TERMINATION  OF  STOCK  SUBSCRIPTION  AGREEMENT
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     THIS  TERMINATION  OF  STOCK  SUBSCRIPTION  AGREEMENT  ("Termination
Agreement")  is  entered  into  as of the 31st day of March, 1997 by and among
Haynes  Holdings,  Inc.,  a  Delaware  corporation  (the  "Issuer"),  Haynes
International, Inc., a Delaware corporation ("Haynes"), and the persons listed
on  the  signature  pages  hereof  (the  "Management  Investors").

     PRELIMINARY  STATEMENT
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     The  Issuer,  Haynes  and the Management Investors are the only remaining
parties  to  that  certain Stock Subscription Agreement, dated as of August 1,
1989,  as  amended  by  the Amendment to Stock Subscription Agreement to Add a
Party,  dated  August  14,  1992,  and  by  the  Second  Amendment  to  Stock
Subscription Agreement, dated as of March 16, 1993, and by the Third Amendment
to  Stock  Subscription  Agreement,  dated  May  6,  1996,  and  by the Fourth
Amendment  to  Stock  Subscription Agreement, dated as of May 31, 1996, and by
the  Fifth  Amendment to Stock Subscription Agreement, dated as of January 29,
1997  (as  so  amended,  the  "Stock  Subscription  Agreement").

     The  parties hereto desire to terminate the Stock Subscription Agreement.

     AGREEMENT
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     In  consideration  of  the mutual covenants contained in this Termination
Amendment,  and  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby acknowledged, the parties hereto hereby agree
as  follows:

     1.          Termination.    The  Stock  Subscription  Agreement is hereby
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terminated  and  cancelled  as  of  the  date  set  forth above and all of the
respective  obligations, duties, liabilities, rights and powers of the parties
thereto  as  contained  therein  are  hereby  terminated  and  extinguished.

     2.       Counterparts.  This Termination Agreement may be executed in any
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number  of  counterparts  and  by  the  different  parties  hereto on separate
counterparts,  each of which counterparts when executed and delivered shall be
an  original,  but  all  of  which  shall together constitute one and the same
instrument.

     3.       Governing Law.  This Termination Agreement shall be construed in
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accordance  with  and  governed  by  the  law  of  the  State  of  New  York.

     4.       Successors, Assigns and Transferees.  This Termination Agreement
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shall  be  binding  upon  the  parties  hereto  and their respective heirs and
successors.

     IN  WITNESS  WHEREOF,  the Issuer and Haynes have caused this Termination
Agreement  to  be  executed  by their duly authorized officers and each of the
Management  Investors  has  executed this Termination Agreement as of the date
first  above  written.

                              "ISSUER"

                              HAYNES  HOLDINGS,  INC.


                              /s/

                              Its:

                              "HAYNES"

                              HAYNES  INTERNATIONAL,  INC.

                              /s/
                              By:

                              Its:

                              "MANAGEMENT  INVESTORS"


                              /s/ Michael D. Austin
                              Michael  D.  Austin


                              /s/ Joseph  F.  Barker
                              Joseph  F.  Barker


                              /s/ F.  Galen  Hodge
                              F.  Galen  Hodge


                              /s/ Charles  J.  Sponaugle
                              Charles  J.  Sponaugle