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                                Form 10-K/A
                              Amendment No. 2 to
                                Annual Report
                                      on
                                  Form 10-K
                              for the year ended
                              December 31, 1993
                                      of
                             RMI TITANIUM COMPANY

        Pursuant to Rule 12b-15, promulgated under the Securities Exchange Act
of 1934, RMI Titanium Company hereby amends each of the following Items of its
Annual Report on Form 10-K for the year ended December 31, 1993 so that, as
amended, such Items read as set forth herein.

Index to Exhibits
Exhibit 23.1
Exhibit 27.1
Exhibit 27.2


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                               INDEX TO EXHIBITS
 

                                                                                   SEQUENTIAL
EXHIBIT                                                                               PAGE
  NO.                                  DESCRIPTION                                   NUMBER
- -------    -------------------------------------------------------------------   ---------------
                                                                           
 2.0       Amended and Restated Reorganization Agreement, incorporated by
           reference to Exhibit 2.1 to the Company's Registration Statement on
           Form S-1 No. 33-30667 Amendment No. 1 filed with the Securities and
           Exchange Commission on April 9, 1990.

 3.1       Amended Articles of Incorporation of the Company, incorporated by
           reference to Exhibit 3.1 to the Company's Registration Statement on
           Form S-1 No. 33-30667 filed with the Securities and Exchange
           Commission on August 23, 1989.

 3.2       Amended Code of Regulations of the Company.

10.1       Agreement for the sale and purchase of titanium tetrachloride
           between SCM Chemicals, Inc., and RMI Titanium Company dated March
           9, 1993, incorporated by reference to Exhibit 10.13 to the
           Company's Form 10-K Annual Report for the year ended December 31,
           1992.+

10.2       Agreement for the supply, purchase and sale of chlorine between SCM
           Chemicals, Inc., and RMI Titanium Company dated as of November 13,
           1990, incorporated by reference to Exhibit 10.3 to the Company's
           Form 10-K Annual Report for the year ended December 31, 1990.

10.3       Bank credit agreement between Society National Bank, Pittsburgh
           National Bank and NBD Bank, as Banks, Society National Bank as
           agent, and RMI Titanium Company dated as of June 3, 1993,
           incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the
           Company's Form 10-K Annual Report for the year ended December 31,
           1992.

10.4       RMI Company Annual Incentive Compensation Plan, incorporated by
           reference to Exhibit 10.3 to the Company's Registration Statement
           on Form S-1 No. 33-30667 Amendment No. 2 filed with the Securities
           and Exchange Commission on October 10, 1989.

10.5       RMI Titanium Company 1989 Stock Option Incentive Plan, incorporated
           by reference to Exhibit 10.4 to the Company's Registration
           Statement on Form S-1 No. 33-30667 Amendment No. 2 filed with the
           Securities and Exchange Commission on October 10, 1989.

10.6       RMI Titanium Company Supplemental Pension Plan effective August 1,
           1987, and amended as of December 12, 1990, incorporated by
           reference to Exhibit 10.8 to the Company's form 10-K Annual Report
           for the year ended December 31, 1990.

10.7       RMI Titanium Company 1989 Employee Restricted Stock Award Plan,
           incorporated by reference to Exhibit 10.6 to the Company's
           Registration Statement on Form S-1, No. 33-30667 Amendment No. 2
           filed with the Securities and Exchange Commission on October 10,
           1989.

10.8       Amendment to RMI Titanium Company 1989 Employee Restricted Stock
           Award Plan incorporated by reference to Exhibit 10.10 to the
           Company's Form 10-K Annual Report for the year ended December 31,
           1990.

10.9       RMI Titanium Company 1989 Non-Employee Director Restricted Stock
           Award Plan, incorporated by reference to Exhibit 10.7 to the
           Company's Registration Statement on Form S-1, No. 33-30667
           Amendment No. 2 filed with the Securities and Exchange Commission
           on October 10, 1989.

 
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                                                                                   SEQUENTIAL
EXHIBIT                                                                               PAGE
  NO.                                  DESCRIPTION                                   NUMBER
- -------    -------------------------------------------------------------------   ---------------
                                                                           
10.10      RMI Titanium Company Excess Benefits Plan effective July 18, 1991,
           incorporated by reference to Exhibit 10.11 to the Company's 
           Form 10-K Annual Report for the year ended December 31, 1991.

10.11      Agreement for the supply of titanium sponge between Oregon
           Metallurgical Corporation and RMI Titanium Company dated as of
           February 26, 1992 (without exhibits), incorporated by reference to
           Exhibit 10.12 to the Company's Form 10-K Annual Report for the year
           ended December 31, 1991.+

21         Subsidiaries of the Company.

23.1       Consent of Price Waterhouse.*

24         Powers of Attorney.

27.1       Annual Report of The RMI Employee Savings and Investment
           Plan for the year ended December 31, 1993.*
           
27.2       Annual Report of The RMI Bargaining Unit Employee Savings
           and Investment Plan for the year ended December 31, 1993.*
           
<FN> 
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+ Confidential treatment has been requested.
* Filed herewith, all other exhibits previously filed.