Series A Preferred  Stock will be subordinate to our  indebtedness
and to the BUCS, and the terms of our  indebtedness or the BUCS could prevent us
from fulfilling our obligations under the Series A Preferred Stock," our ability
to pay dividends on our securities,  including the Series A Preferred  Stock, or
interest on the BUCS,  may be  restricted  under the terms of future  agreements
governing our  indebtedness.  Also,  under  Delaware law, we can generally  make
payments  of cash  dividends  only from our  "surplus"  (the excess of our total
assets over the sum of our total  liabilities  plus the amount of our capital as
determined  by our board of  directors)  or  profits  from the year in which the
dividend is paid or the prior year; however, we may not have any surplus.


                                       14



Risks Relating to Our Business


The cyclical nature of the industries in which our customers operate cause their
demand for our  products to be  cyclical,  creating  uncertainty  regarding  our
future profitability.

     The titanium industry in general, and TIMET specifically,  has historically
derived a  substantial  portion of its  business  from the  aerospace  industry.
Consequently,  the  cyclical  nature  of the  aerospace  industry  has  been the
principal  driver of the historical  fluctuations in our  performance.  Over the
past 25  years,  the  titanium  industry  had  cyclical  peaks  in mill  product
shipments  in 1989,  1997 and 2001 and  cyclical  lows in 1983,  1991 and  1999.
Current  indications are that 2002 or 2003 could be another cyclical low. Demand
for  titanium  reached its highest  level in 1997,  when  industry  mill product
shipments reached  approximately  60,000 metric tons. However,  since that peak,
industry mill product shipments have fluctuated significantly,  primarily due to
a continued  change in demand for titanium from the commercial  aerospace sector
but also due to  geopolitical  instability  and the economic impact of terrorist
threats and attacks.  Sales of our products to the aerospace  industry accounted
for  between  67% and 70% of our total  sales  revenue in each of the last three
years. Events that could adversely affect the aerospace industry, such as future
terrorist  attacks,  or reduced orders from commercial  airlines  resulting from
continued operating losses at the airlines, or reduced military spending,  could
significantly decrease our results of operations, and our business and financial
condition could significantly decline.


Adverse  changes  to or  interruptions  in  our  relationships  with  our  major
aerospace customers could reduce our revenues.

     In  2003,  approximately  68%  of our  revenues  represented  sales  to the
aerospace industry.  Sales under long-term  agreements with certain customers in
the aerospace  industry  accounted for approximately 41% of our revenues.  If we
are unable to maintain our  relationships  with our major  aerospace  customers,
including  The  Boeing  Company,  Rolls  Royce  plc  and  its  German  and  U.S.
affiliates,  United  Technologies  Corporation  (Pratt  &  Whitney  and  related
companies) and Wyman Gordon Company, under the long-term agreements that we have
with these customers, our sales could decrease substantially.

Our failure to develop new markets would result in our  continued  dependence on
the cyclical  aerospace  industry and our operating results would,  accordingly,
remain cyclical.

     In an  effort to reduce  our  dependence  on the  aerospace  market  and to
increase our participation in other markets,  we have been devoting resources to
developing  new markets and  applications  for our products,  principally in the
automotive and other emerging  markets for titanium.  Developing  these emerging
market applications  involves substantial risk and uncertainties due to the fact
that titanium must compete with less  expensive  alternative  materials in these
potential  markets or  applications.  We may not be successful in developing new
markets or applications  for our products,  significant time may be required for
such  development and uncertainty  exists as to the extent to which we will face
competition in this regard.

Our dependence upon certain critical raw materials that are subject to price and
availability  fluctuations  could  lead to  increased  costs  or  delays  in the
manufacture and sale of our products.

     We rely on a limited number of suppliers  around the world, and principally
on those located in Australia, for our supply of titanium-containing rutile ore,
one of the primary raw materials used in the production of titanium sponge,.  We
currently  obtain  chlorine,  another of the primary raw  materials  used in the
production of titanium  sponge,  from a single supplier near our sponge plant in
Henderson,  Nevada.  Also,  we cannot  supply  all our  needs for all  grades of
titanium  sponge  internally and are therefore  dependent on third parties for a
substantial portion of our sponge requirements. Purchase prices and availability
of these critical materials are subject to volatility. At any given time, we may
be unable to obtain an adequate  supply of these critical  materials on a timely
basis, on price and other terms acceptable to us, or at all.

     We  anticipate  that in 2004,  approximately  one-half of the scrap we will
utilize will be  purchased  from a wide range of external  suppliers,  including
customers, collectors,  processors and brokers. We also sell scrap, usually in a
form  or  grade  that  we  cannot  economically   recycle.   Market  forces  can
significantly  impact the supply or cost of externally  produced  scrap.  During


                                       15




cycles in the  titanium  business,  the amount of scrap  generated in the supply
chain varies.  During the middle of the cycle,  scrap generation and consumption
are in relative  equilibrium,  minimizing  disruptions  in supply or significant
changes in market  prices for scrap.  Increasing  or  decreasing  cycles tend to
cause  significant  changes in the market price of scrap.  Early in the titanium
cycle, when the demand for titanium melted and mill products begins to increase,
our  requirements  (and  those  of other  titanium  manufacturers)  precede  the
increase in scrap  generation  by  downstream  customers  and the supply  chain,
placing  upward  pressure on the market price of scrap.  The opposite  situation
occurs  when demand for  titanium  melted and mill  products  begins to decline,
placing  downward  pressure on the market price of scrap.  As a net purchaser of
scrap,  we are  susceptible  to price  increases  during  periods of  increasing
demand.

     All of our major competitors  utilize scrap as a raw material in their melt
operations. In addition to use by titanium manufacturers, titanium scrap is used
in certain  steel-making  operations.  Current demand for these steel  products,
especially  from  China,  have  produced a  significant  increase  in demand for
titanium scrap at a time when titanium scrap  generation rates are at low levels
because of the lower commercial  aircraft build rates. These events are expected
to cause a relative  shortage  of  titanium  scrap in 2004,  resulting  in tight
supply and higher prices,  which will directly impact the scrap we purchase from
external sources.  We may not be able to recover these material costs via higher
selling prices to our customers.

We have experienced recent operating and net losses and may not be profitable in
the future.

     We have incurred  operating  losses during each of 2002, 2000 and 1999, and
incurred net losses in each of the last five years. As of March 31, 2004, we had
an accumulated deficit of approximately $141.1 million.

     Our  ability to achieve  profitability  in the future is  dependent  upon a
number of factors, including the following:

     o    market demand and prices for titanium  products,  particularly  demand
          and pricing in the aerospace industry;

     o    our ability to increase  prices for titanium  products to a level that
          exceeds any increases in materials or production costs;

     o    the  avoidance  of any  material  adverse  developments  either in the
          capacity  utilization  for the  production  of titanium  sponge or the
          availability of titanium scrap; and

     o    favorable general economic conditions throughout the world.

Reductions  in, or the complete  elimination  of, any or all tariffs on imported
titanium products into the United States, including expansion of the generalized
system of preferences or GSP program to unwrought titanium products,  could lead
to increased  imports of foreign  sponge,  ingot and mill products into the U.S.
and an increase in the amount of such  products on the market  generally,  which
could decrease pricing for our products.

     In  the  U.S.  titanium  market,   the  increasing   presence  of  non-U.S.
participants has become a significant competitive factor. Until 1993, imports of
foreign  titanium  products  into the U.S.  had not been  significant.  This was
primarily  attributable to relative currency exchange rates and, with respect to
Japan,  Russia,  Kazakhstan and Ukraine,  import duties  (including  antidumping
duties).  However,  since  1993,  imports  of  titanium  sponge,  ingot and mill
products,  principally from Russia and Kazakhstan, have increased and have had a
significant competitive impact on the U.S. titanium industry.

     Generally,  imports of titanium products into the U.S. are subject to a 15%
"normal trade  relations"  tariff.  For tariff purposes,  titanium  products are
broadly classified as either wrought (e.g., billet, bar, sheet, strip, plate and
tubing) or unwrought (e.g., sponge, ingot and slab).

     The U.S.  maintains a trade program,  referred to as the generalized system
of preferences or GSP program,  designed to promote the economies of a number of


                                       16



lesser-developed  countries (referred to as "beneficiary  developing countries")
by eliminating  duties on a specific list of products imported from any of these
beneficiary  developing  countries.  Of the  key  titanium  producing  countries
outside the U.S.,  Russia and Kazakhstan  are currently  regarded as beneficiary
developing countries under the GSP program.

     For most periods since 1993,  imports of titanium wrought products from any
beneficiary  developing  country  (notably  Russia,  as a  producer  of  wrought
products) were exempted from U.S. import duties under the GSP program.  In 2002,
we filed a petition  seeking the removal of  duty-free  treatment  under the GSP
program for imports of titanium  wrought  products  into the U.S.  from  Russia.
Action on this petition is currently pending. [to be updated]

     In 2002,  Kazakhstan  filed a petition  with the  Office of the U.S.  Trade
Representative  seeking GSP status on imports of titanium  sponge into the U.S.,
which,  if granted,  would have eliminated the 15% tariff  currently  imposed on
titanium sponge imported into the U.S. from any beneficiary  developing  country
(notably Russia and  Kazakhstan,  as producers of titanium  sponge).  On July 1,
2003, Kazakhstan's petition was denied.

     We may not be successful in resisting efforts to eliminate duties on sponge
and  unwrought  titanium  products,  or  pursuing  the removal of GSP status for
titanium wrought products.

We may be unable to reach  satisfactory  collective  bargaining  agreements with
unions representing a significant portion of our employees.

     Our  production,  maintenance,  clerical and technical  workers in Toronto,
Ohio, and our  production  and  maintenance  workers in Henderson,  Nevada,  are
represented by the United  Steelworkers of America under  contracts  expiring in
June 2005 and October 2004, for the respective  locations.  Approximately 60% of
the salaried and hourly employees at our European  facilities are represented by
various  European  labor unions.  Our labor  agreement  with our U.K.  employees
expires in 2005, and the agreement with our French  employees runs through 2004.
We will be negotiating a new labor  contract with our  Henderson,  Nevada hourly
workforce in the third quarter of 2004.

     A labor dispute or work stoppage  could  materially  decrease our operating
results. We may not succeed in concluding  collective bargaining agreements with
the unions to replace expiring agreements.

Because we are subject to environmental  and worker safety laws and regulations,
we may be required to remediate the  environmental  effects of our operations or
take steps to modify our  operations to comply with these laws and  regulations,
which could reduce our profitability.

     Our operations are governed by various  federal,  state,  local and foreign
environmental and worker safety laws and regulations.  Throughout the history of
our  operations,   we  have  used  and  manufactured,   and  currently  use  and
manufacture, substantial quantities of substances that are considered hazardous,
extremely  hazardous or toxic under  environmental  and worker safety and health
laws and  regulations.  As a result,  risk of  environmental,  health and safety
issues is inherent in our  operations.  Our operations pose a continuing risk of
accidental  releases of, and worker exposure to, hazardous or toxic  substances.
We could incur substantial cleanup costs, fines and civil or criminal sanctions,
third party property  damage or personal injury claims as a result of violations
or liabilities under these laws or  non-compliance  with  environmental  permits
required at our facilities. In addition,  government environmental  requirements
or the enforcement  thereof may become more stringent in the future. Some or all
of these risks may result in liabilities that would reduce our profitability.

The titanium  metals  industry is highly  competitive  and we may not be able to
compete successfully.

     Producers of metal products, such as steel and aluminum,  maintain forging,
rolling and  finishing  facilities.  Such  facilities  could be used or modified
without substantial  expenditures to process titanium mill products, which could
lead to increased  competition and decreased pricing for our titanium  products.
In addition, many factors,  including the historical presence of excess capacity
in the titanium industry,  work to intensify the price competition for available
business at low points in the business cycle.


                                       17




Our  principal  stockholder  is in a position to affect our ongoing  operations,
corporate  transactions and other matters,  which could reduce the prices of our
securities.

     Assuming  the  conversion  of only the BUCS that  Harold C.  Simmons may be
deemed to  beneficially  own,  Mr.  Simmons  may be deemed to  beneficially  own
approximately  52.6% of our  outstanding  shares of common stock,  including the
shares that his spouse and Valhi would receive upon conversion of their BUCS. As
a result,  Mr.  Simmons will be able to determine  the outcome of all  corporate
actions requiring stockholder  approval.  For example, Mr. Simmons will continue
to control decisions with respect to:

     o    the election and removal of directors;

     o    mergers or other business combinations involving us;

     o    future issuances of our securities; and

     o    amendments to our certificate of incorporation and by-laws.

     Any  exercise by Mr.  Simmons of his control  rights may be in his own best
interest but may not be in the best  interest of us and our other  stockholders.
Mr.  Simmons'  ability to control us may also make  investing in our  securities
less attractive. These factors in turn may reduce the prices of our securities.


                                       18




                      SELECTED CONSOLIDATED FINANCIAL DATA


     The selected historical financial data as of and for each of the five years
ended December 31, 2003,  2002,  2001,  2000 and 1999 have been derived from our
audited  consolidated  financial  statements.  The selected historical financial
data as of March 31, 2004 and for the three months ended March 31, 2004 and 2003
have been derived from our unaudited  consolidated  financial statements.  These
selected  historical data are not necessarily  indicative of future  operations.
The earnings  (loss) per share and cash dividends per share data shown below has
been restated to give effect to the one-for-ten  reverse stock split that became
effective after the close of trading on February 14, 2003.

     These selected historical financial data should be read in conjunction with
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations and the  consolidated  financial  statements and  accompanying  notes
included in our 2003  Annual  Report on Form 10-K and  Quarterly  Report on Form
10-Q for the quarter ended March 31, 2004,  each of which has been  incorporated
into this prospectus by reference.





                                             Three months ended
                                                  March 31,                       Year ended December 31,
                                            ---------------------   -----------------------------------------------------
                                              2004        2003       2003       2002       2001       2000       1999
                                             ------      ------     ------     ------     ------     ------     ------
                                                      ($ in millions, except per share and selling price data)
STATEMENT OF OPERATIONS DATA:
                                                                                          
   Net sales                                $    120.5 $     99.3  $    385.3 $    366.5 $    486.9 $    426.8 $    480.0
   Gross margin                                   12.4        1.0        17.0       (3.1)      39.9        3.9       25.5
   Operating income (loss) (1)                     2.8       (8.1)        5.4      (20.8)      64.5      (41.7)     (31.4)
   Interest expense (7)                            4.3        4.2        16.4       17.1       18.3       21.5       20.8
   Net income (loss) (1)                    $     (1.7)$    (13.6) $    (13.1)$   (111.5)$    (41.8)$    (38.9)$    (31.4)
   Earnings (loss) per share:
     Basic and diluted (1)(2)(6)            $    (0.52)$     (4.29)$    (4.12)$   (35.29)$   (13.26)$   (12.40)$   (10.01)
   Cash dividends per share (6)             $      -   $      -    $      -   $      -   $      -   $      -   $      1.20
   Ratio of earnings to fixed charges (9)          0.9      N/A           0.4     N/A           0.5     N/A        N/A

BALANCE SHEET DATA:
   Cash and cash equivalents (8)            $     35.0      N/A    $     37.3 $      6.4 $     24.5 $      9.8 $     20.7
   Total assets (1)(7)                           603.3      N/A         567.4      570.1      705.6      765.7      889.4
   Bank indebtedness (3)                           -        N/A           -         19.4       12.4       44.9      117.4
   Capital lease obligations                      10.3      N/A          10.3       10.2        8.9        8.8       10.1
   Debt payable to Capital Trust                 207.5      N/A         207.5      207.5      207.5      207.5      207.5
   Stockholders' equity                     $    163.4      N/A    $    158.8 $    159.4 $    298.1 $    357.5 $    408.1

OTHER OPERATING DATA:
   Cash flows provided (used) by:
     Operating activities                   $     14.2 $     26.8  $     65.8 $    (13.6)$     62.6 $     65.4 $     19.5
     Investing activities                        (16.1)      (1.5)      (14.5)      (7.5)     (16.1)      (4.2)     (21.7)
     Financing activities                         (0.4)      (5.1)      (22.1)       3.6      (31.4)     (72.8)       8.6
       Net provided (used)                  $     (2.3)$     20.2  $     29.2 $    (17.5)$     15.1 $    (11.6)$      6.4

   Mill product shipments (4)                      2.9        2.3         8.9        8.9       12.2       11.4       11.4
   Average mill product prices (4)          $    31.00 $    31.80  $    31.50 $    31.40 $    29.80 $   28.70  $   33.00
   Melted product shipments (4)                    1.4        1.0         4.7        2.4        4.4        3.5        2.5
   Average melted product prices (4)        $    12.25 $    13.05  $    12.15 $    14.50 $    14.50 $   13.65  $   14.20
   Active employees at period end                2,092      N/A         2,055      1,956      2,410     2,220      2,350
   Order backlog at period end(5)           $    220.0      N/A    $    180.0 $    165.0 $    225.0 $    245.0 $    195.0
   Capital expenditures                     $      3.3 $      1.5  $     12.5 $      7.8 $     16.1 $     11.2 $     24.8
-----------------------



                                       19





(1)  See the notes to the  consolidated  financial  statements and Item 7 - MD&A
     for items that  materially  affect the annual  2003,  2002 and 2001 periods
     included  in our 2003  Annual  Report on Form 10-K  incorporated  into this
     prospectus  by  reference.  See the  notes  to the  consolidated  financial
     statements and Item 2 - MD&A for items that  materially  affect the interim
     2004 and  2003  periods  included  in our  Quarterly  Report  on Form  10-Q
     incorporated into this prospectus by reference.  In 2000, we recorded (i) a
     $2.0 million gain on the  termination of a sponge  purchase  agreement with
     Union Titanium  Sponge  Corporation  at the operating  income (loss) level,
     (ii) a $1.2  million  gain on the sale of a castings  joint  venture at the
     non-operating  income  (loss)  level and (iii) a $1.3 million loss on early
     extinguishment of debt at the  non-operating  income (loss) level. In 1999,
     we recorded $4.5 million of pre-tax  restructuring charges at the operating
     income (loss) level.


(2)  Antidilutive in all periods.

(3)  Bank indebtedness represents notes payable and current and noncurrent debt.

(4)  Shipments in thousands of metric tons.  Average  selling  prices stated per
     kilogram.

(5)  Order backlog is defined as unfilled  purchase orders,  which are generally
     subject  to  deferral  or   cancellation  by  the  customer  under  certain
     conditions.

(6)  Amounts have been adjusted to reflect our one-for-ten  reverse stock split,
     which became effective after the close of trading on February 14, 2003.

(7)  Amounts have been retroactively restated from prior year presentation based
     upon our  deconsolidation  of the Capital Trust.  See Notes 2 and 12 to the
     consolidated  financial  statements  included in our 2003 Annual  Report on
     Form 10-K incorporated by reference into this prospectus.

(8)  Includes restricted cash and cash equivalents.


(9)  For the years ended December 31, 2003,  2002,  2001,  2000 and 1999,  fixed
     charges  exceeded  earnings  available for fixed charges by $10.7  million,
     $68.7   million,   $10.8   million,   $57.2  million  and  $44.4   million,
     respectively.  For the three  months  ended March 31, 2004 and 2003,  fixed
     charges exceeded  earnings  available for fixed charges by $0.7 million and
     $12.9 million, respectively.

     The following  selected  unaudited pro forma financial data as of March 31,
2004 and for the year ended  December  31, 2003 and the three months ended March
31, 2004 have been derived from,  and should be read in  conjunction  with,  our
Unaudited  Pro  Forma  Condensed  Consolidated  Financial  Statements  which are
included  in this  prospectus.  The Full  Exchange  Pro  Formas  assume  holders
representing  all 4,024,820 of the BUCS will  exchange  their BUCS for 4,024,820
shares of TIMET's new Series A Preferred Stock in the exchange offer,  while the
Partial Exchange Pro Formas assume that holders  representing  only 42.9% of the
BUCS,  or  1,727,700  BUCS  (consisting  of the  BUCS  held  by  certain  of our
affiliates  that have  indicated  that they  intend to tender  their BUCS in the
exchange  offer) will exchange  their BUCS for  1,727,700  shares of TIMET's new
Series A Preferred Stock in the exchange  offer.  While such Unaudited Pro Forma
Condensed  Consolidated  Financial  Statements are based on adjustments  that we
deem appropriate and that are factually supportable based on currently available
data,  the pro  forma  information  is not  necessarily  indicative  of what our
financial  position or results of operations  actually would have been, nor does
this information  purport to project our future financial position or results of
operations following completion of the exchange offer.


                                       20









                                                    Full Exchange Pro Formas         Partial Exchange Pro Formas
                                                 --------------------------------  -------------------------------
                                                  Year ended       Three months      Year ended      Three months
                                                 December 31,    ended March 31,    December 31,         ended
                                                     2003              2004             2003        March 31, 2004
                                                 ------------  ------------------  --------------  ---------------
                                                          (In millions, except per share data and ratios)

         STATEMENT OF OPERATIONS DATA:
                                                                                    
  Net sales                                     $   385.3    $       120.5     $       385.3    $       120.5
  Gross margin                                       17.0             12.4              17.0             12.4
  Operating income                                    5.4              2.8               5.4              2.8
  Interest expense                                    1.7              0.6              10.3              2.7
  Income (loss) from continuing operations            1.4              1.9              (6.8)            (0.1)
  Loss from continuing operations available to
     common stockholders                            (12.2)            (1.5)            (12.6)            (1.6)

  Basic and diluted net loss per share
     available to common stockholders           $   (3.84)  $        (0.47)   $        (3.94)  $        (0.50)

  Ratio of earnings to combined fixed charges
     and preferred dividends                          1.2              1.7               0.8              1.2

   BALANCE SHEET DATA AS OF MARCH 31, 2004:
  Cash and cash equivalents                                      $     10.4                      $        10.4
  Total assets                                                        567.3                              578.0
  Bank indebtedness                                                     -                                  -
  Capital lease obligations                                            10.3                               10.3
  Debt payable to Capital Trust                                         -                                121.1
  Stockholders' equity                                                357.7                              246.6



                                       21



         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


     We have  presented two sets of unaudited pro forma  condensed  consolidated
financial statements:

     o    Full Exchange Pro Formas, which assume holders representing all of the
          BUCS will  exchange  their  BUCS for  shares of  TIMET's  new Series A
          Preferred Stock in the exchange offer, and

     o    Partial  Exchange Pro Formas,  which assume that holders  representing
          only 42.9% of the BUCS  (consisting of the BUCS held by certain of our
          affiliates  that have  indicated that they intend to tender their BUCS
          in the exchange  offer) will exchange their BUCS for shares of TIMET's
          new Series A Preferred Stock in the exchange offer.

     Both  the  Full  Exchange  version  and  Partial  Exchange  version  of the
Unaudited Pro Forma Condensed  Consolidated  Balance Sheets as of March 31, 2004
give effect to (i) our  payment of all  deferred  distributions  on the BUCS and
interest  accrued  thereon and (ii) the  completion  of the  exchange  offer and
associated  transactions,  in each case as if such  transactions had occurred on
March 31, 2004.  In addition,  the Full  Exchange  version of the  Unaudited Pro
Forma  Condensed  Consolidated  Balance  Sheet as of March 31, 2004  assumes the
termination of the Capital Trust as if it occurred on March 31, 2004.

     Similarly,  both the Full Exchange  version and Partial Exchange version of
the Unaudited Pro Forma Condensed Consolidated  Statements of Operations for the
year ended  December  31,  2003 and the three  months  ended March 31, 2004 give
effect to the completion of the exchange offer and associated transactions as if
such  transactions  had occurred as of January 1, 2003.  In  addition,  the Full
Exchange version of the Unaudited Pro Forma Condensed  Consolidated Statement of
Operations  assumes the  termination  of the Capital  Trust as if it occurred on
January 1, 2003.


     You should read this information in conjunction with:

     o    the accompanying Notes to Pro Forma Condensed  Consolidated  Financial
          Statements, and


     o    our audited  consolidated  financial statements and accompanying notes
          as of and for the year ended December 31, 2003,  which are included in
          our 2003 Annual Report on Form 10-K  incorporated into this prospectus
          by reference,  and our unaudited consolidated financial statements and
          accompanying  notes for the three months  ended March 31, 2004,  which
          are  included  in our  Quarterly  Report on Form 10-Q for the  quarter
          ended March 31, 2004 incorporated into this prospectus by reference.

     The Unaudited Pro Forma  Condensed  Consolidated  Financial  Statements are
presented to aid you in your analysis of the  financial  aspects of the exchange
offer. The Unaudited Pro Forma Condensed  Consolidated Financial Statements have
been derived from our  historical  consolidated  financial  statements.  The pro
forma  adjustments,  as  described  in the notes  that  follow,  are based  upon
available  information  and  upon  certain  assumptions  that we  believe  to be
reasonable  and  factually  supportable.   The  Unaudited  Pro  Forma  Condensed
Consolidated  Financial  Statements are not  necessarily  indicative of what our
financial  position  or results of  operations  actually  would have been had we
completed these transactions at the dates indicated.  In addition, the Unaudited
Pro Forma Condensed  Consolidated Financial Statements do not purport to project
our future financial position or results of operations  following  completion of
the exchange offer.


                                       22





                  Titanium Metals Corporation and Subsidiaries
            Unaudited Pro Forma Condensed Consolidated Balance Sheet

       Full Exchange Pro Formas - Assumes holders representing all of the
             BUCS will exchange their BUCS for shares of TIMET's new
                 Series A Preferred Stock in the exchange offer

                                 March 31, 2004
                                  (In millions)





                                                                       Pro forma adjustments
                                                        --------------------------------------------------
                                           TIMET         Pay deferred                       Termination of         TIMET
                                          actual       dividends on BUCS  Exchange offer   the Capital Trust     pro forma
                                        -----------    -----------------  --------------   -----------------    -----------
Current assets:
                                                                                                   
   Cash and cash equivalents            $       32.8     $        (22.1)    $       (0.3)      $         -        $     10.4
   Other current assets                        263.2                -                -                   -             263.2
                                        ------------     --------------     ------------       -------------      ----------
     Total current assets                      296.0              (22.1)            (0.3)                -             273.6
Property and equipment, net                    236.5                -                -                   -             236.5
Investment in common securities of
   the Capital Trust                             6.9                -                -                  (6.9)            -
Other noncurrent assets                         63.9                -               (6.7)                -              57.2
                                        ------------     --------------     ------------       -------------      ----------
     Total assets                       $      603.3     $        (22.1)    $       (7.0)      $        (6.9)     $    567.3
                                        ============     ==============     ============       =============      ==========
Current liabilities:
   Accrued interest on debt payable
      to the Capital Trust              $       22.8     $        (22.1)    $        -         $        (0.7)     $      -
   Other                                       102.2                -                -                   -             102.2
                                        ------------     --------------     ------------       -------------      ----------
                                               125.0              (22.1)             -                  (0.7)          102.2
                                        ------------     --------------     ------------       -------------      ----------
Noncurrent liabilities:
   Debt payable to the Capital Trust           207.5                -             (201.3)               (6.2)            -
   Other noncurrent liabilities                 96.1                -                -                   -              96.1
                                        ------------     --------------     ------------       -------------      ----------
     Total noncurrent liabilities              303.6                -             (201.3)               (6.2)           96.1
                                        ------------     --------------     ------------       -------------      ----------
Minority interest                               11.3                -                -                   -              11.3
                                        ------------     --------------     ------------       -------------      ----------
Stockholders' equity:
   Preferred stock                               -                  -              165.1                 -             165.1
   Common stock and additional
      paid-in capital                          350.6                -                -                   -             350.6
   Accumulated deficit                        (142.1)               -               29.2                 -            (112.9)
   Accumulated other comprehensive
      loss                                     (43.9)               -                -                   -             (43.9)
   Treasury stock, at cost, and
      other                                     (1.2)               -                -                   -              (1.2)
                                        ------------     --------------     ------------       -------------      ----------
     Total stockholders' equity                163.4                -              194.3                 -             357.7
                                        ------------     --------------     ------------       -------------      ----------
                                        $      603.3     $        (22.1)    $       (7.0)      $        (6.9)     $    567.3
                                        ============     ==============     ============       =============      ==========



                                       23




                  Titanium Metals Corporation and Subsidiaries
            Unaudited Pro Forma Condensed Consolidated Balance Sheet

     Partial Exchange Pro Formas - Assumes holders representing 42.9% of the
        BUCS will exchange their BUCS for shares of TIMET's new Series A
                      Preferred Stock in the exchange offer

                                 March 31, 2004
                                  (In millions)





                                                                       Pro forma adjustments
                                                       ----------------------------------------------------
                                           TIMET         Pay deferred                       Termination of         TIMET
                                          actual       dividends on BUCS  Exchange offer   the Capital Trust     pro forma
                                        -----------  ------------------- --------------- --------------------  ---------------
Current assets:
                                                                                                   
   Cash and cash equivalents            $       32.8     $        (22.1)    $       (0.3)      $         -        $     10.4
   Other current assets                        263.2                -                -                   -             263.2
                                        ------------     --------------     ------------       -----------        ----------
     Total current assets                      296.0              (22.1)            (0.3)                -             273.6
Property and equipment, net                    236.5                -                -                   -             236.5
Investment in common securities of
   the Capital Trust                             6.9                -                -                   -               6.9
Other noncurrent assets                         63.9                -               (2.9)                -              61.0
                                        ------------     --------------     ------------       -----------        ----------
     Total assets                       $      603.3     $        (22.1)    $       (3.2)      $         -        $    578.0
                                        ============     ==============     ============       ===========        ==========

Current liabilities:
   Accrued interest on debt payable
      to the Capital Trust              $       22.8     $        (22.1)    $        -         $         -        $      0.7
   Other                                       102.2                -                -                   -             102.2
                                        ------------     --------------     ------------       -----------        ----------
                                               125.0              (22.1)             -                   -             102.9
                                        ------------     --------------     ------------       -----------        ----------
Noncurrent liabilities:
   Debt payable to the Capital Trust           207.5                -              (86.4)                -             121.1
   Other noncurrent liabilities                 96.1                -                -                   -              96.1
                                        ------------     --------------     ------------       -----------        ----------
     Total noncurrent liabilities              303.6                -              (86.4)                -             217.2
                                        ------------     --------------     ------------       -----------        ----------
Minority interest                               11.3                -                -                   -              11.3
                                        ------------     --------------     ------------       -----------        ----------
Stockholders' equity:
   Preferred stock                               -                  -               70.8                 -              70.8
   Common stock and additional
      paid-in capital                          350.6                -                -                   -             350.6
   Accumulated deficit                        (142.1)               -               12.4                 -            (129.7)
   Accumulated other comprehensive
      loss                                     (43.9)               -                -                   -             (43.9)
   Treasury stock, at cost, and
      other                                     (1.2)               -                -                   -              (1.2)
                                        ------------     --------------     ------------       -----------        ----------
     Total stockholders' equity                163.4                -               83.2                 -             246.6
                                        ------------     --------------     ------------       -----------        ----------
                                        $      603.3     $        (22.1)    $       (3.2)      $         -        $    578.0
                                        ============     ==============     ============       ===========        ==========


                                       24



                  Titanium Metals Corporation and Subsidiaries
       Unaudited Pro Forma Condensed Consolidated Statement of Operations

     Full Exchange Pro Formas - Assumes holders representing all of the BUCS
      will exchange their BUCS for shares of TIMET's new Series A Preferred
                           Stock in the exchange offer

                          Year ended December 31, 2003
                     (In millions, except per share amounts)




                                                                       Pro forma adjustments
                                                        --------------------------------------------------
                                                           Interest on      Dividends on
                                                          Subordinated       preferred      Termination of         TIMET
                                         TIMET actual      Debentures          stock       the Capital Trust     pro forma
                                        ---------------  ---------------  ---------------- -----------------   ---------------

                                                                                                   
Net sales                                 $      385.3    $          -       $        -        $         -        $    385.3
Cost of sales                                    368.3               -                -                  -             368.3
                                          ------------     --------------     ------------       -----------      ----------
     Gross margin                                 17.0               -                -                  -              17.0
Selling, general, administrative and
   development expenses                           36.4               -                -                  -              36.4
Equity in earnings of joint ventures               0.4               -                -                  -               0.4
Other income                                      24.4               -                -                  -              24.4
                                          ------------     --------------     ------------       -----------      ----------
     Operating income                              5.4               -                -                  -               5.4
Interest expense                                  16.4             (14.3)             -                 (0.4)            1.7
Other non-operating income (expense),
   net                                            (0.3)              -                -                 (0.4)           (0.7)
                                          ------------     --------------     ------------       -----------      ----------
     Income (loss) before income
        taxes and minority interest              (11.3)             14.3              -                  -               3.0
Income tax expense                                 1.2               -                -                  -               1.2
Minority interest                                  0.4               -                -                  -               0.4
                                          ------------     --------------     ------------       -----------      ----------
     Income (loss) from continuing
        operations                               (12.9)             14.3              -                  -               1.4
Dividends on preferred stock                       -                 -               13.6                -              13.6
                                          ------------     --------------     ------------       -----------      ----------
     Income (loss) from continuing
        operations available for
        common stockholders               $      (12.9)   $         14.3     $      (13.6)     $         -        $    (12.2)
                                          ============    ==============     ============      =============      ==========
Income (loss) from continuing
   operations per share available for
   common stockholders                    $      (4.06)                                                           $    (3.84)
                                          ============                                                            ==========
Common shares used in calculation of
   per share amounts                               3.2                                                                   3.2
                                          ============                                                            ==========


                                       25





                  Titanium Metals Corporation and Subsidiaries
       Unaudited Pro Forma Condensed Consolidated Statement of Operations

        Partial Exchange Pro Formas - Assumes holders representing 42.9%
               of the BUCS will exchange their BUCS for shares of
           TIMET's new Series A Preferred Stock in the exchange offer

                          Year ended December 31, 2003
                     (In millions, except per share amounts)





                                                                       Pro forma adjustments
                                                        -----------------------------------------------------
                                                           Interest on      Dividends on
                                                          Subordinated       preferred      Termination of         TIMET
                                         TIMET actual      Debentures          stock       the Capital Trust     pro forma
                                         -------------   --------------    --------------- -----------------    -------------


                                                                                                   

Net sales                                 $      385.3    $          -       $        -        $         -        $    385.3
Cost of sales                                    368.3               -                -                  -             368.3
                                          ------------    -------------      -----------       ------------       ----------
     Gross margin                                 17.0               -                -                  -              17.0
Selling, general, administrative and
   development expenses                           36.4               -                -                  -              36.4
Equity in earnings of joint ventures               0.4               -                -                  -               0.4
Other income                                      24.4               -                -                  -              24.4
                                          ------------    -------------      -----------       ------------       ----------
     Operating income                              5.4               -                -                  -               5.4
Interest expense                                  16.4              (6.1)             -                  -              10.3
Other non-operating income (expense),
   net                                            (0.3)              -                -                  -              (0.3)
                                          ------------    -------------      -----------       ------------       ----------
     Income (loss) before income
        taxes and minority interest              (11.3)              6.1              -                  -              (5.2)
Income tax expense                                 1.2               -                -                  -               1.2
Minority interest                                  0.4               -                -                  -               0.4
                                          ------------    -------------      -----------       ------------       ----------
     Income (loss) from continuing
        operations                               (12.9)              6.1              -                  -              (6.8)
Dividends on preferred stock                       -                 -                5.8                -               5.8
                                          ------------    -------------      -----------       ------------       ----------
     Income (loss) from continuing
        operations available for
        common stockholders               $      (12.9)   $          6.1     $       (5.8)     $         -        $    (12.6)
                                          ============    ==============     ============      ============       ==========
Income (loss) from continuing
   operations per share available for
   common stockholders                    $      (4.06)                                                           $    (3.94)
                                          ============                                                            ==========
Common shares used in calculation of
   per share amounts                               3.2                                                                   3.2
                                          ============                                                            ==========



                                       26




                  Titanium Metals Corporation and Subsidiaries
       Unaudited Pro Forma Condensed Consolidated Statement of Operations

     Full Exchange Pro Formas - Assumes holders representing all of the BUCS
      will exchange their BUCS for shares of TIMET's new Series A Preferred
                           Stock in the exchange offer

                        Three months ended March 31, 2004
                     (In millions, except per share amounts)





                                                                       Pro forma adjustments
                                                         -------------------------------------------------
                                                           Interest on      Dividends on
                                                          Subordinated       preferred      Termination of         TIMET
                                         TIMET actual      Debentures          stock       the Capital Trust     pro forma
                                         ------------     ------------      ------------   -----------------    ------------

                                                                                                   
Net sales                                 $      120.5    $          -       $        -        $         -        $    120.5
Cost of sales                                    108.1               -                -                  -             108.1
                                          ------------    ------------       ----------        -----------        ----------
     Gross margin                                 12.4               -                -                  -              12.4
Selling, general, administrative and
   development expenses                            9.5               -                -                  -               9.5
Equity in losses of joint ventures                 0.1               -                -                  -               0.1
Other income                                       -                 -                -                  -               -
                                          ------------    ------------       ----------        -----------        ----------
     Operating income                              2.8               -                -                  -               2.8
Interest expense                                   4.3              (3.6)             -                 (0.1)            0.6
Other non-operating income (expense),
   net                                             0.8               -                -                 (0.1)            0.7
                                          ------------    ------------       ----------        -----------        ----------
     Income (loss) before income
        taxes and minority interest               (0.7)              3.6              -                  -               2.9
Income tax expense                                 0.6               -                -                  -               0.6
Minority interest                                  0.4               -                -                  -               0.4
                                          ------------    ------------       ----------        -----------        ----------
     Income (loss) from continuing
        operations                                (1.7)              3.6              -                  -               1.9
Dividends on preferred stock                       -                 -                3.4                -               3.4
                                          ------------    ------------       ----------        -----------        ----------
     Income (loss) from continuing
        operations available for
        common stockholders               $       (1.7)   $          3.6     $       (3.4)     $         -        $     (1.5)
                                          ============    ==============     ============      ===========        ==========
Income (loss) from continuing
   operations per share available for
   common stockholders                    $      (0.52)                                                          $     (0.47)
                                          ============                                                           ===========
Common shares used in calculation of
   per share amounts                               3.2                                                                   3.2
                                          ============                                                           ===========



                                       27




                  Titanium Metals Corporation and Subsidiaries
       Unaudited Pro Forma Condensed Consolidated Statement of Operations

        Partial Exchange Pro Formas - Assumes holders representing 42.9%
               of the BUCS will exchange their BUCS for shares of
           TIMET's new Series A Preferred Stock in the exchange offer

                        Three months ended March 31, 2004
                     (In millions, except per share amounts)





                                                                       Pro forma adjustments
                                                        -----------------------------------------------------
                                                           Interest on      Dividends on
                                                          Subordinated       preferred      Termination of         TIMET
                                         TIMET actual      Debentures          stock       the Capital Trust     pro forma
                                         -------------   ---------------   --------------  -----------------   -------------

                                                                                                   
Net sales                                 $      120.5    $          -       $        -        $         -        $    120.5
Cost of sales                                    108.1               -                -                  -             108.1
                                          ------------    --------------     ------------      -------------      ----------
     Gross margin                                 12.4               -                -                  -              12.4
Selling, general, administrative and
   development expenses                            9.5               -                -                  -               9.5
Equity in losses of joint ventures                 0.1               -                -                  -               0.1
Other income                                       -                 -                -                  -               -
                                          ------------    --------------     ------------      -------------      ----------
     Operating income                              2.8               -                -                  -               2.8
Interest expense                                   4.3              (1.6)             -                  -               2.7
Other non-operating income (expense),
   net                                             0.8               -                -                  -               0.8
                                          ------------    --------------     ------------      -------------      ----------
     Income (loss) before income
        taxes and minority interest               (0.7)              1.6              -                  -               0.9
Income tax expense                                 0.6               -                -                  -               0.6
Minority interest                                  0.4               -                -                  -               0.4
                                          ------------    --------------     ------------      -------------      ----------
     Income (loss) from continuing
        operations                                (1.7)              1.6              -                  -              (0.1)
Dividends on preferred stock                       -                 -                1.5                -               1.5
                                          ------------    --------------     ------------      -------------      ----------
     Income (loss) from continuing
        operations available for
        common stockholders               $       (1.7)   $          1.6     $       (1.5)     $         -        $     (1.6)
                                          ============    ==============     ============      =============      ==========
Income (loss) from continuing
   operations per share available for
   common stockholders                    $      (0.52)                                                           $    (0.50)
                                          ============                                                            ==========
Common shares used in calculation of
   per share amounts                               3.2                                                                   3.2
                                          ============                                                            ==========



                                       28



                  TITANIUM METALS CORPORATION AND SUBSIDIARIES
               NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

Note 1 - Basis of presentation


     We have  presented two sets of unaudited pro forma  condensed  consolidated
financial statements:

     o    Full  Exchange  Pro Formas,  which  assume  holders  representing  all
          4,024,820 of the BUCS will exchange their BUCS for 4,024,820 shares of
          TIMET's new Series A Preferred Stock in the exchange offer; and

     o    Partial  Exchange Pro Formas,  which assume that holders  representing
          only 42.9% of the BUCS, or 1,727,700 BUCS (consisting of the BUCS held
          by certain of our  affiliates  that have indicated that they intend to
          tender their BUCS in the exchange  offer) will exchange their BUCS for
          1,727,700  shares  of  TIMET's  new  Series A  Preferred  Stock in the
          exchange offer.

     Both  the  Full  Exchange  version  and  Partial  Exchange  version  of the
Unaudited Pro Forma Condensed  Consolidated  Balance Sheets as of March 31, 2004
gives effect to the following  transactions as if they had occurred on March 31,
2004:

     o    our payment of all  deferred  distributions  on the BUCS and  interest
          accrued thereon ($22.1 million as of March 31, 2004); and

     o    the  completion  of the exchange  offer,  in which holders of the BUCS
          exchange their BUCS for shares of Series A Preferred Stock.

     In addition, the Full Exchange version of the Unaudited Pro Forma Condensed
Consolidated  Balance Sheet as of March 31, 2004 assumes the  termination of the
Capital Trust as if it occurred on March 31, 2004.

     Both  the  Full  Exchange  version  and  Partial  Exchange  version  of the
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year
ended  December  31, 2003 and the three months ended March 31, 2004 gives effect
to the completion of the exchange offer as if such  transaction  had occurred as
of January 1, 2003. In addition,  the Full Exchange version of the Unaudited Pro
Forma Condensed Consolidated Statements of Operations assumes the termination of
the Capital Trust as if it occurred on January 1, 2003.


     The pro forma adjustments are explained in more detail below.


Note 2 - Pro forma adjustments - Unaudited Condensed Consolidated Balance Sheets

Pay Deferred  Distributions  on the BUCS - Full  Exchange Pro Formas and Partial
Exchange Pro Formas


     In November  1996,  the Capital Trust issued  $201.3  million BUCS and $6.2
million  6.625%  common  securities.  TIMET owns all of the  outstanding  common
securities of the Capital Trust, which is a wholly-owned  subsidiary and grantor
trust of TIMET.  The Capital  Trust used the  proceeds  from the issuance of its
BUCS and common  securities  to purchase  from TIMET  $207.5  million  principal
amount of TIMET's 6.625% Subordinated  Debentures.  The Subordinated Debentures,
and any accrued and unpaid interest thereon,  are the sole assets of the Capital
Trust. A portion of the Subordinated Debentures ($201.3 million) are referred to
as the Subordinated Debentures related to the BUCS, and the remaining portion of
the  Subordinated  Debentures  are  referred to as the  Subordinated  Debentures
related to the 6.625% common securities.

     On March 24, 2004, TIMET announced that it was resuming payment of interest
on the Subordinated Debentures resulting in a resumption of distributions on the
BUCS, and on April 15, 2004, TIMET paid all such previously-deferred  amounts on
the Subordinated  Debentures  relating to the BUCS,  including interest thereon.

                                       29

Concurrently  with  the  payment  of  all  previously-deferred  interest  on the
Subordinated  Debentures,  the  Capital  Trust  paid $21.0  million of  deferred
distributions on the BUCS, including interest thereon.


         The $22.1 million pro forma adjustment to cash and accrued interest on
debt payable to the Capital Trust represents the amount of deferred interest on
the Subordinated Debentures related to the BUCS as of March 31, 2004.


Exchange Offer


     Upon completion of the exchange  offer,  TIMET will (i) record the issuance
of shares of TIMET's new Series A Preferred  Stock and (ii)  contribute the BUCS
tendered and accepted for purchase in the exchange  offer to the Capital  Trust,
which will cancel the BUCS as well as an equivalent  amount of the  Subordinated
Debentures.  The shares of Series A Preferred Stock issued in the exchange offer
will be  recognized  at their fair value.  Since there will be no quoted  market
price for the shares of Series A Preferred Stock, TIMET will value the preferred
stock issued based upon the quoted  market price of the BUCS on the day prior to
completion of the exchange offer. For financial reporting  purposes,  TIMET will
recognize a gain or loss equal to the difference,  if any,  between the value of
the Series A Preferred  Stock issued and the carrying value of the  Subordinated
Debentures  subsequently  cancelled less the carrying  value of any  unamortized
deferred  financing  costs related to the BUCS  purchased in the exchange  offer
that will be written  off.  Costs  associated  with the  exchange  offer will be
expensed as incurred.

     Full Exchange Pro Formas.  The $0.3 million pro forma adjustment related to
cash represents the estimated cost of the exchange  offer.  The $6.7 million pro
forma  adjustment to other  noncurrent  assets  represents  the write off of the
carrying value of the unamortized  deferred  financing costs related to the BUCS
accepted  for  purchase  in the  exchange  offer.  The $165.1  million pro forma
adjustment  related to preferred  stock  represents the March 31, 2004 estimated
fair value of the  preferred  stock issued in the exchange  offer,  based on the
aggregate quoted market price for the BUCS accepted for purchase in the exchange
offer  on  such  date  ($187.2   million,   including  the  accrued  and  unpaid
distributions  on the BUCS as of such date,  less $22.1 million  attributable to
such  accrued and unpaid  dividends).  The $201.3  million pro forma  adjustment
related to debt payable to the Capital Trust  represents the carrying  amount of
the  Subordinated  Debentures  related to the BUCS  accepted for purchase in the
exchange offer,  which are assumed to be cancelled upon TIMET's  contribution to
the Capital  Trust of all of the BUCS  tendered and accepted for purchase in the
exchange offer.  The $29.2 million pro forma  adjustment to accumulated  deficit
represents the gain on the cancellation of such Subordinated Debentures equal to
the  difference  between  the  carrying  value  of the  Subordinated  Debentures
cancelled  ($201.3  million)  and the fair value of the  preferred  stock issued
($165.1  million)  less the  $6.7  million  write-off  of  unamortized  deferred
financing  costs,  and less the $0.3 million of estimated  costs of the exchange
offer. For U.S. federal income tax purposes,  TIMET would recognize cancellation
of indebtedness income in an amount equal to the excess, if any, of the adjusted
issue price of the  Subordinated  Debentures  attributable  to the BUCS over the
fair  value of the  shares of  Series A  Preferred  Stock  issued on the date of
exchange.  However,  any income  generated from the exchange would  generally be
offset against TIMET's existing net operating loss carryforward ($114 million at
December 31, 2003) and would be reduced by the carrying value of any unamortized
deferred financing costs related to the BUCS purchased in the exchange that will
be  written  off.  The  adjusted  issue  price  of the  Subordinated  Debentures
attributable  to the BUCS is equal to the principal  amount of the  Subordinated
Debentures  related to the BUCS. At December 31, 2003,  TIMET had  approximately
$114 million of net operating  loss  carryforwards  for U.S.  federal income tax
purposes,  the benefit of which had not been recognized for financial  reporting
purposes  because TIMET has concluded that  realization of such benefit does not
meet the "more-likely-than-not" recognition criteria. There is no income tax for
financial  reporting purposes associated with such $29.2 million pro forma gain,
as TIMET would have utilized a portion of such net operating  loss  carryforward
to offset the tax liability generated from the exchange.  Upon completion of the
exchange  offer,  the actual amount of the gain  recognized  for both  financial
reporting  and  income tax  purposes,  if any,  as well as the actual  amount of
TIMET's  net  operating  loss  carryforward  utilized  to offset  the income tax
liability generated from the exchange,  if any, will likely differ from such pro
forma  amounts,  as the fair  value of the  shares of Series A  Preferred  Stock
issued is expected to differ from the amount included in the Unaudited Pro Forma
Condensed Consolidated Balance Sheet.

     Partial Exchange Pro Formas.  The $0.3 million pro forma adjustment related
to cash  represents the estimated cost of the exchange  offer.  The $2.9 million
pro forma adjustment to other noncurrent  assets represents the write off of the


                                       30




carrying value of the unamortized  deferred  financing costs related to the BUCS
accepted  for  purchase  in the  exchange  offer.  The $70.8  million  pro forma
adjustment  related to preferred  stock  represents the March 31, 2004 estimated
fair value of the  preferred  stock issued in the exchange  offer,  based on the
aggregate quoted market price for the BUCS accepted for purchase in the exchange
offer  on  such  date  ($80.3   million,   including   the  accrued  and  unpaid
distributions  on the BUCS as of such date,  less $9.5 million  attributable  to
such  accrued and unpaid  dividends).  The $86.4  million  pro forma  adjustment
related to debt payable to the Capital Trust  represents the carrying  amount of
the  Subordinated  Debentures  related to the BUCS  accepted for purchase in the
exchange offer,  which are assumed to be cancelled upon TIMET's  contribution to
the Capital  Trust of all of the BUCS  tendered and accepted for purchase in the
exchange offer.  The $12.4 million pro forma  adjustment to accumulated  deficit
represents the gain on the cancellation of such Subordinated Debentures equal to
the  difference  between  the  carrying  value  of the  Subordinated  Debentures
cancelled  ($86.4  million)  and the fair value of the  preferred  stock  issued
($70.8  million)  less  the  $2.9  million  write-off  of  unamortized  deferred
financing  costs,  and less the $0.3 million of estimated  costs of the exchange
offer. For U.S. federal income tax purposes,  TIMET would recognize cancellation
of indebtedness income in an amount equal to the excess, if any, of the adjusted
issue price of the  Subordinated  Debentures  attributable  to the BUCS over the
fair  value of the  shares of  Series A  Preferred  Stock  issued on the date of
exchange.  However,  any income  generated from the exchange would  generally be
offset against TIMET's existing net operating loss carryforward ($114 million at
December 31, 2003) and would be reduced by the carrying value of any unamortized
deferred financing costs related to the BUCS purchased in the exchange that will
be  written  off.  The  adjusted  issue  price  of the  Subordinated  Debentures
attributable  to the BUCS is equal to the principal  amount of the  Subordinated
Debentures  related to the BUCS. At December 31, 2003,  TIMET had  approximately
$114 million of net operating  loss  carryforwards  for U.S.  federal income tax
purposes,  the benefit of which had not been recognized for financial  reporting
purposes  because TIMET has concluded that  realization of such benefit does not
meet the "more-likely-than-not" recognition criteria. There is no income tax for
financial  reporting purposes associated with such $12.4 million pro forma gain,
as TIMET would have utilized a portion of such net operating  loss  carryforward
to offset the tax liability generated from the exchange.  Upon completion of the
exchange  offer,  the actual amount of the gain  recognized  for both  financial
reporting  and  income tax  purposes,  if any,  as well as the actual  amount of
TIMET's  net  operating  loss  carryforward  utilized  to offset  the income tax
liability generated from the exchange,  if any, will likely differ from such pro
forma  amounts,  as the fair  value of the  shares of Series A  Preferred  Stock
issued is expected to differ from the amount included in the Unaudited Pro Forma
Condensed Consolidated Balance Sheet.

Termination of the Capital Trust - Full Exchange Pro Formas only


     Assuming that holders  representing all of the BUCS exchange their BUCS for
shares of Series A  Preferred  Stock in the  exchange  offer,  then  immediately
following  completion of the exchange  offer,  TIMET will  terminate the Capital
Trust. Such termination will be accomplished by the Capital Trust's cancellation
of the portion of the  Subordinated  Debentures  related to the Capital  Trust's
common securities,  and any accrued and unpaid interest thereon,  as well as the
Capital Trust's cancellation of its common securities.  There will be no gain or
loss associated with such cancellations.


     The $6.9 million pro forma  adjustment to TIMET's  investment in the common
securities  of the Capital  Trust  represents  the  cancellation  of the Capital
Trust's common securities. The $6.2 million pro forma adjustment to TIMET's debt
payable to the Capital Trust,  as well as the $0.7 million pro forma  adjustment
to TIMET's accrued interest on debt payable to the Capital Trust,  represent the
Capital  Trust's  cancellation  of the  Subordinated  Debentures  related to its
common securities.

Note 3- Pro forma adjustments - Unaudited Condensed  Consolidated  Statements of
Operations


     Interest on Subordinated Debentures


     Full Exchange Pro Formas. Upon completion of the exchange offer, TIMET will
contribute  the BUCS tendered and accepted for purchase in the exchange offer to
the  Capital  Trust,  which  will  cancel  the BUCS as well as the  Subordinated
Debentures  related  to the BUCS.  The $14.3  million  pro forma  adjustment  to
interest  expense for the year ended  December 31, 2003 and the $3.6 million pro


                                       31




forma  adjustment to interest  expense for the three months ended March 31, 2004
represents the elimination of interest on the Subordinated Debentures related to
the BUCS  accepted for purchase in the exchange  offer  (including  $0.3 million
related  to the  amortization  of  deferred  financing  costs for the year ended
December  31,  2003),  which  Subordinated  Debentures  are assumed to have been
cancelled  following  completion of the exchange  offer.  There is no income tax
associated with the elimination of such interest expense, as TIMET has concluded
that realization of its U.S. deferred income tax assets (including net operating
loss carryforwards) do not currently meet the "more-likely-than-not" recognition
criteria.  TIMET's  conclusion about the realization of its U.S. deferred income
tax assets would not have changed had this  interest  expense not actually  been
recognized  during the year ended  December  31, 2003 and the three months ended
March 31, 2004.

     Partial Exchange Pro Formas.  Upon completion of the exchange offer,  TIMET
will  contribute  the BUCS  tendered  and  accepted for purchase in the exchange
offer  to the  Capital  Trust,  which  will  cancel  the  BUCS  as  well  as the
Subordinated  Debentures  related  to the  BUCS.  The  $6.1  million  pro  forma
adjustment to interest expense for the year ended December 31, 2003 and the $1.6
million pro forma  adjustment  to interest  expense for the three  months  ended
March 31, 2004  represents  the  elimination  of  interest  on the  Subordinated
Debentures  related to the BUCS  accepted  for  purchase in the  exchange  offer
(including $0.1 million related to the amortization of deferred  financing costs
for the year ended December 31, 2003), which Subordinated Debentures are assumed
to have been cancelled  following  completion of the exchange offer. There is no
income tax associated  with the elimination of such interest  expense,  as TIMET
has concluded that realization of its U.S. deferred income tax assets (including
net   operating    loss    carryforwards)    do   not    currently    meet   the
"more-likely-than-not"   recognition  criteria.  TIMET's  conclusion  about  the
realization  of its U.S.  deferred  income tax assets would not have changed had
this  interest  expense  not  actually  been  recognized  during  the year ended
December 31, 2003 and the three months ended March 31, 2004.


Dividends on Series A Preferred Stock


     Full Exchange Pro Formas. Upon completion of the exchange offer, TIMET will
record the issuance of shares of the Series A Preferred Stock. The $13.6 million
pro forma  adjustment to dividends on the Series A Preferred  Stock for the year
ended  December 31, 2003 and the $3.4 million pro forma  adjustment to dividends
on the  Series A  Preferred  Stock for the three  months  ended  March 31,  2004
represent the amount of dividends  attributable  to the Series A Preferred Stock
assumed to be issued in the exchange offer  (4,024,820  shares of such preferred
stock,  at their $50 per share  liquidation  value,  multiplied  by their  6.75%
annual dividend yield).

     Partial Exchange Pro Formas.  Upon completion of the exchange offer,  TIMET
will record the  issuance of shares of the Series A  Preferred  Stock.  The $5.8
million pro forma  adjustment  to dividends on the Series A Preferred  Stock for
the year ended  December 31, 2003 and the $1.5 million pro forma  adjustment  to
dividends  on the Series A Preferred  Stock for the three months ended March 31,
2004  represent the amount of dividends  attributable  to the Series A Preferred
Stock  assumed  to be issued in the  exchange  offer  (1,727,700  shares of such
preferred stock, at their $50 per share liquidation  value,  multiplied by their
6.75% annual dividend yield).

     Full  Exchange  Pro Formas  and  Partial  Exchange  Pro  Formas.  Also upon
completion of the exchange  offer,  TIMET will  contribute the BUCS tendered and
accepted  for purchase in the exchange  offer to the Capital  Trust,  which will
cancel  the BUCS as well as the  Subordinated  Debentures  related  to the BUCS.
TIMET will recognize a gain or loss equal to the difference between the value of
the Series A Preferred  Stock issued and the carrying value of the  Subordinated
Debentures  subsequently  cancelled.  In accordance with Rule 11-02(b)(5) of the
SEC's   Regulation   S-X,  the   accompanying   Unaudited  Pro  Forma  Condensed
Consolidated  Statement of Operations does not reflect any adjustment related to
such gain,  which is more fully  described in the Unaudited Pro Forma  Condensed
Consolidated Balance Sheet and the notes thereto.

Termination of the Capital Trust - Full Exchange Pro Formas only

     Assuming that holders  representing all of the BUCS exchange their BUCS for
shares of Series A  Preferred  Stock in the  exchange  offer,  then  immediately
following  completion of the exchange  offer,  TIMET will  terminate the Capital
Trust. Such termination will be accomplished by the Capital Trust's cancellation
of the portion of the  Subordinated  Debentures  related to the Capital  Trust's
common securities,  and any accrued and unpaid interest thereon,  as well as the
Capital Trust's cancellation of its common securities. There will be no net gain
or loss associated with such cancellations.


                                       32




     The $0.4  million pro forma  adjustment  to  interest  expense for the year
ended  December 31, 2003 and the $0.1 pro forma  adjustment to interest  expense
for the three months ended March 31, 2004 represent the  elimination of interest
on the Subordinated Debentures related to the Capital Trust's common securities,
which  Subordinated  Debentures  are  assumed to have been  cancelled  following
completion of the exchange offer. The $0.4 million pro forma adjustment to other
non-operating income (expense), net for the year ended December 31, 2003 and the
$0.1 pro forma adjustment to other non-operating  income (expense),  net for the
three months ended March 31, 2004  represent  elimination  of TIMET's  equity in
earnings  associated with the Capital Trust's common securities,  which are also
assumed to have been cancelled following completion of the exchange offer.


Per Share Amounts


     Full Exchange Pro Formas.  The  historical and pro forma income (loss) from
continuing operations available for common stock per share is based upon the 3.2
million  weighted  average  number of shares of TIMET's  common  stock  actually
outstanding  during the year ended  December 31, 2003 and the three months ended
March 31,  2004.  The  conversion  of the  shares of  Series A  Preferred  Stock
(4,024,820  shares)  assumed to have been issued in the exchange  offer would be
antidilutive,  in that the effect of eliminating  the preferred  stock dividends
($13.6  million for the year ended  December  31, 2003 and $3.4  million for the
three months  ended March 31,  2004) would have more than offset the  additional
number of shares of TIMET common stock  (1,341,607  shares) that would have been
outstanding  assuming  conversion of the Series A Preferred Stock into shares of
TIMET common stock (4,024,820 shares of preferred stock at the exchange ratio of
one-third of a share of TIMET common stock for each share of preferred stock).

     Partial  Exchange Pro Formas.  The  historical  and pro forma income (loss)
from  continuing  operations  available for common stock per share is based upon
the 3.2  million  weighted  average  number of shares of  TIMET's  common  stock
actually  outstanding  during the year  ended  December  31,  2003 and the three
months ended March 31, 2004.  The conversion of the shares of Series A Preferred
Stock  (1,727,700)  assumed to have been issued in the  exchange  offer would be
antidilutive,  in that the effect of eliminating  the preferred  stock dividends
($5.8  million for the year ended  December  31,  2003 and $1.5  million for the
three months  ended March 31,  2004) would have more than offset the  additional
number  of  shares  of  TIMET  common  stock  (575,900)  that  would  have  been
outstanding  assuming  conversion of the Series A Preferred Stock into shares of
TIMET common stock (1,727,700 shares of preferred stock at the exchange ratio of
one-third of a share of TIMET common stock for each share of preferred stock).


                                       33




                                 CAPITALIZATION


     The  following  table  presents  information  regarding  our  cash and cash
equivalents and  capitalization as of March 31, 2004 on an actual basis and on a
pro forma basis to reflect the consummation of the exchange offer, the repayment
of interest on the Subordinated Debentures and other pro forma assumptions.  The
information set forth below should be read in conjunction with the Unaudited Pro
Forma Condensed  Consolidated  Financial  Statements  included elsewhere in this
prospectus, and our unaudited consolidated financial statements and accompanying
notes as of March 31, 2004,  which are included in our Quarterly  Report on Form
10-Q for the quarter ended March 31, 2004  incorporated  into this prospectus by
reference.  The  Full  Exchange  Pro  Formas  assume  holders  representing  all
4,024,820 of the BUCS will exchange  their BUCS for 4,024,820  shares of TIMET's
new Series A Preferred Stock in the exchange offer,  while the Partial  Exchange
Pro Formas assume that holders representing only 42.9% of the BUCS, or 1,727,700
BUCS  (consisting  of the BUCS held by certain  persons that have indicated that
they intend to tender their BUCS in the exchange offer) will exchange their BUCS
for  1,727,700  shares of TIMET's new Series A Preferred  Stock in the  exchange
offer.





                                                                             As of March 31, 2004
                                                               -----------------------------------------------
                                                                                          Pro Forma
                                                                                 -----------------------------
                                                                                                    Partial
                                                                               Full Exchange      Exchange Pro
                                                                  Actual         Pro Formas          Formas
                                                               -----------     --------------     ------------
                                                                                 (in millions)


                                                                                       

             Cash and cash equivalents                         $     32.8     $        10.4     $        10.4
                                                               ==========     =============     =============

             Debt and capital lease obligations:
                 Debt payable to Capital Trust                 $    207.5     $         -       $       121.1
                 Capital lease obligations                           10.3              10.3              10.3
                                                               ----------     -------------     -------------
                   Total debt and capital lease obligations         217.8              10.3             131.4

             Stockholders' equity                                   163.4             357.7             246.6
                                                               ----------     -------------     -------------

                   Total capitalization                        $    381.2             368.0     $       378.0
                                                               ==========     =============     =============



                                       34





                            MARKET AND MARKET PRICES


     On March 24, 2004,  we announced  that our board of directors  had approved
the amendment to our  certificate  of  incorporation  to increase our authorized
capital  stock,  subject to the approval of our  stockholders.  Approval of this
amendment is a condition to the closing of the exchange offer.  See "Description
of  the  Exchange   Offer--Conditions   to  the  Exchange   Offer."  Holders  of
approximately  52.8% of our  outstanding  common stock have  indicated that they
intend to have such  shares  represented  at the  annual  stockholders'  meeting
scheduled  to be held on  August  5,  2004  and to vote  such  shares  for  this
amendment.  If all such shares are voted as  indicated,  the  amendment  will be
approved.

     The BUCS are quoted on the Pink  Sheets and traded in the  over-the-counter
market under the symbol "TMCXP." Each of the BUCS is currently  convertible into
..1339 of a share of our common stock (.6695 of a share after the consummation of
the proposed  five-for-one  stock split).  Our common stock is traded on the New
York Stock  Exchange under the symbol "TIE." The high and low closing prices for
the BUCS (as reported on Nasdaq's website) and the high and low sales prices our
common stock for the periods indicated are set forth below. All prices have been
adjusted to reflect the one-for-ten  reverse stock split, which became effective
after the close of trading on February 14, 2003,  but have not been  adjusted to
reflect our proposed five-for-one stock split.





                                                             Common Stock                     BUCS
                                                      ---------------------------  ---------------------------
                                                          High           Low           High           Low
                                                      --------------   ---------   ------------     ----------
      Year ending December 31, 2004:
                                                                                      
          First quarter                               $    103.48   $     42.40    $     48.00    $     32.75
          Second quarter (through June __, 2004)          [_____]        [____]          [____]         [____]

      Year ended December 31, 2003:
          First quarter                               $     24.40   $     15.60    $     15.54    $      2.25
          Second quarter                                    35.00         20.95          22.38          10.00
          Third quarter                                     38.40         29.15          25.00          23.50
          Fourth quarter                                    60.20         33.50          33.00          24.50

      Year ended December 31, 2002:
          First quarter                               $     54.00   $     32.50    $     15.00    $     15.00
          Second quarter                                    53.00         35.00          20.13          19.03
          Third quarter                                     40.20         16.50        - (1)         - (1)
          Fourth quarter                                    22.90          9.10          14.07           5.00
---------



(1)  No BUCS were traded during this period.


     On June __,  2004,  the closing  price of our common  stock was $______ per
share. As of March 29, 2004, there were 322 stockholders of record of our common
stock, which we estimate represents approximately 5,000 actual stockholders.

     The last  reported  sale of BUCS was quoted on the Pink  Sheets on June __,
2004 at a price of $[____] per BUCS. As of June 1, 2004, there were five holders
of record of the BUCS.

     In the third quarter of 1999, we suspended  payment of quarterly  dividends
on our common stock. Our U.S. credit facility, entered into in early 2000 and as
amended in 2001,  2002 and 2004,  permits the payment of dividends on our common
stock and the repurchase of common stock unless excess availability,  as defined
in the credit facility,  is less than $40 million (after  considering the effect
of such dividend or repurchase).  In addition,  the indenture  pursuant to which
the  Subordinated  Debentures  held by the Capital  Trust permits the payment of
dividends on our common stock and the  repurchase  of our common stock unless we
have  exercised  our  right  to  defer  interest  payments  on the  Subordinated
Debentures.


     Distributions  on the BUCS are  payable at the annual rate of 6.625% of the
liquidation  amount of $50 per BUCS.  Subject to the  extension of  distribution

                                       35



payment periods set forth below,  distributions are payable quarterly in arrears
on each March 1, June 1,  September 1 and December 1. The ability of the Capital
Trust to pay  distributions  on the BUCS is solely  dependent  on its receipt of
interest payments from us on the Subordinated Debentures.

     In May 2000,  we  exercised  our right to defer  interest  payments  on the
Subordinated  Debentures,  which resulted in a deferral of  distributions on the
BUCS.  On June 1, 2001,  we  resumed  payment of  interest  on the  Subordinated
Debentures by making the scheduled  payment of $3.3 million on the  Subordinated
Debentures  relating  to the BUCS and paid  the  previously  deferred  aggregate
interest of $13.9 million on the Subordinated  Debentures  relating to the BUCS.
Concurrent  with the  payment  of such  deferred  interest  on the  Subordinated
Debentures  relating to the BUCS,  the Capital Trust made the scheduled  June 1,
2001  distribution  on the BUCS of $3.3  million  and also  paid the  previously
deferred  distributions on the BUCS, which aggregated $13.9 million.  In October
2002,  we  again  exercised  our  right  to  defer  interest   payments  on  the
Subordinated Debentures. This deferral was effective beginning with the December
1, 2002 scheduled  interest  payment and resulted in  distributions  on the BUCS
being deferred. On March 24, 2004, we announced that we were resuming payment of
interest on the Subordinated  Debentures  beginning with the scheduled  interest
payment  on June 1,  2004  and that we would  also pay all  previously  deferred
interest, and on April 15, 2004, we paid all such  previously-deferred  interest
on the  Subordinated  Debentures  relating to the BUCS,  which  aggregated $21.0
million.   Concurrent  with  the  payment  of  such  deferred  interest  on  the
Subordinated  Debentures  relating to the BUCS,  on April 15, 2004,  the Capital
Trust paid all  previously-deferred  distributions on the BUCS, which aggregated
$21.0 million.


     During  any  deferral  period,  we  are  unable  under  the  terms  of  the
Subordinated  Debentures and the BUCS to, among other things,  pay dividends on,
redeem,  purchase  or make a  liquidation  payment  with  respect  to any of our
capital stock, including the Series A Preferred Stock.

     We currently  intend to pay  quarterly  dividends on the Series A Preferred
Stock. Our U.S. bank credit facility  currently permits the payment of dividends
on the Series A Preferred Stock unless excess availability,  as determined under
the credit facility,  is less than $25 million. In addition,  if any BUCS remain
outstanding  after the  consummation  of the  exchange  offer,  the BUCS will be
senior to the Series A Preferred Stock with respect to dividend  rights,  and we
may pay dividends on the Series A Preferred  Stock unless we have  exercised our
right to defer interest payments on the Subordinated  Debentures relating to the
BUCS. Also, under Delaware law, we can generally make payments of cash dividends
only from our  "surplus"  (the  excess of our total  assets  over the sum of our
total  liabilities  plus the amount of our capital as determined by our board of
directors)  or profits  from the year in which the dividend is paid or the prior
year; however, we may not have any surplus.


                                       36




                        DESCRIPTION OF THE EXCHANGE OFFER


Background and Purposes of the Exchange Offer

     Our  long-term  strategy  is to maximize  the value of our core  commercial
aerospace business while also developing new markets,  applications and products
to help reduce our traditional  dependence on the commercial aerospace industry.
In the near-term, we continue to focus on, among other things, reducing our cost
structure and taking other  actions to continue to generate  positive cash flow,
improve our liquidity and return to profitability.

     In early 2004, we evaluated  alternatives  to the BUCS that would (i) allow
us to reduce outstanding  indebtedness and increase our stockholders' equity and
(ii)  provide  holders of the BUCS with a  reasonable  alternative  security  to
exchange for their BUCS.  Our board of directors also believed that the exchange
offer would be in our and our common  stockholders'  best  interests  because it
would both  preserve  our current  liquidity  and would also  improve our future
liquidity by  eliminating  the mandatory  redemption  provision of the BUCS. Our
board of directors determined that offering to exchange the outstanding BUCS for
a new series of preferred stock would allow us to achieve these objectives.

