Debtor:   ____________________

Secured Party: Titanium Metals Corporation

                           EXHIBIT "A"

                    Description of Collateral


          All of the Debtor's right, title and interest in and to the following
property, whether now owned or hereafter acquired by the Debtor and whether now
existing or hereafter coming into existence:

          (a)  all of the shares of capital stock or other securities of  the
Issuer (as defined below) represented by the respective certificates identified
in Schedule 1 attached hereto and by this reference made a part hereof, together
with in each case the certificates representing the same (collectively, the
"Pledged Securities"); and

          (b)  all shares, securities, moneys or property representing a
dividend on, or a distribution or return of capital in respect of any of the
Pledged Securities, resulting from a split-up, revisions, reclassification or
other like change of any of the Pledged Securities or otherwise received in
exchange for any of the Pledged Securities and all Equity Rights (as defined
below) issued to the holders of, or otherwise in respect of, any of the Pledged
Securities (collectively, together with the Pledged Securities, the "Pledged
Collateral"); and

          (c)  all proceeds in whatever form of all or any part of the Pledged
Securities  and Pledged Collateral.



          For the purposes hereof, the following terms shall have the meanings
set forth below:

          "Equity Rights" shall mean, with respect to any person, any
outstanding subscriptions, options, warrants, commitments, preemptive rights or
agreements of any kind (including any stockholders' or voting trust agreements)
for the issuance, sale, registration or voting of, or outstanding securities
convertible into, any additional shares of capital stock of any class, or
partnership or other ownership interests of any type in, such person.

          "Issuer" shall mean Titanium Metals Corporation and/or TIMET Capital
Trust I.


Debtor:   ____________________




Secured Party: Titanium Metals Corporation

                            SCHEDULE 1



Capital Stock:



Other Securities: