1
                                 Form 10-K/A
                              Amendment No. 1 to
                                Annual Report
                                      on
                                  Form 10-K
                              for the year ended
                              December 31, 1994
                                      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, 1994, so that, as
amended, such Items read as set forth herein.

Index to Exhibits
Exhibit 23.1
Exhibit 99.1
Exhibit 99.2




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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.
 
 3.1       Articles of Incorporation of the Company, as amended March 31,
           1994, incorporated by reference to Exhibit 3.1 to the Company's
           Quarterly Report on Form 10-Q for the quarterly period ended June
           30, 1994.
 
 3.2       Amended Code of Regulations of the Company, incorporated by
           reference to Exhibit 3.2 to the Company's Annual Report on Form
           10-K for the year ended December 31, 1993.
 
 9.1       RMI Voting Trust Agreement, dated as of August 4, 1994, between RMI
           Titanium Company, USX Corporation and Mellon Bank, N.A., as
           Trustee, incorporated by reference to Exhibit 10.1 to the Company's
           Quarterly Report on Form 10-Q for the quarterly period ended June
           30, 1994.

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 Annual Report on Form 10-K 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
           Annual Report on Form 10-K for the year ended December 31, 1990.

10.3       Bank Credit Agreement between Society National Bank, PNC Bank,
           National Association, and NBD Bank, N.A., as Banks, Society
           National Bank as Agent, and RMI Titanium Company dated as of June
           13, 1994, incorporated by reference to Exhibit 10.3 to the
           Company's Registration Statement on Form S-2 No. 33-52341 Amendment
           No. 2.

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.

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.

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 Annual Report on Form
           10-K 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.

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

 
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                                                                                   SEQUENTIAL
EXHIBIT                                                                               PAGE
  NO.                                  DESCRIPTION                                   NUMBER
- -------                                -----------                                   -------
                                                                              
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.

10.10      RMI Titanium Company Excess Benefits Plan effective July 18, 1991,
           incorporated by reference to Exhibit 10.11 to the Company's Annual
           Report on Form 10-K 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 Annual Report on Form 10-K for the
           year ended December 31, 1991.+

21         Subsidiaries of the Company.

23.1       Consent of Price Waterhouse LLP*

24         Powers of Attorney.

99.1       Financial Statements of The RMI Employee Savings and Investment
           Plan for the year ended December 31, 1994.*

99.2       Financial Statements of The RMI Bargaining Unit Employee Savings
           and Investment Plan for the year ended December 31, 1994.*
<FN> 
- ---------
+ Confidential treatment has been requested.
* Filed herewith, all other exhibits previously filed. 



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