     The exchange offer has been unanimously  approved by the outside members of
our board of directors and unanimously approved by our entire board of directors
with J. Landis Martin (who beneficially  owns 113,000 BUCS) abstaining.  None of
the other members of the board abstained from such votes.  Two of the members of
the board,  Glenn R.  Simmons and Steven L.  Watson,  also serve as directors of
Valhi and, as such, may be deemed to  beneficially  own the 14,700 BUCS owned by
Valhi,  although each disclaims  beneficial  ownership of such BUCS. The factors
considered  by the board in their  deliberations  with  respect to the  exchange
offer include those enumerated below. While all of these factors were considered
by the  board,  the board did not make  determinations  with  respect to each of
these factors.  Rather, the board made its judgment with respect to the exchange
offer based on the total mix of  information  available to it, and the judgments
of individual  directors may have been  influenced to a greater or lesser degree
by their individual views with respect to different factors.

     In making its decision to approve the exchange offer,  the board considered
the following factors that supported the exchange offer:

     o    The  exchange of BUCS for shares of the Series A Preferred  Stock will
          improve our  consolidated  balance  sheet by reducing our  outstanding
          indebtedness and increasing  stockholders'  equity.  In November 1996,
          the Capital Trust issued  $201.3  million BUCS and $6.2 million of its
          6.625% common securities. The Capital Trust used the proceeds from the
          issuance of BUCS and the common  securities to purchase $207.5 million
          principal  amount of its  Subordinated  Debentures.  The  Subordinated
          Debentures and accrued interest  receivable are the only assets of the
          Capital Trust. We own all of the outstanding  common securities of the
          Capital Trust, and the Capital Trust is a wholly-owned  subsidiary and
          grantor trust of TIMET.  Prior to December 31, 2003,  we  consolidated
          the  Capital  Trust.  As  a  result  of   recently-issued   accounting
          pronouncements  we adopted as of December  31,  2003,  retroactive  to
          January 1,  1999,  we  determined  that the  Capital  Trust was both a
          special purpose entity and a variable  interest entity (as those terms
          are defined in Financial Accounting Standards Board Interpretation No.
          46R, Consolidation of Variable Interest Entities).  As a result, we no
          longer consolidate the Capital Trust, and our investment in the common
          securities  of the  Capital  Trust  is  reflected  as an  asset on our
          consolidated balance sheet accounted for by the equity method, and the
          Subordinated  Debentures  are  reflected  as  long-term  debt  on  our
          consolidated  balance sheet.  All of the BUCS accepted for exchange in
          the exchange offer will be cancelled.  Consequently,  a portion of the
          Subordinated Debentures related to the BUCS accepted for exchange will
          be eliminated from our  consolidated  balance sheet,  and the Series A
          Preferred  Stock  issued in exchange for the BUCS will be reflected as
          part of  equity on our  consolidated  balance  sheet.  If all BUCS are
          accepted for exchange in the exchange  offer,  all of the BUCS will be
          cancelled, the Capital Trust will be terminated, and our investment in
          the common  securities of the Capital Trust, as well as the portion of
          the Subordinated Debentures related to such common securities, will be
          eliminated from our consolidated balance sheet.


     o    The BUCS must be  redeemed in 2026,  and this date may be  accelerated
          under  certain  circumstances.  The  Series A  Preferred  Stock is not

                                       37



          mandatorily  redeemable  at any  time.  Elimination  of the  mandatory
          redemption  obligation relating to the BUCS should increase our future
          liquidity.

     o    For financial reporting purposes, interest expense on the Subordinated
          Debentures is included in the  determination  of our  consolidated net
          income (loss).  Dividends on the Series A Preferred Stock would not be
          included in the  determination  of our consolidated net income (loss),
          although  dividends on the Series A Preferred  Stock would be included
          in the  determination  of  net  income  (loss)  available  for  common
          stockholders.

     o    While  distributions  on  the  BUCS  may  be  deferred  for  up  to 20
          successive quarters.,  we will pay dividends on the Series A Preferred
          Stock only when, as and if declared by our board of directors, thereby
          providing us with greater flexibility in terms of payment. However, if
          dividends  on the Series A  Preferred  Stock are in arrears  for 12 or
          more quarters,  the holders of the Series A Preferred  Stock will have
          the right to elect  one  additional  member of our board of  directors
          until all accumulated dividends are paid.

     o    We believe that a public  offering of preferred  stock to generate the
          funds necessary to retire the BUCS would be on terms less favorable to
          us and  involve  significant  investment  banking  and other  offering
          costs.


     o    The conversion of the Series A Preferred Stock into common stock would
          eliminate  the  cumulative  dividend on the Series A  Preferred  Stock
          (approximately  $13.6  million per year,  assuming the exchange of all
          BUCS into shares of Series A Preferred Stock).


     o    Under  current  federal  tax  law,  dividends  paid  on the  Series  A
          Preferred  Stock  through  2008  that  are  qualified  dividends  will
          generally be taxed at the rate applicable to long-term  capital gains,
          which  currently is a maximum of 15% for persons or entities  taxed as
          individuals,  while  distributions  on the BUCS are taxed as  ordinary
          income.   Corporate   holders   of  BUCS   are  not   entitled   to  a
          dividends-received  deduction  for any  distributions  received on the
          BUCS, but corporate  holders of Series A Preferred  Stock are entitled
          to a dividends-received  deduction for dividends received with respect
          to the Series A Preferred Stock.

     o    While distributions associated with the BUCS are taxable to the holder
          whether  or not they are  currently  paid,  dividends  on the Series A
          Preferred Stock are taxable to the holder only when paid.


     The board of directors also considered the following  additional factors in
evaluating the exchange offer:

     o    The existence of potential or actual  conflicts of interest of certain
          of our  directors,  officers and principal  stockholder  in connection
          with the exchange offer. See "Conflicts of Interest."

     o    While we may deduct the interest paid on the  Subordinated  Debentures
          associated with the BUCS for federal tax purposes,  the dividends paid
          on the  Series A  Preferred  Stock are not  deductible.  However,  the
          increase in income resulting from the  non-deductible  preferred stock
          dividend would  generally be offset against our existing net operating
          loss carryforward ($114 million at December 31, 2003) and therefore we
          do not  expect any  significant  tax  liability  in the near term as a
          consequence of the exchange offer.

     o    The  coupon  rate on the Series A  Preferred  Stock of 6.75% is higher
          than the 6.625% dividend rate on the BUCS.

     o    Holders of Series A  Preferred  Stock  will be able to  convert  their
          shares  at a  conversion  price  of $30 per  share,  rather  than  the
          conversion  price of the BUCS of $74.68 per share  (assuming,  in each
          case, the consummation of the proposed  five-for-one  stock split). If
          all of the BUCS are  exchanged  for Series A  Preferred  Stock and all


                                       38




          such shares of Series A  Preferred  Stock are  subsequently  converted
          into shares of our common  stock,  we would issue  approximately  four
          million more shares of common stock (equivalent to approximately 17.7%
          of the total that would then be outstanding)  than we would issue upon
          conversion  of all of the  BUCS.  If  the  five-for-one  split  is not
          consummated, then the conversion price of the Series A Preferred Stock
          will be $150 per share as compared to the $373.40 per share conversion
          price of the BUCS.

     o    If all of the BUCS are not  exchanged,  we will not achieve all of the
          benefits of the exchange offer.


Terms of the Exchange Offer; Period for Tendering

     This  prospectus and the  accompanying  letter of  transmittal  contain the
terms and  conditions of the exchange  offer.  Upon the terms and subject to the
conditions  included  in  this  prospectus  and in the  accompanying  letter  of
transmittal,  which together are the exchange offer, we will accept for exchange
BUCS that are properly  tendered on or prior to the expiration date,  unless you
have previously withdrawn them.

     o    When you tender to us BUCS as provided  below,  our  acceptance of the
          BUCS will constitute a binding  agreement  between you and us upon the
          terms and  subject to the  conditions  in this  prospectus  and in the
          accompanying letter of transmittal.

     o    For each of the BUCS you tender  accepted by us in the exchange offer,
          we will  issue  you one  share  of  Series  A  Preferred  Stock.  Upon
          expiration  of the  exchange  offer,  the Capital  Trust will also pay
          accrued and unpaid  distributions  with  respect to the BUCS up to the
          date of acceptance on all BUCS accepted for exchange.


     o    The exchange offer is conditioned on approval by our  stockholders  of
          the  exchange  offer  and  of  an  amendment  to  our  certificate  of
          incorporation  to increase the number of shares that we are authorized
          to issue.  Our  obligation to accept BUCS for exchange in the exchange
          offer  is  also  subject  to  the  other  conditions  described  under
          "--Conditions to the Exchange Offer."


     o    The  exchange  offer  expires at 12:00  midnight New York City time on
          _________,  2004. We may, however, in our sole discretion,  extend the
          period of time for which the  exchange  offer is open.  References  in
          this  prospectus to the  expiration  date mean 12:00 midnight New York
          City time on  _________,  2004 or, if  extended by us, the latest time
          and date to which we extend the exchange offer.

     o    We will keep the  exchange  offer open for no fewer  than 20  business
          days, or longer if required by applicable  law, after the date that we
          first mail notice of the exchange offer to the holders of the BUCS.

     o    We expressly  reserve the right,  at any time, to extend the period of
          time  during  which the  exchange  offer is open,  and  thereby  delay
          acceptance  of any  BUCS,  by  giving  oral or  written  notice  of an
          extension  to the exchange  agent and notice of that  extension to the
          holders as described below. During any extension,  all BUCS previously
          tendered will remain subject to the exchange  offer unless  withdrawal
          rights are  exercised.  Any BUCS not  accepted  for  exchange  for any
          reason  will be  returned  without  expense  to the  tendering  holder
          promptly after the expiration or termination of the exchange offer.

     o    We  expressly  reserve the right to amend or  terminate  the  exchange
          offer at any time prior to the expiration  date, and not to accept for
          exchange any BUCS that we have not yet accepted for  exchange,  if any
          of  the  conditions  of  the  exchange  offer  specified  below  under
          "Conditions to the Exchange Offer" are not satisfied.

     o    We will  give oral or  written  notice  of any  extension,  amendment,
          waiver,  termination or  non-acceptance  described above to holders of
          the BUCS  promptly.  If we amend this exchange offer in any respect or
          waive any condition to the exchange offer, we will give written notice
          of the  amendment  or  waiver  to the  exchange  agent and will make a
          public  announcement  of  the  amendment  or  waiver  as  promptly  as

                                       39



          practicable afterward.  If we extend the expiration date, we will give
          notice by means of a press  release or other  public  announcement  no
          later than 9:00 a.m.,  New York City time,  on the  business day after
          the previously scheduled expiration date. As required by SEC rules, we
          will extend the exchange  offer by at least five  business  days if we
          amend  the  offer  in any  material  respect,  including  waiver  of a
          material condition. Without limiting the manner in which we may choose
          to make any public announcement and subject to applicable law, we will
          have no obligation to publish,  advertise or otherwise communicate any
          public  announcements  other than by issuing a release to PR  Newswire
          Association LLC.

     o    Holders of BUCS do not have any  appraisal  or  dissenters'  rights in
          connection with the exchange offer.

     o    We  intend  to  conduct  the  exchange  offer in  accordance  with the
          applicable  requirements  of the  Securities  Exchange Act of 1934, as
          amended, and the applicable rules and regulations of the United States
          Securities and Exchange Commission.

Important Reservation of Rights Regarding the Exchange Offer

     You should note that:

     o    All questions as to the validity,  form, eligibility,  time of receipt
          and  acceptance of BUCS tendered for exchange will be determined by us
          in our  sole  discretion,  and our  determination  will be  final  and
          binding.

     o    We reserve  the  absolute  right to reject any and all  tenders of any
          particular BUCS not properly  tendered or not to accept any particular
          BUCS the acceptance of which might, in our judgment or the judgment of
          our counsel, be unlawful.

     o    We  also  reserve  the   absolute   right  to  waive  any  defects  or
          irregularities  as to any  particular  BUCS either before or after the
          expiration date, including the right to waive the ineligibility of any
          holder who seeks to tender BUCS in the exchange  offer.  If we waive a
          condition with respect to any particular  holder, we will waive it for
          all holders.  Unless we agree to waive any defect or  irregularity  in
          connection  with the  tender of BUCS for  exchange,  you must cure any
          defect or  irregularity  within  any  reasonable  period of time as we
          determine.

     o    Our  interpretation  of the terms and conditions of the exchange offer
          either before or after the  expiration  date will be final and binding
          on all parties.

     o    Neither TIMET, the information agent, the exchange agent nor any other
          person  will be under any duty to give  notification  of any defect or
          irregularity with respect to any tender of BUCS for exchange, nor will
          any of them incur any liability for failure to give any notification.

Conditions to the Exchange Offer

     We will accept for  exchange all BUCS  validly  tendered and not  withdrawn
before the expiration of the exchange  offer.  We will not be required to accept
for exchange  any BUCS and may  terminate,  amend or extend the  exchange  offer
before the acceptance of the BUCS, if, on or before the expiration date:

     o    holders of at least a majority of the outstanding shares of our common
          stock  have  not  approved  the  exchange  offer   described  in  this
          prospectus;

     o    holders of at least a majority of the outstanding shares of our common
          stock  have  not  approved  the  amendment  to  our   certificate   of
          incorporation  to increase the number of shares that we are authorized
          to issue;

     o    we or any of our subsidiaries  does not receive or obtain any consent,
          authorization,  approval  or  exemption  of or from  any  governmental

                                       40



          authority  that may be required or  advisable in  connection  with the
          completion of this exchange  offer,  including  that the  registration
          statement  of which  this  prospectus  is a part  shall  not have been
          declared, or shall not continue to be, effective;

     o    any action,  proceeding or litigation seeking to enjoin, make illegal,
          delay the  completion  of or  challenge  in any respect  the  exchange
          offer,  or otherwise  relating in any manner to the exchange offer, is
          instituted or threatened;


     o    any  order,  stay,   judgment  or  decree  is  issued  by  any  court,
          government,    governmental   authority   or   other   regulatory   or
          administrative  authority  and  is in  effect  or any  statute,  rule,
          regulation, governmental order or injunction shall have been proposed,
          enacted,  enforced or deemed  applicable to the exchange offer, any of
          which would or might  restrain,  prohibit or delay  completion  of the
          exchange offer;


     o    any tender or exchange  offer,  other than this exchange  offer,  with
          respect  to  some  or all  of the  outstanding  BUCS,  or any  merger,
          acquisition or other business  combination  proposal involving us or a
          substantial portion of our assets, shall have been proposed, announced
          or made by any person or entity; or

     o    there has occurred;

     o    any general  suspension  of trading in, or  limitation  on prices for,
          securities   on   any   national   securities   exchange   or  in  the
          over-the-counter market in the United States;

     o    the declaration of a banking  moratorium or any suspension of payments
          in respect of banks in the United States;

     o    any change in the general  political,  market,  economic or  financial
          conditions  in  the  United  States  or  abroad  that  could,  in  our
          reasonable  judgment,  have a material adverse effect on our business,
          condition  (financial  or other),  income,  operations or prospects or
          otherwise  materially  impair  in  any  way  our  contemplated  future
          conduct;

     o    in the  case  of any of the  foregoing  existing  at the  time  of the
          commencement  of  the  exchange  offer,  a  material  acceleration  or
          worsening thereof; or


     o    a material  adverse  change in our  financial  condition  or  business
          prospects  that our  board  has  determined  makes  completion  of the
          exchange offer inadvisable.

     Holders of our common  stock will vote on the  proposals  described  in the
first two items listed above at our annual stockholders' meeting scheduled to be
held on August 5, 2004. Holders of approximately 52.8% of our outstanding common
stock have  indicated  that they intend to have such shares  represented at this
meeting  and to vote such  shares for these  proposals.  If all such  shares are
voted as indicated, these proposals will be approved.


     The conditions listed above are for our sole benefit and may be asserted by
us regardless of the circumstances giving rise to any of these conditions. On or
before the expiration date, we may waive these conditions in our sole discretion
in whole or in part at any time and from time to time.  Our  failure at any time
to  exercise  any of the above  rights will not be  considered  a waiver of that
right,  and these  rights will be  considered  to be ongoing  rights that may be
asserted, before the expiration date, at any time and from time to time.

     If we determine in our reasonable discretion that any of the conditions are
not satisfied, we may:

     o    refuse to accept any BUCS,  return all tendered  BUCS to the tendering
          holders, and terminate the exchange offer;

     o    extend the  exchange  offer and retain  all BUCS  tendered  before the
          expiration of the exchange offer,  subject,  however, to the rights of
          holders to withdraw these BUCS (see "Withdrawal Rights" below); or

                                       41




     o    waive unsatisfied conditions relating to the exchange offer and accept
          all properly tendered BUCS that have not been withdrawn.

     If we waive  any  material  condition  to the  offer,  we will  extend  the
exchange offer by at least five business days, as required by Rule 13e-4(e)(3).

Procedures for Tendering

     What to submit and how

     If you,  as the  registered  holder of BUCS,  wish to tender  your BUCS for
exchange in the exchange offer, you must transmit a properly  completed and duly
executed  letter of transmittal (or agent's message in lieu thereof as described
below under "Book-Entry Transfer") to American Stock Transfer and Trust Company,
as exchange agent, at the address set forth on the back cover of this prospectus
on or prior to the expiration date.

     In addition,

     o    a timely  confirmation  of a  book-entry  transfer  of  BUCS,  if such
          procedure is available, into the exchange agent's account at DTC using
          the  procedure  for  book-entry  transfer  described  below,  must  be
          received by the exchange agent prior to the expiration date; or

     o    you must  comply with the  guaranteed  delivery  procedures  described
          below.

     The method of  delivery  of BUCS,  letters of  transmittal  and  notices of
guaranteed  delivery are at your  election and risk.  If delivery is by mail, we
recommend that registered mail, properly insured, with return receipt requested,
be used.  In all cases,  sufficient  time  should be  allowed  to assure  timely
delivery. No letters of transmittal or BUCS should be sent to TIMET.

     How to sign your letter of transmittal and other documents

     Signatures on a letter of  transmittal  or a notice of  withdrawal,  as the
case may be, must be guaranteed  unless the BUCS being  surrendered for exchange
are tendered either:

     o    by a  registered  holder  of the  BUCS who has not  completed  the box
          entitled   "Special   Issuance   Instructions"  or  "Special  Delivery
          Instructions" on the letter of transmittal; or

     o    for the account of an eligible institution.

     If signatures on a letter of transmittal or a notice of withdrawal,  as the
case may be, are required to be guaranteed, the guarantees must be guaranteed by
an "eligible  guarantor  institution"  meeting the  requirements of the exchange
agent,  which  requirements  include membership or participation in the Security
Transfer Agent  Medallion  Program,  referred to in this prospectus as STAMP, or
such other  "signature  guarantee  program" as may be determined by the exchange
agent in addition to, or in substitution  for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

     If the letter of  transmittal or powers of attorney are signed by trustees,
executors,   administrators,    guardians,   attorneys-in-fact,    officers   or
corporations  or others acting in a fiduciary or  representative  capacity,  the
person  should so indicate  when signing  and,  unless  waived by TIMET,  proper
evidence  satisfactory  to TIMET of those persons' or entities'  authority to so
act must be submitted.

Tender of BUCS Through DTC

     To  effectively  tender BUCS that are held through  DTC,  DTC  participants
must,  instead of physically  completing and signing the letter of  transmittal,
electronically  transmit their  acceptance  through DTC's Automated Tender Offer
Program,  or ATOP (for which the exchange offer will be eligible),  and DTC will

                                       42


then edit and verify the acceptance and send an agent's  message to the exchange
agent for its  acceptance.  DTC is obligated  to  communicate  these  electronic
instructions  to the exchange agent. To tender BUCS through ATOP, the electronic
instructions  sent to DTC and  transmitted  by DTC to the  exchange  agent  must
contain the character by which the DTC participant  acknowledges  its receipt of
and agrees to be bound by the letter of  transmittal.  Delivery of tendered BUCS
must  be  made  to  the  exchange  agent  pursuant  to the  book-entry  delivery
procedures set forth below or the tendering DTC participant must comply with the
guaranteed delivery procedures set forth below.

Book-Entry Transfer

     The exchange agent will make a request to establish an account with respect
to the BUCS at DTC for purposes of the exchange offer promptly after the date of
this  prospectus.  Any  financial  institution  that is a  participant  in DTC's
systems may make  book-entry  delivery  of BUCS by causing DTC to transfer  BUCS
into the exchange  agent's  account in accordance  with DTC's  Automated  Tender
Offer Program (ATOP) procedures for transfer. However, the exchange for the BUCS
so tendered will only be made after timely  confirmation of book-entry  transfer
of BUCS into the exchange  agent's  account,  and timely receipt by the exchange
agent of an agent's  message,  transmitted  by DTC and  received by the exchange
agent and forming a part of a book-entry confirmation.  The agent's message must
state that DTC has  received  an  express  acknowledgment  from the  participant
tendering  BUCS that are the subject of that  book-entry  confirmation  that the
participant  has  received  and agrees to be bound by the terms of the letter of
transmittal, and that we may enforce the agreement against that participant.

     If your  BUCS  are  held  through  DTC,  you must  complete  a form  called
"instructions to registered  holder and/or book-entry  participant,"  which will
instruct the DTC  participant  through whom you hold your BUCS of your intention
to tender  your BUCS or not  tender  your BUCS.  Please  note that  delivery  of
documents to DTC in accordance with its procedures does not constitute  delivery
to the  exchange  agent  and we will not be able to accept  your  tender of BUCS
until the exchange agent receives a letter of transmittal (or an agent's message
in lieu  thereof)  and a book-entry  confirmation  from DTC with respect to your
BUCS. A copy of that form is available from the exchange agent.

     Except   as   described   under   "Description   of  the   BUCS--Book-Entry
System--Certificated  Shares,"  we have  arranged  for the  shares  of  Series A
Preferred Stock to be evidenced by one or more global  securities  registered in
the name of Cede & Co., as DTC's nominee,  and each holder's interest in it will
be  transferable  only in book-entry  form through DTC. See  "Description of the
Series A Preferred Stock--Global Securities."

Guaranteed Delivery Procedures

     If you are a holder  of BUCS  and you want to  tender  your  BUCS,  but the
procedure  for  book-entry  transfer  cannot be completed on a timely  basis,  a
tender may be effected if:

     (1)  the tender is made through an eligible institution;

     (2)  prior  to  the  expiration  date,  the  exchange  agent  receives,  by
          facsimile  transmission,  mail or hand  delivery,  from that  eligible
          institution  a  properly   completed  and  duly  executed   letter  of
          transmittal and notice of guaranteed  delivery,  substantially  in the
          form provided by us and stating:

          o    the name and address of the holder of BUCS;

          o    the amount of BUCS tendered; and

          o    that the  tender is being  made by  delivering  that  notice  and
               guaranteeing  that within three New York Stock  Exchange  trading
               days  after the date of  execution  of the  notice of  guaranteed
               delivery,  confirmation of a book-entry  transfer of the tendered
               BUCS to the exchange agent is received; and

     (3)  confirmation  of a  book-entry  transfer is  received by the  exchange
          agent within three New York Stock Exchange trading days after the date
          of execution of the notice of guaranteed delivery.

                                       43


Acceptance of BUCS and Delivery of Series A Preferred Stock

     Once all of the  conditions to the exchange  offer are satisfied or waived,
we will accept,  promptly after the expiration date, all BUCS properly  tendered
and will issue the shares of Series A Preferred Stock. See  "--Conditions to the
Exchange  Offer." For  purposes  of the  exchange  offer,  our giving of oral or
written  notice of our  acceptance to the exchange  agent will be considered our
acceptance of the exchange offer.

     In all cases,  we will issue shares of Series A Preferred Stock in exchange
for BUCS that are  accepted  for  exchange  only  after  timely  receipt  by the
exchange agent of:

     o    a  book-entry  confirmation  of  transfer  of BUCS  into the  exchange
          agent's  account  at DTC  using  the  book-entry  transfer  procedures
          described below; and

     o    a properly  completed  and duly  executed  letter of  transmittal  (or
          agent's message in lieu thereof.)

     We will have accepted  validly tendered BUCS if and when we have given oral
or written  notice to the exchange  agent.  The exchange agent will act as agent
for the  tendering  holders for the purposes of receiving the shares of Series A
Preferred Stock from us, and will make the exchange on, or promptly  after,  the
expiration  date.  Following this exchange the holders in whose names the shares
of Series A Preferred  Stock will be issuable  upon  exchange will be deemed the
holders of record of the shares of Series A Preferred Stock.

     The reasons we may not accept tendered BUCS are:

     o    the BUCS were not  validly  tendered  pursuant to the  procedures  for
          tendering. See "Procedures for Tendering;"

     o    we determine in our reasonable  discretion  that any of the conditions
          to the exchange offer have not been satisfied.  See "Conditions to the
          Exchange Offer;"

     o    a holder has  validly  withdrawn a tender of BUCS as  described  under
          "Withdrawal Rights;" or

     o    we have,  prior to the expiration date of the exchange offer,  delayed
          or  terminated  the  exchange  offer for any of the  reasons set forth
          under the  caption  "--Conditions  to the  Exchange  Offer."  See also
          "--Terms of the Exchange Offer; Period for Tendering."

     If we do not accept any tendered  BUCS for any reason,  any  unaccepted  or
non-exchanged  BUCS tendered promptly after the expiration or termination of the
exchange offer will be returned.

     BUCS that are not tendered for exchange or are tendered but not accepted in
connection with the exchange offer will remain outstanding.

Withdrawal Rights

     You  can  withdraw  your  tender  of BUCS at any  time on or  prior  to the
expiration  date. You may also withdraw your tender if we have not accepted your
BUCS for payment after the expiration of 40 business days from the  commencement
of the exchange offer.

     For a withdrawal to be effective,  a written  notice of withdrawal  must be
received by the exchange agent at one of the addresses  listed on the back cover
of this prospectus. Any notice of withdrawal must specify:

     o    the name of the person having tendered the BUCS to be withdrawn;

     o    the number of BUCS to be withdrawn; and

                                       44


     o    if BUCS have been tendered using the procedure for book-entry transfer
          described  above,  the name and  number  of the  account  at DTC to be
          credited with the withdrawn  BUCS,  and otherwise must comply with the
          procedures of that facility.

     Please note that all questions as to the validity,  form,  eligibility  and
time of  receipt  of notices of  withdrawal  will be  determined  by us, and our
determination  shall be final and binding on all parties.  Any BUCS so withdrawn
will be considered  not to have been validly  tendered for exchange for purposes
of the exchange offer.

     If you have properly  withdrawn BUCS and wish to re-tender them, you may do
so by  following  one  of  the  procedures  described  under  "--Procedures  for
Tendering" above at any time on or prior to the expiration date.

Exchange Agent and Information Agent

     American  Stock  Transfer  and  Trust  Company  has been  appointed  as the
exchange  agent for the  exchange  offer.  All executed  letters of  transmittal
should be directed to the exchange  agent at one of the  addresses  set forth on
the back cover of this prospectus.

     Delivery  to an  address  other  than as listed  above or  transmission  of
instructions  via  facsimile  other than as listed  above does not  constitute a
valid delivery.

     Innisfree M&A Incorporated has been appointed as information  agent for the
exchange offer.  Questions and requests for assistance,  requests for additional
copies of this  prospectus  or of the letter of  transmittal  and  requests  for
notices of guaranteed  delivery should be directed to the  information  agent at
the address or phone number set forth on the back cover of this prospectus.

Fees and Expenses

     We will bear the expenses of soliciting  tenders of BUCS.  The  information
agent and the exchange agent will mail solicitation materials on our behalf. The
total  expenses  expected to be incurred by us in  connection  with the exchange
offer are estimated to be approximately $300,000.

Transfer Taxes

     Holders who tender their BUCS for exchange will not be obligated to pay any
transfer taxes, except that holders who instruct us to register shares of Series
A  Preferred  Stock in the name of, or  request  that BUCS not  tendered  or not
accepted  in the  exchange  offer  be  returned  to,  a  person  other  than the
registered  tendering  holder,  will  be  responsible  for  the  payment  of any
applicable transfer tax.

Consequences of Failure to Properly Tender BUCS in the Exchange Offer

     Issuance of the shares of Series A Preferred Stock in exchange for the BUCS
under the exchange  offer will be made only after timely receipt by the exchange
agent of such BUCS, a properly completed and duly executed letter of transmittal
(or  agent's  message  in  lieu  thereof)  and  all  other  required  documents.
Therefore,  holders  desiring to tender BUCS in exchange  for Series A Preferred
Stock should allow  sufficient time to ensure timely  delivery.  We are under no
duty to give  notification of defects or  irregularities  of tenders of BUCS for
exchange.

     To the extent that BUCS are tendered and  accepted in  connection  with the
exchange  offer,  any trading  markets for the remaining BUCS could be adversely
affected. See "Risk Factors--Risks Relating to the Exchange Offer."

     To the extent that any BUCS remain outstanding  following completion of the
exchange offer, they will remain obligations of the Capital Trust.

                                       45


                              CONFLICTS OF INTEREST


     You  should  be  aware  that  our  principal  stockholder  and  some of our
directors and officers have  interests in the exchange  offer that are different
from,  or in addition  to, or that might  conflict  with,  the  interests of the
holders of the BUCS. These interests,  as of June __, 2004, are described below.
Our  board of  directors  was  aware of these  interests  when it  approved  the
exchange offer.

     o    Harold C. Simmons may be deemed to  beneficially  own 1,614,700  BUCS,
          representing  approximately  40.1% of the  outstanding  BUCS.  This is
          comprised of 1,600,000 BUCS directly owned by Mr.  Simmons' spouse and
          14,700 BUCS directly  owned by Valhi.  Mr.  Simmons'  spouse and Valhi
          have  indicated  that they intend to tender the BUCS they directly own
          in the exchange offer.  Assuming that these BUCS are so tendered,  and
          depending upon how many other BUCS are tendered, upon the consummation
          of the exchange offer, Mr. Simmons could be deemed to beneficially own
          at least a majority  of the  outstanding  shares of Series A Preferred
          Stock.  In such a case, Mr. Simmons would control the voting rights of
          the  holders  of the  Series A  Preferred  Stock  with  respect to the
          election of an additional  director in the event that dividends on the
          Series A Preferred Stock are in arrears for 12 quarterly  periods.  In
          addition,  the affirmative  vote of holders of at least  two-thirds of
          the  outstanding  shares of Series A  Preferred  Stock is  required to
          approve certain  transactions  that may adversely affect such holders.
          If Mr.  Simmons  could be  deemed  to  beneficially  own in  excess of
          two-thirds of the outstanding  shares of Series A Preferred  Stock, he
          would also  control  the voting  rights of the holders of the Series A
          Preferred  Stock with respect to these matters,  thereby  limiting the
          value or importance of the voting rights  associated with the Series A
          Preferred Stock.

          Valhi and Tremont  LLC owned  approximately  40.8% of our  outstanding
          common stock, and The Combined Master Retirement Trust (the "CMRT"), a
          trust formed by Valhi to permit the  collective  investment  by trusts
          that maintain the assets of certain  employee benefit plans adopted by
          Valhi and certain related  companies,  owned an additional 8.4% of our
          common  stock.   TIMET's  U.S.  defined  benefit  pension  plan  began
          investing in the CMRT in the second quarter of 2003;  however the plan
          invests  only in a portion of the CMRT that does not hold TIMET common
          stock.  Mr.  Simmons' spouse and Valhi have indicated that they intend
          to tender the BUCS held by them in the  exchange  offer.  Assuming the
          conversion  of only the BUCS that Valhi and Mr.  Simmons own or may be
          deemed to beneficially  own, Mr. Simmons may be deemed to beneficially
          own approximately 52.6% of our outstanding shares of common stock.

          Mr.  Simmons  is the  Chairman  of the  Board of  Contran  and  Valhi.
          Substantially  all of  Contran's  outstanding  voting stock is held by
          trusts   established   for  the  benefit  of  certain   children   and
          grandchildren  of Mr.  Simmons,  of  which  Mr.  Simmons  is the  sole
          trustee,  or is held by Mr.  Simmons  or  persons  or  other  entities
          related to Mr.  Simmons.  Mr. Simmons may be deemed to control each of
          Contran,   Valhi,   Tremont  LLC  and  TIMET.  Mr.  Simmons  disclaims
          beneficial ownership of all shares of our common stock and BUCS.

     o    Glenn R. Simmons,  the brother of Harold C. Simmons,  is Vice Chairman
          of the Board of each of Contran,  Valhi and Tremont LLC and a director
          of TIMET.  Steven L.  Watson is  President  and a director  of each of
          Contran and Tremont  LLC;  President,  Chief  Executive  Officer and a
          director of Valhi; and a director of TIMET. Messrs. Simmons and Watson
          owe fiduciary  duties to these other  entities and their  stockholders
          and these duties may conflict with the fiduciary duties they owe to us
          and our stockholders.  As a director or executive officer of Valhi and
          Tremont  LLC,  each of  Messrs.  Simmons  and  Watson may be deemed to
          beneficially  own 35,200  shares of TIMET common stock and 14,700 BUCS
          owned by Valhi and  1,261,850  shares of TIMET  common  stock owned by
          Tremont LLC,  although  each  disclaims  beneficial  ownership of such
          securities.

     o    J.  Landis  Martin,  our  Chairman of the Board,  President  and Chief
          Executive Officer,  beneficially owns 113,000 BUCS,  representing 2.8%
          of the  outstanding  BUCS. Mr. Martin has indicated that he intends to
          tender these BUCS in the exchange  offer.  Assuming the  conversion of
          only the BUCS that Mr.  Martin  beneficially  owns and the exercise of
          all of his  exercisable  stock  options,  Mr.  Martin may be deemed to
          beneficially  own  approximately  4.6% of our  outstanding  shares  of
          common stock.


                                       46



     Circumstances  may exist in which the  interests of these persons and those
of the other  holders of the BUCS,  the Series A  Preferred  Stock or our common
stock  could be in  conflict  and in which  decisions  by  these  persons  could
adversely affect the holders of such securities.


     Corporations  that may be deemed to be  controlled  by or  affiliated  with
Harold C. Simmons  sometimes engage in (i)  intercorporate  transactions such as
guarantees,   management   and   expense   sharing   arrangements,   shared  fee
arrangements, joint ventures, partnerships, loans, options, advances of funds on
open account,  and sales, leases and exchanges of assets,  including  securities
issued by both related and unrelated  parties,  and (ii) common  investment  and
acquisition     strategies,     business     combinations,      reorganizations,
recapitalizations,  securities  repurchases,  and purchases and sales (and other
acquisitions  and  dispositions)  of  subsidiaries,  divisions or other business
units,  which  transactions have involved both related and unrelated parties and
have included  transactions  which  resulted in the  acquisition  by one related
party of a  publicly-held  minority equity interest in another related party. We
continuously  consider,  review and evaluate such  transactions,  and understand
that  Contran,  Valhi and related  entities  consider,  review and evaluate such
transactions.  Depending  upon  the  business,  tax and  other  objectives  then
relevant,  it is  possible  that  we  might  be a  party  to  one or  more  such
transactions in the future.

                                       47




                 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS


     In the opinion of Locke  Liddell & Sapp LLP, the following are the material
U.S. federal income tax consequences of the exchange offer and the material U.S.
federal  income  tax  consequences  of  holding  and  disposing  of the Series A
Preferred Stock.  This discussion is based on the Internal Revenue Code of 1986,
as amended (the "Code"),  applicable  U.S.  Department  of Treasury  regulations
("Regulations"), administrative interpretations and court decisions as in effect
as of the date of this  prospectus.  This  discussion  is based on current  law,
which  is  subject  to  change.  Any  such  change  could  be  retroactive  and,
accordingly,  could modify the tax  consequences  discussed  herein.  No advance
ruling from the Internal Revenue Service (the "IRS") with respect to the matters
discussed  herein has been requested.  This discussion of material U.S.  federal
income tax  consequences is not binding on the IRS or any court and no assurance
can be  given  that the IRS will  not  challenge  part or all of the  statements
herein or that a challenge would not be successful.


     This  discussion  addresses  only persons who are U.S.  Holders (as defined
below) and who hold their BUCS and Series A Preferred  Stock as a capital asset.
It does not address all aspects of U.S.  federal  income  taxation that might be
relevant to a holder of BUCS in light of that holder's particular  circumstances
or to a holder of BUCS subject to special rules, such as:

     o    a holder who is not a citizen or resident of the U.S.;

     o    a holder  that is a foreign  corporation,  foreign  estate or  foreign
          trust;

     o    a financial institution or insurance company;

     o    a tax-exempt organization;

     o    a dealer or broker in securities;

     o    an individual retirement or other tax-deferred account;

     o    a holder that holds its BUCS as part of a hedge, appreciated financial
          position, straddle, constructive sale or conversion transaction; or

     o    a holder who acquired its BUCS as compensation.

For purposes of this discussion, the term "U.S. Holder" means a beneficial owner
of the BUCS or Series A  Preferred  Stock  that is for U.S.  federal  income tax
purposes  (i) a  citizen  or  resident  of  the  U.S.;  (ii)  a  corporation  or
partnership created or organized in the U.S. or under the laws of the U.S. or of
any state thereof;  or (iii) an estate or trust described in Section 7701(a)(30)
of the Code.

The Exchange


     We received an opinion in connection with the original issuance of the BUCS
that each holder of the BUCS would be treated for federal income tax purposes as
the owner of an undivided  interest in the  Subordinated  Debentures held by the
Capital Trust. Based on the assumption of the initial and continuing accuracy of
this opinion,  the exchange  offer will be treated as an exchange by each holder
of the BUCS of an undivided interest in the Subordinated Debentures for Series A
Preferred Stock  qualifying as a  recapitalization  for U.S.  federal income tax
purposes.


     Pursuant to the  recapitalization  provisions  under the Code, (i) a holder
generally  will not recognize any gain or loss in respect of the exchange,  (ii)
the holding  period for the Series A Preferred  Stock  received in the  exchange
will include the holding  period of the  corresponding  BUCS,  and (iii) the tax
basis in the Series A Preferred  Stock  received in the exchange  will equal the
holder's  adjusted  tax  basis in the BUCS  immediately  prior to the  exchange.

                                       48


Contemporaneously  with  the  exchange,  the  Capital  Trust  will  make a final
distribution in cash to each BUCS holder that  participates in the exchange.  We
intend this  payment to be  separate  and  distinct  from the  exchange  for all
purposes  and  we  believe  that  it  should  not  be  treated  as  part  of the
recapitalization. However, if the IRS were to take the position that some or all
of the cash  payment  must be treated as  consideration  for the exchange and if
this position was upheld,  each holder would  recognize gain equal to the lesser
of (i) the gain  realized on the exchange (as if the exchange did not qualify as
a recapitalization) and (ii) the amount of cash treated as consideration for the
exchange.

     If the exchange of BUCS for Series A Preferred Stock was to fail to qualify
as a  recapitalization  under the Code,  a holder would  recognize  gain or loss
equal to the difference,  if any, between the fair market value of the shares of
Series A Preferred  Stock  received and the  holder's  adjusted tax basis in the
BUCS, assuming,  as described above, that the final interest payment is separate
and  distinct  from the  exchange.  Subject  to the  application  of the  market
discount  rules  discussed  in the next  paragraph,  any  gain or loss  would be
capital gain or loss,  and would be long-term if at the time of the exchange the
BUCS had been held for more than one year.  The deduction of capital  losses for
U.S.  federal income tax purposes is subject to limitations.  A holder's holding
period  for a share of  Series A  Preferred  Stock  would  commence  on the date
immediately  following  the date of issuance  and the holder's tax basis in such
shares would be the fair market value of such shares.

     If a holder's BUCS were acquired at a discount,  then the "market discount"
that accrued while the BUCS were held would  carryover to the Series A Preferred
Stock. Gain recognized on a disposition of the Series A Preferred Stock would be
treated as ordinary income to the extent of the accrued market discount that had
not  previously  been included in income.  If the exchange does not qualify as a
recapitalization,  any gain recognized on the exchange of such BUCS for Series A
Preferred Stock would be treated as ordinary income to the extent of the accrued
market discount remaining at the exchange date.

Series A Preferred Stock

     Distributions.  The amount of any distribution  paid to you with respect to
Series A  Preferred  Stock will be treated as a  dividend,  taxable as  ordinary
income,  to the  extent of our  current  or  accumulated  earnings  and  profits
("earnings and profits") as determined under U.S. federal income tax principles.
Dividends  paid on the Series A Preferred  Stock  through  2008 that  constitute
"qualified  dividends"  will  generally  be  taxed  at the  rate  applicable  to
long-term  capital  gains,  which  currently  is a maximum of 15% for persons or
entities  taxed as  individuals.  However,  there are  certain  exceptions.  For
example,  if a shareholder  does not hold a share of stock for more than 60 days
during  the  120-day  period  beginning  60 days  before the  ex-dividend  date,
dividends  received  on the stock are not  eligible  for the reduced  rates.  In
addition,  the reduced  rates are not available for dividends to the extent that
the taxpayer is obligated to make related  payments with respect to positions in
substantially  similar or related  property.  Holders  should  consult their tax
advisors concerning the taxability of qualified dividends.

     To the extent the  amount of any  distribution  exceeds  our  earnings  and
profits, the excess will reduce your tax basis (on a dollar-for-dollar basis) in
the Series A Preferred Stock and any distribution received in excess of your tax
basis will be treated as capital  gain.  If we are not able to pay  dividends on
the Series A Preferred Stock, the accreted liquidation  preference of the Series
A Preferred  Stock will  increase  and the IRS may take the  position  that such
increase  may give rise to deemed  dividend  income in the  amount of all,  or a
portion of, such increase.  However,  this position appears to be limited and we
believe any accrued  dividends  on the Series A  Preferred  Stock  should not be
treated as received until such accrued dividends are actually paid.

     Dividends to Corporate  Stockholders.  In general,  a distribution  that is
treated as a dividend  for U.S.  federal  income tax  purposes  and is made to a
corporate  stockholder with respect to the Series A Preferred Stock will qualify
for the dividends-received  deduction under Section 243 of the Code. However, as
noted above, a  distribution  is treated as a dividend only to the extent of our
earnings  and  profits.  Corporate  stockholders  should  note  there  can be no
assurance  that the amount of  distributions  made with  respect to the Series A
Preferred  Stock will not exceed the amount of our  earnings  and profits in the
future.  Accordingly,  there  can be no  assurance  that the  dividends-received
deduction  will be  available  in  respect  of  distributions  on the  Series  A
Preferred Stock.

     In addition,  there are many  exceptions and  restrictions  relating to the
availability of such dividends-received deduction, such as:

                                       49


     o    the  holding  period  of stock on which  dividends  are paid  that are
          sought to be deducted;

     o    debt-financed portfolio stock;

     o    dividends treated as "extraordinary dividends" for purposes of Section
          1059 of the Code; and

     o    taxpayers that pay corporate alternative minimum tax.

     We recommend  that  corporate  stockholders  consult their own tax advisors
regarding the extent,  if any, to which such  exceptions  and  restrictions  may
apply to their particular factual situation.

     Sale,  Redemption or Other  Disposition.  Upon a sale,  redemption or other
disposition  of Series A  Preferred  Stock  (other  than an exchange of Series A
Preferred  Stock for common stock  pursuant to the  conversion  privilege),  you
generally  will recognize  capital gain or loss equal to the difference  between
the amount of cash and the fair market value of property you receive on the sale
or other disposition and your adjusted tax basis in the Series A Preferred Stock
(except  for the gain  taxed as  ordinary  income to the  extent of the  accrued
market  discount that has not previously  been included in income,  as described
above).  Capital gain or loss will be  long-term if your holding  period for the
Series A  Preferred  Stock is more than one year.  A reduced tax rate on capital
gains will apply to an individual holder if such holder's holding period for the
Series A Preferred Stock is more than one year at the time of  disposition.  The
deductibility  of  capital  losses  may be  limited.  The  portion of the amount
realized  attributable to accrued dividends on the Series A Preferred Stock will
not be taken into  account in  computing  capital  gain or loss.  Instead,  that
portion of the amount  realized  will be  treated as a  distribution  subject to
taxation as described above in "Distributions."

     Under  Section  302 of the  Code,  special  rules may  recharacterize  as a
dividend  preferred  stock  redemption  proceeds if the redemption is treated as
economically  equivalent to a dividend. Such a recharacterization is most likely
to result where a holder has significant  percentage  ownership in TIMET (taking
into account certain  ownership  attribution  rules) and the redemption does not
result in a meaningful  reduction in such  percentage  interest.  Holders should
consult  their own tax advisors  regarding the possible  application  of Section
302.

     Conversion of Series A Preferred  Stock in Exchange for Common  Stock.  You
generally will not recognize gain or loss by reason of receiving common stock in
exchange for Series A Preferred  Stock upon conversion of the Series A Preferred
Stock,  except  (i) gain or loss will be  recognized  with  respect  to any cash
received in lieu of  fractional  shares and (ii) to the extent that payments are
made in cash or common stock with respect to dividend arrearages on the Series A
Preferred  Stock.  The  adjusted  tax  basis  of  the  common  stock  (including
fractional  share  interests)  so acquired will be equal to the tax basis of the
shares of Series A  Preferred  Stock  exchanged  and the  holding  period of the
common stock  received will include the holding period of the Series A Preferred
Stock exchanged. Any payments made upon conversion (whether in cash or in common
stock) for dividend  arrearages on the Series A Preferred  Stock will be treated
as a distribution as described above in "Distributions."

     Adjustment of Conversion Price. Holders of Series A Preferred Stock may, in
certain circumstances,  be deemed to have received constructive distributions of
stock if the  conversion  rate for the  Series A  Preferred  Stock is  adjusted.
Adjustments  to the  conversion  price made  pursuant to a bona fide  reasonable
adjustment  formula  that has the  effect  of  preventing  the  dilution  of the
interest of the holders of the Series A Preferred Stock, however, generally will
not be considered to result in a constructive  distribution of stock. Certain of
the possible adjustments provided in the anti-dilution  provisions of the Series
A Preferred  Stock,  including,  without  limitation,  adjustments in respect of
stock  dividends or the  distribution  of rights to  subscribe  for common stock
should qualify as being pursuant to a bona fide  reasonable  adjustment  formula
and should not result in a constructive distribution.  In contrast,  adjustments
in respect of distributions  of our indebtedness or assets to our  stockholders,
for  example,  will not  qualify  as being  pursuant  to a bona fide  reasonable
adjustment  formula. If such adjustments are made, the holders generally will be
deemed to have  received  constructive  distributions  in amounts based upon the
value of such holders'  increased  interests in our equity  resulting  from such
adjustments. The amount of the distribution will be treated as a distribution to
a holder with the tax  consequences  specified  above  under  "--Distributions."
Accordingly,  you could be considered to have received  distributions taxable as
dividends  to the extent of our  earnings  and  profits  even though you did not
receive any cash or property as a result of such adjustments.

                                       50


Consequences to TIMET

     Upon the  consummation of the exchange  offer,  the amount of our aggregate
outstanding  indebtedness  will be  reduced.  As a  result,  our  deduction  for
interest  expense  will be  reduced.  We are not  entitled  to a  deduction  for
dividends we pay on the Series A Preferred  Stock. We do not anticipate that the
loss of this deduction will generate a significant  current tax liability in the
near future because of the magnitude of our NOL  carryforwards  ($114 million at
December 31, 2003).

     We will  recognize  a tax  deduction  for  federal  income tax  purposes in
connection  with the  write-off  of the  unamortized  deferred  financing  costs
related to the BUCS accepted for exchange in the exchange offer.

     We will recognize  cancellation  of  indebtedness  income for U.S.  federal
income tax  purposes in an amount  equal to the excess,  if any, of the adjusted
issue price of the undivided interests in the Subordinated Debentures related to
the BUCS  accepted  for  exchange  over the fair  market  value of the  Series A
Preferred  Stock issued as of the exchange date. The adjusted issue price of the
BUCS is equal to the principal amount of the Subordinated  Debentures related to
the BUCS. It is expected that any  cancellation of indebtedness  income will not
generate a significant tax liability  because it will generally be offset by our
NOL carryforwards.

Information Reporting and Backup Withholding

     Information  returns  will be filed with the  Internal  Revenue  Service in
connection  with  payments  on shares of the  Series A  Preferred  Stock and the
proceeds  from a sale or other  disposition  of such  shares.  A holder  will be
subject to U.S. backup  withholding tax on these payments if the holder fails to
provide its taxpayer  identification  number to the paying agent and comply with
certain certification procedures or otherwise establish an exemption from backup
withholding.  The  amount of any backup  withholding  from a payment to a holder
will be  allowed  as a credit  against  the  holder's  U.S.  federal  income tax
liability  and may entitle the holder to a refund,  provided  that the  required
information is furnished to the IRS.

Tax Return Disclosure and Investor List Requirements

     Recently   promulgated   Treasury   Regulations   require   taxpayers  that
participate in "reportable transactions" to disclose those transactions on their
tax  returns by  attaching  IRS Form 8886 and to retain  information  related to
those transactions. In addition, material advisers of a "reportable transaction"
are required to maintain records  including lists  identifying  investors in the
transaction  and to furnish those records to the IRS upon demand.  A transaction
might be a  "reportable  transaction"  based upon any of several  factors.  This
exchange  offer could  constitute a "reportable  transaction"  if it generates a
book-tax  difference  of $10 million or more.  As a result,  a tendering  holder
might be required to disclose its participation in the exchange offer on its tax
return.  You should  consult  your own tax  advisers  concerning  your  possible
disclosure  obligation  with respect to the  exchange  offer and should be aware
that we and other participants in the exchange offer might be required to report
this transaction and maintain an investor list.


     This discussion does not address tax consequences  that might vary with, or
are contingent on, individual  circumstances.  In addition,  it does not address
any  non-income  tax or any  foreign,  state or local  tax  consequences  of the
exchange offer. Accordingly,  we urge each holder of BUCS and Series A Preferred
Stock  to  consult  its  own  tax  adviser  to  determine   if  its   particular
circumstances  will  impact  its tax  consequences  of the  exchange  offer  and
ownership of the Series A Preferred Stock.


                                       51




                   DESCRIPTION OF THE SERIES A PREFERRED STOCK


     The following  summary of the material terms and provisions of the Series A
Preferred Stock does not purport to be complete and is qualified in its entirety
by reference to the certificate of designations  creating the Series A Preferred
Stock,  a copy of  which  has  been  filed  as an  exhibit  to the  registration
statement of which this prospectus is a part, our certificate of  incorporation,
our by-laws and applicable laws.


General


     Under  our  certificate  of  incorporation,   our  board  of  directors  is
authorized, without further stockholder action to establish and issue, from time
to time,  up to 100,000  shares of our preferred  stock,  in one or more series,
with such  dividend,  liquidation,  redemption,  conversion and voting rights as
stated in the  resolution  providing  for the  issue of a series of such  stock,
adopted,  at any time or from time to time, by our board of directors.  On March
24, 2004,  our board of directors  approved an amendment to our  certificate  of
incorporation  to increase the number of shares that we are  authorized to issue
from  10,000,000  (9,900,000  shares  of  common  stock  and  100,000  shares of
preferred  stock)  to  100,000,000   (90,000,000  shares  of  common  stock  and
10,000,000  shares  of  preferred  stock),   subject  to  the  approval  of  our
stockholders.  Holders of  approximately  52.8% of our outstanding  common stock
have  indicated  that they intend to have such shares  represented at the annual
stockholders'  meeting  scheduled  to be held on August 5, 2004 and to vote such
shares  for this  amendment.  If all such  shares  are voted as  indicated,  the
amendment will be approved.


Rank

     With  respect  to  dividend   rights  and  rights  upon  our   liquidation,
dissolution or winding up, the Series A Preferred Stock ranks:

     o    senior to all classes or series of our common stock,  and to any other
          class or series of our capital  stock  issued by us not referred to in
          the second and third bullet points of this paragraph;

     o    on parity  with all equity  securities  issued by us in the future the
          terms of which  specifically  provide that such equity securities rank
          on a parity with the Series A Preferred Stock with respect to dividend
          rights or rights upon our liquidation, dissolution or winding up; and

     o    junior to all equity  securities  issued by us in the future the terms
          of which specifically  provide that such equity securities rank senior
          to the Series A Preferred  Stock with  respect to  dividend  rights or
          rights upon our liquidation, dissolution or winding up.

     The term  "capital  stock" does not include  convertible  debt  securities,
which rank senior to the Series A Preferred Stock.

Dividends

     Subject to the preferential rights of the holders of any class or series of
our  capital  stock  ranking  senior  to the  Series  A  Preferred  Stock  as to
dividends, the holders of shares of the Series A Preferred Stock are entitled to
receive,  when,  as, and if declared by our board of  directors  out of funds of
TIMET legally available for the payment of dividends,  cumulative cash dividends
at the  rate  of  6.75%  of the  liquidation  preference  per  annum  per  share
(equivalent to $3.375 per annum per share).


     Our U.S. bank credit facility currently permits the payment of dividends on
the Series A Preferred Stock unless excess availability, as determined under the
credit  facility,  is less than $25  million.  In  addition,  if any BUCS remain
outstanding  after the  consummation  of the  exchange  offer,  the BUCS will be
senior to the Series A Preferred Stock with respect to dividend  rights,  and we
may pay dividends on the Series A Preferred  Stock unless we have  exercised our
right to defer interest  payments on the  Subordinated  Debentures.  Also, under
Delaware law, we can generally  make  payments of cash  dividends  only from our
"surplus" (the excess of our total assets over the sum of our total  liabilities
plus the  amount of our  capital as  determined  by our board of  directors)  or


                                       52




profits from the year in which the  dividend is paid or the prior year;  however
we may not have any surplus. Please see the Risk Factor entitled "Our ability to
pay cash dividends on the Series A Preferred Stock is subject to  restrictions."
Subject to the foregoing,  we currently  intend to pay dividends on the Series A
Preferred Stock after consummation of the exchange offer.

     Dividends on the Series A Preferred  Stock are cumulative  from the date of
original issue and, if and when declared, are payable quarterly in arrears.

     Any dividend payable on the Series A Preferred Stock,  including  dividends
payable  for any  partial  dividend  period,  will be computed on the basis of a
360-day year  consisting of twelve 30-day  months.  Dividends will be payable to
holders of record as they  appear in our stock  records at the close of business
on the applicable record date.


     We will not declare  dividends on the Series A Preferred  Stock,  or pay or
set apart for payment dividends on the Series A Preferred Stock, if the terms of
any of our agreements,  including any agreements  relating to our  indebtedness,
prohibit  such a  declaration,  payment or setting  apart for payment or provide
that such  declaration,  payment or setting apart for payment would constitute a
breach of or default under such an  agreement.  Likewise,  no dividends  will be
declared  by our board of  directors  or paid or set apart for  payment  if such
declaration or payment is restricted or prohibited by law.

     Notwithstanding  the foregoing,  dividends on the Series A Preferred  Stock
will accrue  whether or not the terms of any of our  agreements,  including  any
agreement  relating to our  indebtedness,  or any law prohibits the payment of a
dividend,  whether  or not we have  earnings,  whether  or not  there  are funds
legally  available  for the payment of those  dividends and whether or not those
dividends are declared.  Except as described in the next paragraph,  unless full
cumulative   dividends   on  the   Series  A   Preferred   Stock  have  been  or
contemporaneously are declared and paid in cash or declared and a sum sufficient
for the payment  thereof is set apart for payment for all past dividend  periods
and the then current dividend period, we will not:

     o    declare  or pay or set aside for  payment  dividends,  and we will not
          declare or make any  distribution of cash or other property,  directly
          or indirectly, on or with respect to any shares of our common stock or
          shares of any other class or series of our capital stock  ranking,  as
          to  dividends or upon  liquidation,  on a parity with or junior to the
          Series A  Preferred  Stock  (other  than a dividend  paid in shares of
          common  stock or in  shares of any  other  class or series of  capital
          stock ranking  junior to the Series A Preferred  Stock as to dividends
          and upon liquidation), for any period; or

     o    redeem,  purchase or otherwise  acquire for  consideration  any common
          stock or other class or series of our  capital  stock  ranking,  as to
          dividends  and upon  liquidation,  on a parity  with or  junior to the
          Series A  Preferred  Stock,  or pay any moneys to or make  available a
          sinking  fund  for  the  redemption  of any  such  shares,  except  by
          conversion  into or exchange for other capital stock ranking junior to
          the Series A Preferred Stock as to dividends.

     When  we do not  pay  dividends  in  full  (or we do not  set  apart  a sum
sufficient to pay them in full) upon the Series A Preferred Stock and the shares
of any other class or series of capital stock  ranking,  as to  dividends,  on a
parity with the Series A Preferred Stock, we will declare any dividends upon the
Series A Preferred  Stock and each such other  class or series of capital  stock
ranking,  as to  dividends,  on a parity  with  the  Series  A  Preferred  Stock
proportionately  so that the amount of dividends  declared per share of Series A
Preferred  Stock and such  other  class or series of  capital  stock will in all
cases bear to each other the same ratio that accrued  dividends per share on the
Series A Preferred  Stock and such other class or series of capital stock (which
will not include any accrual in respect of unpaid  dividends on such other class
or series of capital  stock for prior  dividend  periods if such other  class or
series of capital stock does not have a cumulative dividend) bear to each other.
No interest, or sum of money in lieu of interest,  will be payable in respect of
any dividend payment or payments on the Series A Preferred Stock which may be in
arrears.

     Holders  of shares  of Series A  Preferred  Stock are not  entitled  to any
dividend,  whether  payable in cash,  property  or shares of capital  stock,  in
excess of full cumulative dividends on the Series A Preferred Stock as described

                                       53


above.  Any dividend payment made on the shares of Series A Preferred Stock will
be credited  against the accrued but unpaid  dividends  due as designated by us.
Accrued but unpaid  dividends on the Series A Preferred Stock will accumulate as
of the due date for the dividend payment on which they first become payable.

Liquidation Preference

     Upon any voluntary or involuntary liquidation, dissolution or winding-up of
our affairs,  the holders of shares of Series A Preferred  Stock are entitled to
be paid out of our assets legally available for distribution to our stockholders
a  liquidation  preference  of $50.00  per  share,  plus an amount  equal to any
accrued and unpaid  dividends  (whether or not declared) to the date of payment,
before  any  distribution  or  payment  may be made to  holders of shares of our
common stock or any other class or series of our capital  stock  ranking,  as to
liquidation  rights,  junior  to the  Series A  Preferred  Stock.  If,  upon our
voluntary or involuntary  liquidation,  dissolution or winding up, our available
assets are insufficient to pay the full amount of the liquidating  distributions
on all  outstanding  shares of Series A  Preferred  Stock and the  corresponding
amounts  payable on all shares of each  other  class or series of capital  stock
ranking,  as to  liquidation  rights,  on a parity  with the Series A  Preferred
Stock,  then the  holders  of the Series A  Preferred  Stock and each such other
class or series of capital stock ranking,  as to liquidation rights, on a parity
with the Series A Preferred Stock will share proportionately in any distribution
of assets in  proportion  to the full  liquidating  distributions  to which they
would otherwise be respectively entitled.

     Holders of Series A Preferred  Stock will be entitled to written  notice of
any   liquidation.   After  payment  of  the  full  amount  of  the  liquidating
distributions  to which they are  entitled,  the  holders of Series A  Preferred
Stock  will  have  no  right  or  claim  to  any of our  remaining  assets.  Our
consolidation  or  merger  with or into any  other  corporation,  trust or other
entity, or the sale,  lease,  transfer or conveyance of all or substantially all
of our property or business,  will not be deemed to constitute our  liquidation,
dissolution or winding up.

Optional Redemption


     We may not redeem any shares of Series A Preferred  Stock  before the third
anniversary  of the date of  issuance.  At any time and from  time to time on or
after the third  anniversary of the date of issuance,  we may redeem all or part
of the Series A Preferred Stock for cash at a redemption  price equal to 100% of
the liquidation  preference,  plus accumulated but unpaid dividends,  if any, to
the  redemption  date,  but only if,  prior to the date we give  notice  of such
redemption,  the  closing  sale  price of our  common  stock  has  exceeded  the
conversion  price  in  effect  for  30  consecutive  trading  days,  subject  to
adjustment.  If any dividends on the Series A Preferred Stock are in arrears, we
may not redeem the Series A Preferred  Stock. In addition,  our U.S. bank credit
facility currently permits the redemption of the Series A Preferred Stock unless
excess availability,  as determined under the credit facility,  is less than $25
million.  Furthermore,  if any BUCS remain outstanding after the consummation of
the exchange  offer,  we may not redeem the Series A Preferred  Stock during any
period in which we have  exercised our right to defer  interest  payments on the
Subordinated Debentures.


     In the event of an optional  redemption,  we will send a written  notice by
first  class mail to each  holder of record of the Series A  Preferred  Stock at
such holder's registered address,  not fewer than 30 nor more than 90 days prior
to the redemption date.

     If we give notice of  redemption,  then, by 12:00 p.m., New York City time,
on the  redemption  date, to the extent funds are legally  available,  we shall,
with respect to:

     o    shares  of  Series  A  Preferred  Stock  held by DTC or its  nominees,
          deposit or cause to be deposited, irrevocably with DTC cash sufficient
          to pay the redemption price and will give DTC irrevocable instructions
          and authority to pay the redemption price to holders of such shares of
          Series A Preferred Stock; and

     o    shares of Series A Preferred Stock held in certificated  form, deposit
          or cause to be  deposited,  irrevocably  with the transfer  agent cash
          sufficient  to pay the  redemption  price and will  give the  transfer
          agent  irrevocable  instructions  and authority to pay the  redemption

                                       54


          price to  holders  of such  shares of Series A  Preferred  Stock  upon
          surrender of their  certificates  evidencing  their shares of Series A
          Preferred Stock.

     If on the redemption  date DTC and the transfer agent hold cash  sufficient
to pay the redemption price for the shares of Series A Preferred Stock delivered
for redemption in accordance with the terms of the certificate of  designations,
dividends  will cease to accumulate on those shares of Series A Preferred  Stock
called for  redemption  and all rights of holders of such shares will  terminate
except for the right to receive the redemption price.

     Payment of the redemption  price for the shares of Series A Preferred Stock
is conditioned upon book-entry  transfer of or physical delivery of certificates
representing the Series A Preferred Stock, together with necessary endorsements,
to the transfer  agent,  or to the transfer  agent's account at DTC, at any time
after delivery of the redemption notice. Payment of the redemption price for the
Series A Preferred Stock will be made (i) if book-entry  transfer of or physical
delivery of the Series A Preferred  Stock has been made by or on the  redemption
date,  or (ii) if  book-entry  transfer of or physical  delivery of the Series A
Preferred  Stock has not been made by or on such date, at the time of book-entry
transfer of or physical delivery of the Series A Preferred Stock.

     If the  redemption  date falls  after a dividend  payment  record  date and
before the  related  dividend  payment  date,  holders of the shares of Series A
Preferred  Stock at the close of business on that dividend  payment  record date
will be  entitled  to  receive  the  dividend  payable  on those  shares  on the
corresponding  dividend  payment date  notwithstanding  the  redemption  of such
shares before such dividend payment date.

     In the case of any partial redemption,  we will select the shares of Series
A Preferred Stock to be redeemed on a pro rata basis, by lot or any other method
that we, in our discretion, deem fair and appropriate.

No Maturity or Sinking Fund

     The Series A Preferred  Stock has no maturity  date and we are not required
to redeem the Series A Preferred  Stock at any time.  Accordingly,  the Series A
Preferred  Stock may remain  outstanding  indefinitely.  The Series A  Preferred
Stock is not subject to any sinking fund.

Voting Rights

     Holders of the Series A Preferred  Stock  generally  do not have any voting
rights, except as set forth below.

     Whenever  dividends  on any shares of Series A Preferred  Stock shall be in
arrears for 12 or more quarterly periods (a "Preferred  Dividend Voting Event"),
the holders of such shares of Series A Preferred  Stock (voting  separately as a
class with any other series of capital stock ranking on a parity with the Series
A Preferred  Stock as to dividends  or upon  liquidation  ("Parity  Stock") upon
which like  voting  rights  have been  conferred  and are  exercisable)  will be
entitled  to vote for the  election  of one  additional  member  of our board of
directors (the "Preferred Stock  Director"),  and the number of directors on the
board of directors  shall  increase by one, at a special  meeting  called by the
holders of record of at least 20% of the Series A  Preferred  Stock or any other
series of Parity Stock so in arrears  (unless such request is received less than
90 days  before  the date fixed for the next  annual or  special  meeting of the
stockholders)  or at the  next  annual  meeting  of  stockholders,  and at  each
subsequent  annual  meeting  until all dividends  accumulated  on such shares of
Series A Preferred Stock for the past dividend  periods and the dividend for the
then  current  dividend  period shall have been fully paid or declared and a sum
sufficient for the payment thereof set aside for payment.

     If and when all accumulated dividends and the dividend for the then current
dividend  period on the Series A Preferred Stock shall have been paid in full or
set aside for  payment in full,  the  holders  thereof  shall be divested of the
foregoing  voting  rights  (subject to  revesting in the event of each and every
subsequent  Preferred  Dividend Voting Event) and, if all accumulated  dividends
and the dividend for the then current  dividend period have been paid in full or
set aside for  payment  in full on all  series of Parity  Stock  upon which like
voting rights have been conferred and are exercisable, the term of office of the

                                       55


Preferred  Stock Director so elected shall terminate and the number of directors
on the board of directors  shall  decrease by one. The Preferred  Stock Director
may be removed  at any time with or  without  cause by, and shall not be removed
otherwise  than by the vote of,  the  holders  of  record of a  majority  of the
outstanding  shares of the  Series A  Preferred  Stock when they have the voting
rights  described above (voting  separately as a class with all series of Parity
Stock upon which like voting rights have been conferred and are exercisable). So
long as a Preferred  Dividend  Voting Event shall  continue,  any vacancy in the
office of the Preferred Stock Director may be filled by a vote of the holders of
record of a majority of the outstanding  shares of Series A Preferred Stock when
they have the voting rights  described above (voting  separately as a class with
all series of Parity Stock upon which like voting rights have been conferred and
are exercisable).

     So long as any shares of Series A Preferred  Stock remain  outstanding,  we
will not,  without the affirmative vote of holders of at least two-thirds of the
outstanding  shares of the Series A Preferred  Stock and all other  Parity Stock
with like  voting  rights,  voting as a single  class,  alter,  repeal or amend,
whether by merger,  consolidation,  combination,  reclassification or otherwise,
any provisions of our certificate of incorporation if the amendment would amend,
alter or affect the  powers,  preferences  or rights of the  Series A  Preferred
Stock, so as to adversely affect the holders thereof.  However,  any increase in
the amount of our authorized common stock or authorized preferred stock will not
be deemed to materially and adversely affect such powers, preferences or special
rights.  These voting provisions will not apply if, at or prior to the time when
the act with respect to which such vote would otherwise be required is effected,
all  outstanding  shares of Series A Preferred Stock shall have been redeemed or
called for redemption  upon proper notice and  sufficient  funds shall have been
deposited in trust to effect such redemption.

     In any matter in which the Series A Preferred  Stock may vote (as expressly
provided in the  certificate of designations or as may be required by law), each
share of Series A  Preferred  Stock  shall be entitled to one vote per $50.00 of
liquidation preference. As a result, each share of Series A Preferred Stock will
be entitled to one vote.

     For additional  considerations  relating to your voting rights,  please see
the Risk Factor entitled  "Depending on the number of BUCS tendered and accepted
for exchange, Harold C. Simmons could be deemed to beneficially own a sufficient
number of shares to control the voting of the Series A Preferred Stock."

Conversion Rights


     Assuming the consummation of the proposed  five-for-one  stock split,  each
share of Series A Preferred Stock will be  convertible,  in whole or in part, at
any time, at the option of the holder  thereof,  into  authorized but previously
unissued shares of TIMET common stock at a conversion  price of $30.00 per share
of common stock  (equivalent  to a conversion  rate of 1? shares of common stock
for each share of Series A Preferred Stock),  subject to adjustment as described
below. If the five-for-one split is not consummated, then the Series A Preferred
Stock will be  convertible  as set forth in the prior  sentence at a  conversion
price of $150 per share of common  stock  (equivalent  to a  conversion  rate of
one-third  of a share of  common  stock  for each  share of  Series A  Preferred
Stock).


     Conversion of Series A Preferred Stock, or a specified portion thereof, may
be effected by delivering  certificates  evidencing  such shares,  together with
written notice of conversion  and a proper  assignment of such  certificates  to
TIMET or in blank,  to the office or agency to be  maintained  by TIMET for that
purpose.  Initially such office will be at the principal  corporate trust office
of American Stock Transfer and Trust Company, New York, New York. In lieu of the
foregoing  provisions,  if you hold Series A Preferred Stock in global form, you
must comply with DTC procedures to convert your  beneficial  interest in respect
of Series A Preferred Stock evidenced by a global share.

     Each conversion will be deemed to have been effected  immediately  prior to
the close of business on the date on which the certificates for shares of Series
A Preferred  Stock have been  surrendered and notice shall have been received by
us as discussed above (and, if applicable, we have received payment of an amount
equal to the  dividend  payable  on such  shares  as  described  below)  and the
conversion  shall be at the conversion  price in effect at such time and on such
date.

     If a holder  of shares of Series A  Preferred  Stock  exercises  conversion
rights,  upon delivery of the shares for conversion,  those shares will cease to
accumulate dividends as of the end of the day immediately  preceding the date of
conversion.  Holders of shares of Series A  Preferred  Stock who  convert  their
shares into our common  stock will not be entitled  to, nor will the  conversion
rate be adjusted for, any accumulated and unpaid dividends. On conversion of the
Series A Preferred Stock, accumulated and unpaid dividends will not generally be
cancelled,  extinguished  or forfeited,  but rather will be deemed to be paid in
full to the holder through delivery of shares of our common stock (together with
a cash payment, if any, in lieu of fractional shares) in exchange for the Series
A  Preferred  Stock  being  converted.   Shares  of  Series  A  Preferred  Stock
surrendered  for  conversion  after the close of business on any record date for

                                       56



the  payment of  dividends  declared  and before the  opening of business on the
dividend  payment  date  relating to that record date must be  accompanied  by a
payment in cash of an amount equal to the  dividend  payable in respect of those
shares for the dividend  period in which the shares are  converted.  A holder of
shares  of  Series A  Preferred  Stock on a  dividend  payment  record  date who
converts  such  shares  into  shares of our  common  stock on the  corresponding
dividend  payment date will be entitled to receive the dividend  payable on such
shares  of Series A  Preferred  Stock on such  dividend  payment  date,  and the
converting  holder need not include  payment of the amount of such dividend upon
surrender of shares of Series A Preferred Stock for conversion.

     Notwithstanding  the foregoing,  if shares of Series A Preferred  Stock are
converted  during the  period  between  the close of  business  on any  dividend
payment  record date and the opening of business on the  corresponding  dividend
payment  date,  and we have called  such shares of Series A Preferred  Stock for
redemption during such period, the holder who tenders such shares for conversion
will receive the  dividend  payable on such  dividend  payment date and need not
include  payment  of the amount of such  dividend  upon  surrender  of shares of
Series A Preferred Stock for conversion.

     Except as set forth above,  we will make no payment or allowance for unpaid
dividends,  whether or not in arrears,  on converted  shares or for dividends on
shares of common stock issued upon such conversion.

     Fractional  shares of common stock will not be issued upon  conversion but,
in lieu thereof, we will pay an amount in cash based on the closing market price
of our common stock on the day prior to the conversion date.

     If any shares of Series A Preferred Stock are to be redeemed,  the right to
convert  those shares will  terminate at 5:00 p.m.,  New York City time,  on the
business  day  immediately  preceding  the date fixed for  redemption  unless we
default in the payment of the redemption price of those shares.

Conversion Price Adjustments

     The  conversion  rate is subject to adjustment  from time to time if any of
the following events occur:

     1.   dividends or  distributions  on shares of our common stock  payable in
          shares of our common stock;

     2.   subdivisions,  combinations or certain  reclassifications of shares of
          our common stock;

     3.   distributions  to all holders of shares of our common  stock of rights
          or warrants  entitling  them to purchase our common stock at less than
          the average  closing sale price for the 10 trading days  preceding the
          declaration date for such distribution;

     4.   distributions to holders of our common stock consisting of our capital
          stock,  evidences of indebtedness or assets,  including securities but
          excluding:

          o    rights or warrants specified above;

          o    dividends or distributions specified above; and

          o    cash distributions.

          In the event that we make a distribution  to all holders of our common
          stock  consisting of capital stock of, or similar equity  interest in,
          one of our  subsidiaries or other business units,  the conversion rate
          will be  adjusted  based  on the  market  value of the  securities  so
          distributed  relative to the market value of our common stock, in each

                                       57



          case based on the average closing sale prices of those  securities for
          the 10 trading days  commencing on and including the fifth trading day
          after  the  date on which  "ex-dividend  trading"  commences  for such
          dividend or  distribution on the New York Stock Exchange or such other
          national or regional  exchange or market on which the  securities  are
          then listed or quoted.

     5.   distributions  to all  holders of shares of our common  stock of cash,
          excluding  any  dividend  or   distribution  in  connection  with  our
          liquidation,  dissolution  or  winding  up,  to the  extent  that  the
          aggregate cash dividends per share of common stock in any twelve-month
          period exceeds the greater of:

          o    the  annualized  amount  per  share of  common  stock of the next
               preceding  quarterly  cash  dividend  on the common  stock to the
               extent that the preceding  quarterly  dividend did not require an
               adjustment of the  conversion  rate  pursuant to this clause,  as
               adjusted to reflect  subdivisions  or  combinations of the common
               stock; and

          o    15% of the average of the closing  sale price of the common stock
               during the five trading days immediately prior to the declaration
               date of the dividend;

          If an  adjustment is required to be made under this item 5 as a result
          of a distribution that is a quarterly  dividend,  the adjustment would
          be based upon the amount by which the distribution  exceeds the amount
          of the quarterly  cash dividend  permitted to be excluded  pursuant to
          this clause. If an adjustment is required to be made under this item 5
          as a result of a distribution  that is not a quarterly  dividend,  the
          adjustment would be based upon the full amount of the distribution.

     6.   we or one of our  subsidiaries  makes a payment in respect of a tender
          offer or  exchange  offer for our common  stock to the extent that the
          cash and value of any other consideration  included in the payment per
          share of common  stock  exceeds the average of the daily  closing sale
          prices of a share of our common stock for the five consecutive trading
          days selected by us  commencing  not more than 20 trading days before,
          and  ending  not later  than,  the  trading  day next  succeeding  the
          expiration date of such tender or exchange offer.

     You will receive,  upon conversion of your preferred  stock, in addition to
the common stock, any rights under any rights agreement or any other rights plan
then in effect unless, prior to conversion, the rights have expired,  terminated
or been  redeemed or unless the rights have  separated  from the common stock at
the time of conversion,  in which case the  conversion  rate will be adjusted at
the time of  separation  as if we had  distributed  to all holders of our common
stock,  shares of our capital  stock,  evidences  of  indebtedness  or assets as
described  under  clause 4 above,  subject to  readjustment  in the event of the
expiration, termination or redemption of such rights.

     In the event of:

     o    any reclassification of our common stock;

     o    a consolidation, merger or combination involving us; or

     o    a  sale  or  conveyance  to  another   person  or  entity  of  all  or
          substantially all of our property and assets;

in which holders of our common stock would be entitled to receive  stock,  other
securities,  other  property,  assets  or cash  for  their  common  stock,  upon
conversion of your preferred stock you will be entitled to receive the same type
of  consideration  that you  would  have been  entitled  to  receive  if you had
converted the preferred stock into our common stock  immediately prior to any of
these events.

     You may in certain  situations  be deemed to have  received a  distribution
subject to U.S.  federal  income tax as a dividend  in the event of any  taxable
distribution to holders of common stock or in certain other  situations  where a
conversion  rate  adjustment  occurs.  See  "Material  U.S.  Federal  Income Tax
Considerations--Series A Preferred Stock--Adjustment of Conversion Price."

                                       58



     We may,  from time to time,  increase the  conversion  rate if our board of
directors  has made a  determination  that  this  increase  would be in our best
interests. Any such determination by our board will be conclusive.  In addition,
we may increase the conversion rate if our board of directors deems it advisable
to avoid or diminish  any income tax to holders of common stock  resulting  from
any  stock  or  rights   distribution.   See  "Material   U.S.   Federal  Income
Considerations--Series A Preferred Stock--Adjustment of Conversion Price."

     We will not be required to make an adjustment in the conversion rate unless
the  adjustment  would require a change of at least 1% in the  conversion  rate.
However,  we will carry  forward  any  adjustments  that are less than 1% of the
conversion rate.  Except as described above in this section,  we will not adjust
the  conversion  rate for any  issuance of our common  stock or  convertible  or
exchangeable securities or rights to purchase our common stock or convertible or
exchangeable securities.

Global Securities

     Rather  than  issue  shares  of  Series  A  Preferred  Stock in the form of
physical  certificates,  we will generally  issue the shares in book-entry  form
evidenced  by one or more  global  securities.  We  anticipate  that any  global
securities  will be deposited  with, or on behalf of, DTC and  registered in the
name of Cede & Co., as DTC's nominee.

     DTC holds  securities for its  participants to facilitate the clearance and
settlement of  securities  transactions,  such as transfers  and pledges,  among
participants   through   electronic   book-entry  changes  to  accounts  of  its
participants,  thereby  eliminating the need for physical movement of securities
certificates.  Participants include securities brokers and dealers, banks, trust
companies,   clearing   corporations  and  other  organizations.   Some  of  the
participants, or their representatives, together with other entities, own DTC.

     Purchases of Series A Preferred  Stock under the DTC system must be made by
or through  participants,  which  will  receive a credit for the shares on DTC's
records.  Holders who are DTC  participants  may hold their  interests in global
securities  directly  through  DTC.  Holders  who are not DTC  participants  may
beneficially  own  interests in a global  security  held by DTC only through DTC
participants,  or through banks,  brokers,  dealers,  trust  companies and other
parties  that  clear  through  or  maintain  a  custodial  relationship  with  a
participant and have indirect access to the DTC system.  The ownership  interest
of  each  actual  purchaser  is  recorded  on  the  participant's  and  indirect
participants' records. Purchasers will not receive written confirmation from DTC
of their purchase, but should receive written confirmations providing details of
the  transaction,  as well as periodic  statements of their  holdings,  from the
participant or indirect  participant  through which the purchasers  entered into
the transaction.

     So long as Cede & Co. is the registered owner of any global security,  Cede
& Co.  for all  purposes  will be  considered  the  sole  holder  of the  global
security.  The deposit of shares of Series A Preferred  Stock with DTC and their
registration in the name of Cede & Co. will not change the beneficial  ownership
of the  shares.  DTC has no  knowledge  of the actual  beneficial  owners of the
shares.  DTC's records  reflect only the identity of the  participants  to whose
accounts the notes are credited,  which may or may not be the beneficial owners.
The participants are responsible for keeping account of their holdings on behalf
of their customers.

     Neither DTC nor Cede & Co. consents or votes with respect to the securities
held for  participants.  Under  its usual  procedures,  DTC mails a proxy to the
issuer as soon as possible after the record date. The proxy assigns Cede & Co.'s
consenting or voting rights to the participants whose accounts are credited with
the shares on the record  date.  DTC has advised us that it will take any action
permitted  to  be  taken  by a  holder  of  shares  only  at  the  direction  of
participants  whose  accounts  are credited  with DTC  interests in the relevant
global security.

     Unless  our  use  of the  book-entry  system  is  discontinued,  owners  of
beneficial  interests  in a  global  security  will  not  be  entitled  to  have
certificates  registered  in their  names,  will not  receive or be  entitled to
receive  physical  delivery of certificates in definitive  form, and will not be
considered the holders of the global  security.  The laws of some  jurisdictions
require that some purchasers of securities take physical  delivery of securities
in  definitive  form.  These  laws may impair  the  ability of those  holders to
transfer their beneficial interests in the global security.

                                       59


     Delivery of notices and other  communications  by DTC to  participants,  by
participants  to  indirect   participants   and  by  participants  and  indirect
participants to beneficial  owners will be governed by arrangements  among them,
subject to any statutory or regulatory  requirements  that may be in effect from
time to time.

     Distributions and dividend payments on the Series A Preferred Stock will be
made to Cede & Co.  by wire  transfer  of  immediately  available  funds.  DTC's
practice is to credit  participants'  accounts on the payment date in accordance
with their  respective  holdings shown on DTC's records unless DTC believes that
it will not receive  payment on the payment date.  Payments by  participants  to
beneficial  owners  will be  governed by  standing  instructions  and  customary
practices,  as is the case with securities held for the accounts of customers in
bearer form or registered in a "street name," and will be the  responsibility of
the participants and indirect participants.

     DTC has advised us that it is a limited  purpose  trust  company  organized
under the New York Banking Law, a "banking  organization"  within the meaning of
the New York Banking Law, a member of the Federal  Reserve  System,  a "clearing
corporation"  within the meaning of the New York Uniform  Commercial  Code and a
"clearing  agency"  registered  pursuant to the provisions of Section 17A of the
Exchange Act.


     The information in this section  concerning DTC and DTC's book-entry system
has been  obtained  from  sources  that we  believe  to be  reliable.  The rules
applicable to DTC and its  participants are on file with the SEC. Neither we nor
any  transfer  agent,   registrar  or  paying  agent  are  responsible  for  the
performance  by DTC or their  participants  or indirect  participants  under the
rules and procedures governing their operations or for any aspect of the records
relating to or payments made on account of beneficial ownership interests in the
global  securities  or for  maintaining,  supervising  or reviewing  any records
relating to beneficial ownership interests.


Transfer Agent and Registrar

     The transfer agent, registrar and dividend disbursement agent for shares of
Series A Preferred Stock is American Stock Transfer and Trust Company.

                             DESCRIPTION OF THE BUCS

     The Capital  Trust issued and sold  4,025,000  BUCS on November 26, 1996 in
transactions  exempt from the  registration  requirements of the Securities Act.
Resale of the BUCS was subsequently registered under the Securities Act pursuant
to a registration  statement on Form S-1  (Registration  No.  333-18829),  dated
December 26, 1996, as amended (the "Registration Statement").

     The payment of  distributions  out of moneys held by the Capital  Trust and
payments on  liquidation  of the Capital Trust or the redemption of BUCS, as set
forth below, are guaranteed by TIMET to the extent described below.

     The following is a summary of certain of the material  terms and conditions
of the BUCS and is subject to, and  qualified in its  entirety by reference  to,
the declaration of trust of the Capital Trust, as amended and restated, executed
by TIMET as sponsor of the Capital Trust, and the trustees of the Capital Trust,
which is included as an exhibit to the Registration Statement.

Distributions


     Distributions  on the BUCS are  payable at the annual rate of 6.625% of the
liquidation  amount of $50 per BUCS.  Subject to the  extension of  distribution
payment periods described below,  distributions are payable quarterly in arrears
on each  March 1, June 1,  September  1 and  December  1. Our U.S.  bank  credit
facility  currently  permits  the  payment of  distributions  on the BUCS unless
excess availability,  as determined under the credit facility,  is less than $25
million.


                                       60



Option to Extend Distribution Payment Periods

     The ability of the Capital Trust to pay distributions on the BUCS is solely
dependent  on its receipt of interest  payments  from TIMET on the  Subordinated
Debentures.  We have the right to defer  interest  payments at any time and from
time to time on the Subordinated Debentures for successive periods not exceeding
20 consecutive quarters (each, an "Extension Period"),  during which no interest
is due and payable.  No Extension  Period may extend beyond the maturity date of
the   Subordinated   Debentures.   During  any   Extension   Period,   quarterly
distributions  on the  BUCS  will not be made by the  Capital  Trust  (but  will
continue to accumulate,  compounded quarterly at the distribution rate). We will
give written notice of our deferral of an interest  payment to the Capital Trust
and cause the  Capital  Trust to give such  notice to the  holders  of the BUCS.
Because we have the right to defer  payments of interest for one or more periods
of up to 20 consecutive  quarters each, all of the stated  interest  payments on
the Subordinated  Debentures will be treated as original issue discount, or OID.
Holders of the BUCS must include that OID (which OID  continues to accrue during
an  Extension  Period) in income daily on an economic  accrual  basis before the
receipt of cash attributable to the interest,  regardless of their method of tax
accounting.  Moreover, if a holder of BUCS converts such BUCS into shares of our
common  stock during an  Extension  Period,  such holder will not be entitled to
receive, subject to certain exceptions, any accumulated and unpaid distributions
with respect to such BUCS.

Rights Upon Extension of Distribution Payment Periods

     During any Extension Period,  interest on the Subordinated  Debentures will
compound  quarterly and  quarterly  distributions  (compounded  quarterly at the
distribution  rate) will accumulate on the BUCS. During any Extension Period, we
have agreed, among other things, (a) not to declare or pay dividends on, or make
a  distribution  with  respect to, or redeem,  purchase  or  acquire,  or make a
liquidation  payment with  respect to, any of our capital  stock (other than (i)
purchases or  acquisitions  of shares of our common stock in connection with our
satisfaction  of  our  obligations  under  any  employee  benefit  plans  or our
satisfaction of our obligations  pursuant to any contract or security  requiring
us  to  purchase   shares  of  our  common   stock,   (ii)  as  a  result  of  a
reclassification of our capital stock or the exchange or conversion of one class
or series of our capital  stock for another class or series of our capital stock
or (iii) the purchase of  fractional  interests  in shares of our capital  stock
pursuant to the  conversion or exchange  provisions of such capital stock or the
security being converted or exchanged), (b) not to make any payment of interest,
principal  or  premium,  if any,  on or repay,  repurchase  or  redeem  any debt
securities  (including  guarantees) issued by TIMET that rank pari passu with or
junior to the Subordinated Debentures and (c) not to make any guarantee payments
with respect to the foregoing  (other than  pursuant to the guarantee  described
below).

Conversion

     Each of the BUCS is currently  convertible at the option of the holder into
shares of our common stock, at a conversion rate of .1339 of a share for each of
the BUCS (.6695 of a share of common stock  following our proposed  five-for-one
stock  split),  subject  to further  adjustment  in  certain  circumstances.  In
connection  with any conversion of any BUCS, the conversion  agent will exchange
such BUCS for the appropriate  principal amount of Subordinated  Debentures held
by the Capital Trust and immediately  convert such Subordinated  Debentures into
shares of our common stock.  No fractional  shares will be issued as a result of
conversion, but in lieu thereof we will pay such fractional interest in cash. In
addition,  no  additional  shares will be issued upon  conversion of the BUCS to
account for any accumulated and unpaid  distributions on the BUCS at the time of
conversion;  provided,  however,  that any holder of BUCS who delivers such BUCS
for  conversion  after  receiving  a notice of  redemption  from the  applicable
trustee during an Extension  Period will be entitled to receive all  accumulated
and unpaid distributions to the date of conversion.

Liquidation Amount

     In the event of the  liquidation  of the  Capital  Trust,  holders  will be
entitled to receive the liquidation  amount of $50 per BUCS plus an amount equal
to any  accumulated  and unpaid  distributions  thereon to the date of  payment,
unless Subordinated  Debentures are distributed to such holders as a liquidating
distribution upon dissolution.

                                       61



Redemption

     We may redeem the  Subordinated  Debentures  for cash, in whole or in part,
from time to time.  Upon any  redemption of the  Subordinated  Debentures,  BUCS
having an aggregate  liquidation amount equal to the aggregate  principal amount
of the Subordinated  Debentures so redeemed will be redeemed on a pro rata basis
at a redemption price  corresponding to the redemption price of the Subordinated
Debentures plus accrued and unpaid interest  thereon (the  "Redemption  Price").
The  BUCS do not have a stated  maturity  date,  although  they are  subject  to
mandatory redemption upon the repayment of the Subordinated  Debentures at their
stated  maturity of  December 1, 2026,  upon  acceleration  of the  Subordinated
Debentures, or upon early redemption of the Subordinated Debentures.

     The following are the  Redemption  Prices  (expressed as percentages of the
principal  amount of the  Subordinated  Debentures)  for  redemption  during the
12-month period beginning December 1:

                    Year                      Redemption Prices
                    ----                      -----------------
                    2003                          101.9875%
                    2004                          101.3250%
                    2005                          100.6625%

and 100% if redeemed on or after December 1, 2006.


     Our U.S.  bank credit  facility  currently  permits the  redemption of BUCS
unless excess  availability,  as determined under the credit  facility,  is less
than $25 million.


Guarantee

     We have irrevocably  guaranteed,  on a subordinated basis and to the extent
set  forth  herein,  the  payment  in  full of (i) any  accumulated  and  unpaid
distributions  on the BUCS to the extent of funds of the Capital Trust available
therefor,  (ii) the amount payable upon  redemption of the BUCS to the extent of
funds  of  the  Capital  Trust  available  therefor  and  (iii)  generally,  the
liquidation  amount of the BUCS to the extent of the assets of the Capital Trust
available for  distribution  to holders of BUCS. This guarantee is unsecured and
is (a)  subordinate  and junior in right of payment to all other  liabilities of
TIMET  except any  liabilities  that may be made pari passu  expressly  by their
terms,  (b) pari passu with the most senior preferred stock, if any, issued from
time to time by TIMET and with any  guarantee  now or hereafter  entered into by
TIMET in respect of any preferred or preference stock or preferred securities of
any  affiliate  of TIMET,  (c) senior to the shares of our common  stock and (d)
effectively   subordinated   to  all  existing  and  future   indebtedness   and
liabilities,   including  trade  payables,   of  our   subsidiaries.   Upon  our
liquidation, dissolution or winding up, our obligations under the guarantee will
rank  junior to all of our other  liabilities,  except as  aforesaid,  and, as a
result, funds may not be available for payment under the guarantee.

Voting Rights

     Prior to conversion  into shares of our common  stock,  holders of the BUCS
have no voting rights.

Tax Event Redemption; Distribution Upon a Tax Event or Investment Company Event

     Upon the occurrence of a Tax Event or an Investment  Company Event (each as
defined  below),  except in  certain  limited  circumstances,  we will cause the
applicable  trustees  to  liquidate  the  Capital  Trust and cause  Subordinated
Debentures  to  be   distributed   to  the  holders  of  the  BUCS.  In  certain
circumstances  involving  a Tax  Event,  we will have the  right to  redeem  the
Subordinated  Debentures,  in whole (but not in part),  at 100% of the principal
amount  plus  accrued  and unpaid  interest,  in lieu of a  distribution  of the
Subordinated  Debentures,  in which  event  the  BUCS  will be  redeemed  at the
Redemption  Price.  "Tax Event" means that the trustees  shall have  received an
opinion of nationally  recognized  independent  tax counsel  experienced in such
matters to the effect  that as a result of any of the  following  changes in the
tax laws: (a) any amendment to, or change  (including any announced  prospective

                                       62


change) in, the laws (or any regulations thereunder) of the United States or any
political  subdivision or taxing authority thereof or therein; (b) any amendment
to,  or  change  in,  an  interpretation  or  application  of any  such  laws or
regulations by any legislative  body, court,  governmental  agency or regulatory
authority (including the enactment of any legislation and the publication of any
judicial  decision  or  regulatory  determination);  (c) any  interpretation  or
pronouncement  that  provides  for a  position  with  respect  to  such  laws or
regulations that differs from the theretofore  generally accepted  position;  or
(d) any action taken by any governmental agency or regulatory  authority,  which
amendment or change is enacted, promulgated or issued or which interpretation or
pronouncement is issued or adopted or which action is taken,  there is more than
an  insubstantial  risk that (i) the Capital Trust is, or will be within 90 days
of the date  thereof,  subject  to  federal  income  tax with  respect to income
accrued or received on the Subordinated  Debentures,  (ii) the Capital Trust is,
or will be within 90 days of the date thereof, subject to more than a de minimis
amount of other taxes,  duties or other  governmental  charges or (iii) interest
payable by us to the Capital  Trust on the  Subordinated  Debentures  is not, or
within 90 days of the date  thereof  will not be,  deductible  by us for federal
income  tax  purposes  (determined  without  regard to the use made by us of the
proceeds  of  the  Subordinated  Debentures).  Notwithstanding  anything  in the
previous  sentence to the contrary,  a Tax Event shall not include any change in
tax law that  requires us for  federal  income tax  purposes  to defer  taking a
deduction for any OID that accrues with respect to the  Subordinated  Debentures
until the interest  payment related to such OID is paid in money;  provided that
such change in tax law does not create more than an  insubstantial  risk that we
will be prevented  from taking a deduction  for OID accruing with respect to the
Subordinated  Debentures  at a date that is no later than the date the  interest
payment related to such OID is actually paid by us in money. "Investment Company
Event"  means that the  trustees  shall have  received an opinion of  nationally
recognized  independent  counsel  experienced  in practice  under the Investment
Company  Act of 1940,  as  amended,  to the  effect  that,  as a  result  of the
occurrence  of a change in law or regulation  or a change in  interpretation  or
application of law or regulation by any legislative  body,  court,  governmental
agency or regulatory  authority that became  effective  after November 20, 1996,
there is more than an  insubstantial  risk that the Capital  Trust is or will be
considered an "investment  company" which is required to be registered under the
Investment Company Act.

Margin Regulations

     The BUCS are not  currently  "margin  securities,"  as such term is defined
under the rules of the Board of Governors of the Federal Reserve System.

                                  LEGAL MATTERS


     The validity of the Series A Preferred  Stock offered hereby and the common
stock that may be issued upon  conversion  thereof will be passed upon for us by
Locke Liddell & Sapp LLP, Dallas, Texas.


                                     EXPERTS

     The consolidated  financial  statements  incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31, 2003
have been so incorporated  in reliance on the reports of  PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.

                INFORMATION REGARDING FORWARD-LOOKING STATEMENTS


     The statements  contained in this prospectus that are not historical  facts
are  forward-looking   statements  that  represent   management's   beliefs  and
assumptions based on currently available information. Forward-looking statements
can be  identified  by the use of words such as  "believes,"  "intends,"  "may,"
"will,"  "looks,"  "should,"  "could,"  "anticipates,"  "expects" or  comparable
terminology or by discussions of strategies or trends.  Although we believe that
the expectations  reflected in such  forward-looking  statements are reasonable,
these expectations may not prove to be correct.  Such statements by their nature
involve  substantial risks and  uncertainties  that could  significantly  affect
expected  results.  Actual  future  results could differ  materially  from those
described in such forward-looking  statements,  and we disclaim any intention or
obligation  to update or revise  any  forward-looking  statements,  whether as a
result of new  information,  future events or otherwise.  Among the factors that
could cause actual results to differ  materially are the risks and uncertainties
discussed  from time to time in our other filings with the SEC,  which  include,
but are not limited to, the following:


     o    the cyclicality of the commercial aerospace industry;

     o    the performance of aerospace  manufacturers  and TIMET under long-term
          agreements;

                                       63



     o    the renewal of certain long-term agreements

     o    the difficulty in forecasting demand for titanium products

     o    global economic and political  conditions,  global productive capacity
          for titanium

     o    changes in product pricing and costs;

     o    the impact of  long-term  contracts  with  vendors  on our  ability to
          reduce or increase supply or achieve lower costs

     o    the possibility of labor disruptions

     o    fluctuations in currency exchange rates

     o    control by certain stockholders and possible conflicts of interest

     o    uncertainties associated with new product development

     o    the supply of raw materials and services,  changes in raw material and
          other operating costs (including energy costs)

     o    possible  disruption  of  business or  increases  in the cost of doing
          business resulting from terrorist activities or global conflicts; and

     o    our ability to achieve reductions in our cost structure.

     Should one or more of these risks  materialize (or the consequences of such
a development  worsen),  or should the underlying  assumptions  prove incorrect,
actual results could differ materially from those forecasted or expected.

                                       64




                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual and quarterly  reports,  prospectuses and other  information
with the SEC. The SEC allows us to "incorporate by reference"  information  into
this prospectus,  which means that we can disclose important  information to you
by referring you to another  document we have filed separately with the SEC. The
information  incorporated by reference is deemed to be part of this  prospectus,
except for any information  superseded by information contained directly in this
prospectus.

     This  prospectus  incorporates  by reference  the documents set forth below
that we have previously  filed with the SEC. These documents  contain  important
information about our financial condition.



         TIMET SEC Filings (File No. 1-14368)                    Period
         ------------------------------------                    ------

                                                              
         Section entitled "Description of the Convertible
         Preferred Securities" in the Registration Statement
         on Form S-1, as amended (Registration No. 333-18829)    Dated December 26, 1996


         Annual Report on Form 10-K, as amended by               Year ended December 31, 2003
         Amendments No. 1 and 2 thereto

         Quarterly Report on Form 10-Q                           Quarter ended March 31, 2004

         Current Reports on Form 8-K                             Dated January 29, 2004, January 28, 2004,
                                                                 February 26, 2004, March 25, 2004 and May 3,
                                                                 2004



     We also incorporate by reference into this prospectus  additional documents
that we may file with the SEC pursuant to Section 13(a),  13(c),  14 or 15(d) of
the  Exchange Act from the date of the filing of the  registration  statement of
which this  prospectus  forms a part until the completion or termination of this
exchange  offer.  Any  statement   contained  in  a  previously  filed  document
incorporated  by  reference  into this  prospectus  is deemed to be  modified or
superseded  for  purposes  of this  prospectus  to the extent  that a  statement
contained  in  this  prospectus,  or  in  a  subsequently  filed  document  also
incorporated by reference herein, modifies or supersedes that statement.

     We have filed a registration statement on Form S-4 under the Securities Act
with the SEC with respect to our offering of the Series A Preferred Stock.  This
prospectus does not contain all of the information  included in the registration
statement and the exhibits and schedules to the registration statement. You will
find  additional  information  about us and the Series A Preferred  Stock in the
registration  statement.  Certain items are omitted in accordance with the rules
and regulations of the SEC. For further  information  with respect to us and the
Series A Preferred Stock,  reference is made to the  registration  statement and
the exhibits and any schedules  filed  therewith.  Statements  contained in this
prospectus as to the contents of any contract or other document  referred to are
not necessarily  complete and in each instance,  if such contract or document is
filed as an  exhibit,  reference  is made to the copy of such  contract or other
document filed as an exhibit to the registration statement, each statement being
qualified in all respects by such reference.

     You may obtain  copies of any documents  incorporated  by reference in this
prospectus  from us, from the SEC or from the SEC's website as described  below.
Documents  incorporated  by  reference  are  available  from us without  charge,
excluding exhibits thereto unless we have specifically incorporated by reference
such exhibits in this prospectus.  Any person, including any beneficial owner of
BUCS, to whom this prospectus is delivered may obtain documents  incorporated by
reference in, but not delivered  with,  this  prospectus by requesting them from
the Information Agent in writing or by telephone at the address set forth on the
back cover of this  prospectus.  Any request  should be made not later than five
business days prior to the end of the exchange offer.

     You may also read and copy any  reports,  statements  or other  information
that we file at the SEC's  public  reference  rooms at 450 Fifth  Street,  N.W.,
Washington,  D.C. 20549; Woolworth Building, 13th floor, 233 Broadway, New York,

                                       65



New York  10279 and  Citicorp  Center,  500 West  Madison  Street,  Suite  1400,
Chicago,  Illinois  60661.  Please  call the SEC at  1-800-SEC-0330  for further
information on the public reference rooms. Our SEC filings are also available to
the public  from  commercial  document  retrieval  services  and at the  website
maintained by the SEC at www.sec.gov.

     You may also inspect reports,  proxy statements and other information about
us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.

                                       66



     You should send or deliver the Letter of Transmittal,  manually signed, and
certificates  evidencing  BUCS and any other required  documents to the exchange
agent at its address set forth below.

                  The exchange agent for the exchange offer is:

                    AMERICAN STOCK TRANSFER AND TRUST COMPANY




                                                                           
  By Mail, Hand or Overnight Delivery:         By Facsimile Transmission:        For Confirmation Only Telephone:
American Stock Transfer and Trust Company   For Eligible Institutions Only:               (800) 937-5449
             59 Maiden Lane                          (718) 234-5001                       (718) 921-8200
           New York, NY 10038


     Questions or requests  for  assistance  may be directed to the  information
agent at its address and telephone  number listed  below.  Additional  copies of
this prospectus, the Letter of Transmittal and the Notice of Guaranteed Delivery
may be obtained from the information  agent. A holder may also contact  brokers,
dealers,  commercial  banks or trust  companies for  assistance  concerning  the
exchange offer.

                The information agent for the exchange offer is:

                           INNISFREE M&A INCORPORATED

                         501 Madison Avenue, 20th Floor
                               New York, NY 10022
                         Call Toll Free: (888) 750-5834
                 Banks and Brokers Call Collect: (212) 750-5833






                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

     Section  102(b)(7) of the General  Corporation Law of the State of Delaware
permits a Delaware  corporation to limit the personal liability of its directors
in accordance  with the provisions  set forth therein.  The Amended and Restated
Certificate of Incorporation of Titanium Metals  Corporation (the  "registrant")
provides that the personal  liability of its  directors  shall be limited to the
fullest extent permitted by applicable law.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
contains  provisions  permitting Delaware  corporations to indemnify  directors,
officers,  employees or agents  against  expenses,  including  attorneys'  fees,
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact that such person was or is a director, officer, employee or agent of
the  corporation  provided  that (i) such  person  acted in good  faith and in a
manner  he  or  she  reasonably  believed  to  be  in  or  not  opposed  to  the
corporation's  best interest and (ii) in the case of a criminal  proceeding such
person had no reasonable  cause to believe his or her conduct was  unlawful.  In
the  case  of  actions  or  suits  by or in the  right  of the  corporation,  no
indemnification  shall be made in a case in which  such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of Chancery  or the court in which such  action or suit was brought  shall
have determined upon application that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably entitled to indemnity for such expenses. Indemnification as described
above  shall  only be  granted  in a  specific  case upon a  determination  that
indemnification  is proper in the circumstances  because the indemnified  person
has met the applicable standard of conduct. Such determination shall be made (a)
by a majority  vote of directors who were not parties to such  proceeding,  even
though less than a quorum, or (b) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (c) if there
are no such  directors or if such  directors  so direct,  by  independent  legal
counsel in a written opinion or (d) by the stockholders of the corporation.  The
Amended  and  Restated  Certificate  of  Incorporation  and the  By-Laws  of the
registrant  provide for  indemnification  of its  directors  and officers to the
fullest extent permitted by applicable law.

Item 21.            Exhibits and Financial Statement Schedules

Exhibit No.         Document

3.1                 Amended  and  Restated   Certificate  of   Incorporation  of
                    Titanium Metals  Corporation,  as amended effective February
                    14,  2003,  incorporated  by  reference  to  Exhibit  3.1 to
                    Amendment  No. 1 to  Titanium  Metals  Corporation's  Annual
                    Report on Form  10-K/A (No.  1-10126)  filed with the SEC on
                    March 17, 2003.

3.2                 By-laws  of  Titanium  Metals  Corporation  as  Amended  and
                    Restated,  dated February 4, 2003, incorporated by reference
                    to  Exhibit  3.1 to  Titanium  Metals  Corporation's  Annual
                    Report  on Form  10-K (No.  1-10126)  filed  with the SEC on
                    February 28, 2003.

4.1**               Form of Certificate of Designations,  Rights and Preferences
                    of 6 3/4% Series A Convertible Preferred Stock.

4.2*                Specimen   Certificate   of  6  3/4%  Series  A  Convertible
                    Preferred Stock.

4.3                 Certificate  of  Trust  of  TIMET  Capital  Trust  I,  dated
                    November 13, 1996,  incorporated by reference to Exhibit 4.1
                    to Titanium Metals Corporation's  Current Report on Form 8-K
                    filed with the SEC on December 5, 1996.

                                       1



4.4                 Amended and Restated  Declaration  of Trust of TIMET Capital
                    Trust I,  dated as of  November  20,  1996,  among  Titanium
                    Metals Corporation, as Sponsor, the Chase Manhattan Bank, as
                    Property  Trustee,  Chase  Manhattan  Bank  (Delaware),   as
                    Delaware  Trustee  and  Joseph  S.  Compofelice,  Robert  E.
                    Musgraves  and  Mark  A.  Wallace,   as  Regular   Trustees,
                    incorporated  by reference to Exhibit 4.2 to Titanium Metals
                    Corporation's  Current Report on Form 8-K filed with the SEC
                    on December 5, 1996.

4.5                 Indenture  for  the  6?%  Convertible  Junior   Subordinated
                    Debentures,  dated as of November 20, 1996,  among  Titanium
                    Metals Corporation and The Chase Manhattan Bank, as Trustee,
                    incorporated  by reference to Exhibit 4.3 to Titanium Metals
                    Corporation's  Current Report on Form 8-K filed with the SEC
                    on December 5, 1996.

4.6                 Form of 6?% Convertible  Preferred  Securities  (included in
                    Exhibit 4.2 above), incorporated by reference to Exhibit 4.4
                    to Titanium Metals Corporation's  Current Report on Form 8-K
                    filed with the SEC on December 5, 1996.

4.7                 Form  of  6?%  Convertible  Junior  Subordinated  Debentures
                    (included in Exhibit 4.3 above),  incorporated  by reference
                    to Exhibit  4.6 to  Titanium  Metals  Corporation's  Current
                    Report on Form 8-K filed with the SEC on December 5, 1996.

4.8                 Form of 6?% Trust Common Securities (included in Exhibit 4.2
                    above), incorporated by reference to Exhibit 4.5 to Titanium
                    Metals  Corporation's  Current Report on Form 8-K filed with
                    the SEC on December 5, 1996.

4.9                 Convertible  Preferred  Securities  Guarantee,  dated  as of
                    November 20, 1996, between Titanium Metals  Corporation,  as
                    Guarantor,  and  The  Chase  Manhattan  Bank,  as  Guarantee
                    Trustee,   incorporated  by  reference  to  Exhibit  4.7  to
                    Titanium  Metals  Corporation's  Current  Report on Form 8-K
                    filed with the SEC on December 5, 1996.

4.10                Purchase   Agreement,   dated  November  20,  1996,  between
                    Titanium Metals Corporation,  TIMET Capital Trust I, Salomon
                    Brothers  Inc,  Merrill  Lynch,   Pierce,   Fenner  &  Smith
                    Incorporated  and  Morgan  Stanley  & Co.  Incorporated,  as
                    Initial  Purchasers,  incorporated  by  reference to Exhibit
                    99.1 to Titanium Metals Corporation's Current Report on Form
                    8-K filed with the SEC on December 5, 1996.

4.11                Registration  Agreement,  dated  November 20, 1996,  between
                    TIMET  Capital   Trust  I  and  Salomon   Brothers  Inc,  as
                    Representative  of the Initial  Purchasers,  incorporated by
                    reference to Exhibit 99.2 to Titanium  Metals  Corporation's
                    Current Report on Form 8-K filed with the SEC on December 5,
                    1996.


5.1**               Opinion  of Locke  Liddell & Sapp LLP with  respect to the 6
                    3/4%  Series A  Convertible  Preferred  Stock and the common
                    stock that may be issued upon conversion thereof.

8.1**               Tax Opinion of Locke Liddell & Sapp LLP.

10.1**              Amendment No. 4 to Loan and Security Agreement,  dated as of
                    June 2, 2004, among Titanium Metals Corporation and Titanium
                    Hearth  Technologies,  Inc.,  as borrowers,  TIMET  Millbury
                    Corporation,   TIMET  Castings  Corporation,  TIMET  Finance
                    Management   Company  and  TMCA   International,   Inc.,  as
                    guarantors,  and Congress Financial Corporation (Southwest),
                    as lender.

12.1**              Statements of  Computation  of Ratio of Earnings to Combined
                    Fixed Charges and Preferred Dividends.


23.1*               Consent of PricewaterhouseCoopers LLP.

23.2                Consent  of Locke  Liddell & Sapp LLP  (included  in Exhibit
                    5.1).



24.1                Powers of Attorney (included on the signature page hereto).

99.1*               Form of Letter of Transmittal.

99.2*               Form of Letter to Brokers, Dealers,  Commercial Banks, Trust
                    Companies and Other Nominees.

99.3*               Form of  Letter  to  Clients  for Use by  Brokers,  Dealers,
                    Commercial Banks, Trust Companies and Other Nominees.

99.4*               Form of Notice of Guaranteed Delivery.

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


*        Previously filed.
**       Filed herewith.


Item 22. Undertakings

     (a) The undersigned registrant hereby undertakes:

          (1) to file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus and solicitation statement required
by Section 10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus and solicitation  statement any
facts or events arising after the effective date of this registration  statement
(or the most recent post-effective amendment thereof) which,  individually or in
the aggregate,  represent a fundamental  change in the  information set forth in
this registration statement;

               (iii) To include any  material  information  with  respect to the
plan of distribution not previously disclosed in this registration  statement or
any material change to such information in this registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such



director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     (d)  The  undersigned   hereby   undertakes  to  respond  to  requests  for
information  that is incorporated  by reference into the prospectus  pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request,  and to send the  incorporated  documents  by first class mail or other
equally prompt means.  This includes  information  contained in documents  filed
subsequent to the effective date of the registration  statement through the date
of responding to the request.

     (e) The undersigned  registrant  hereby  undertakes to supply by means of a
post-effective  amendment  all  information  concerning a  transaction,  and the
company  being  acquired  involved  therein,  that  was not the  subject  of and
included in the registration statement when it became effective.






                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing and has duly caused this  registration  statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Denver, State of Colorado, on June 23, 2004.


                           TITANIUM METALS CORPORATION



                         By:    /s/ Bruce P. Inglis
                                -----------------------------------------------
                                Bruce P. Inglis
                                Vice President-Finance and Corporate Controller

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.







                                                                              

                  *                             Chairman  of the Board,  President  June 23, 2004
------------------------------------
J. Landis Martin                                and Chief Executive Officer

                  *                             Director                            June 23, 2004
------------------------------------
Norman N. Green

                  *                             Director                            June 23, 2004
------------------------------------
Gary C. Hutchison

                  *                             Director                            June 23, 2004
------------------------------------
Albert W. Niemi, Jr.

                  *                             Director                            June 23, 2004
------------------------------------
Glenn R. Simmons

                  *                             Director                            June 23, 2004
------------------------------------
Steven L. Watson

                  *                             Director                            June 23, 2004
------------------------------------
Paul J. Zucconi

/s/ Bruce P. Inglis                             Vice President-Finance and          June 23, 2004
--------------------------------------------      Corporate Controller
Bruce P. Inglis                                 Principal Financial Officer
                                                Principal Accounting Officer


*        By:      /s/ Bruce P. Inglis
                  -----------------------------------
                  Attorney-in-Fact







                                  EXHIBIT INDEX

Exhibit No.    Document
-----------    --------

3.1            Amended and Restated  Certificate  of  Incorporation  of Titanium
               Metals  Corporation,  as amended  effective  February  14,  2003,
               incorporated  by reference  to Exhibit 3.1 to Amendment  No. 1 to
               Titanium Metals  Corporation's  Annual Report on Form 10-K/A (No.
               1-10126) filed with the SEC on March 17, 2003.

3.2            By-laws of Titanium  Metals  Corporation as Amended and Restated,
               dated February 4, 2003,  incorporated by reference to Exhibit 3.1
               to Titanium Metals  Corporation's Annual Report on Form 10-K (No.
               1-10126) filed with the SEC on February 28, 2003.

4.1**          Form of Certificate of Designations,  Rights and Preferences of 6
               3/4% Series A Convertible Preferred Stock.


4.2*           Specimen  Certificate  of 6 3/4% Series A  Convertible  Preferred
               Stock.


4.3            Certificate of Trust of TIMET Capital Trust I, dated November 13,
               1996, incorporated by reference to Exhibit 4.1 to Titanium Metals
               Corporation's  Current  Report on Form 8-K filed  with the SEC on
               December 5, 1996.

4.4            Amended and Restated  Declaration of Trust of TIMET Capital Trust
               I,  dated  as  of  November  20,  1996,   among  Titanium  Metals
               Corporation,  as Sponsor,  the Chase  Manhattan Bank, as Property
               Trustee, Chase Manhattan Bank (Delaware), as Delaware Trustee and
               Joseph S.  Compofelice,  Robert E. Musgraves and Mark A. Wallace,
               as Regular Trustees,  incorporated by reference to Exhibit 4.2 to
               Titanium  Metals  Corporation's  Current Report on Form 8-K filed
               with the SEC on December 5, 1996.

4.5            Indenture for the 6?% Convertible Junior Subordinated Debentures,
               dated as of November 20, 1996, among Titanium Metals  Corporation
               and  The  Chase  Manhattan  Bank,  as  Trustee,  incorporated  by
               reference to Exhibit 4.3 to Titanium Metals Corporation's Current
               Report on Form 8-K filed with the SEC on December 5, 1996.

4.6            Form of 6?% Convertible Preferred Securities (included in Exhibit
               4.2 above),  incorporated by reference to Exhibit 4.4 to Titanium
               Metals  Corporation's  Current  Report on Form 8-K filed with the
               SEC on December 5, 1996.

4.7            Form of 6?% Convertible Junior Subordinated  Debentures (included
               in Exhibit 4.3 above),  incorporated  by reference to Exhibit 4.6
               to Titanium Metals Corporation's Current Report on Form 8-K filed
               with the SEC on December 5, 1996.

4.8            Form of 6?% Trust  Common  Securities  (included  in Exhibit  4.2
               above),  incorporated  by  reference  to Exhibit  4.5 to Titanium
               Metals  Corporation's  Current  Report on Form 8-K filed with the
               SEC on December 5, 1996.

4.9            Convertible Preferred Securities Guarantee,  dated as of November
               20, 1996, between Titanium Metals Corporation,  as Guarantor, and
               The Chase Manhattan Bank, as Guarantee  Trustee,  incorporated by
               reference to Exhibit 4.7 to Titanium Metals Corporation's Current
               Report on Form 8-K filed with the SEC on December 5, 1996.

4.10           Purchase  Agreement,  dated November 20, 1996,  between  Titanium
               Metals Corporation,  TIMET Capital Trust I, Salomon Brothers Inc,
               Merrill Lynch,  Pierce,  Fenner & Smith  Incorporated  and Morgan
               Stanley & Co. Incorporated,  as Initial Purchasers,  incorporated
               by  reference to Exhibit  99.1 to Titanium  Metals  Corporation's
               Current  Report on Form 8-K  filed  with the SEC on  December  5,
               1996.



4.11           Registration  Agreement,  dated November 20, 1996,  between TIMET
               Capital Trust I and Salomon  Brothers Inc, as  Representative  of
               the Initial Purchasers, incorporated by reference to Exhibit 99.2
               to Titanium Metals Corporation's Current Report on Form 8-K filed
               with the SEC on December 5, 1996.


5.1**          Opinion  of Locke  Liddell & Sapp LLP with  respect to the 6 3/4%
               Series A  Convertible  Preferred  Stock and the common stock that
               may be issued upon conversion thereof.

8.1**          Tax Opinion of Locke Liddell & Sapp LLP.

10.1**         Amendment No. 4 to Loan and Security Agreement,  dated as of June
               2, 2004,  among Titanium  Metals  Corporation and Titanium Hearth
               Technologies,  Inc., as borrowers,  TIMET  Millbury  Corporation,
               TIMET Castings Corporation,  TIMET Finance Management Company and
               TMCA International,  Inc., as guarantors,  and Congress Financial
               Corporation (Southwest), as lender.

12.1**         Statements of Computation of Ratio of Combined  Earnings to Fixed
               Charges and Preferred Dividends.


23.1*          Consent of PricewaterhouseCoopers LLP.

23.2           Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1).

24.1           Powers of Attorney (included on the signature page hereto).

99.1*          Form of Letter of Transmittal.

99.2*          Form of Letter  to  Brokers,  Dealers,  Commercial  Banks,  Trust
               Companies and Other Nominees.

99.3*          Form of Letter to Clients for Use by Brokers, Dealers, Commercial
               Banks, Trust Companies and Other Nominees.

99.4*          Form of Notice of Guaranteed Delivery.

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


*        Previously filed.
**       Filed herewith.