SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. _ )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

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(Name of Registrant as Specified In Its Charter)
TITANIUM METALS CORPORATION

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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(3) Per-unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
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/ / Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
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2

[TIMET LOGO]

TITANIUM METALS CORPORATION
1999 BROADWAY, SUITE 4300
DENVER, COLORADO 80202

March 31, 1999

Dear Stockholder:

You are cordially invited to attend the 1999 Annual Meeting of Stockholders of
Titanium Metals Corporation ("TIMET" or the "Company"), which will be held on
Wednesday, May 12, 1999, at 10:00 a.m. (Mountain Time), at the Company's
executive offices located at 1999 Broadway, Suite 4300, Denver, Colorado. In
addition to matters to be acted on at the meeting, which are described in
detail in the attached Notice of Annual Meeting of Stockholders and Proxy
Statement, we will update you on the Company. I hope that you will be able to
attend.

Whether or not you plan to attend the meeting, please complete, date, sign and
return the enclosed proxy card or voting instruction form in the accompanying
envelope so that your shares are represented and voted in accordance with your
wishes. Your vote, whether given by proxy or in person at the meeting, will be
held in confidence by the Inspector of Election for the meeting in accordance
with TIMET's Bylaws.

Sincerely,

J. Landis Martin
Chairman of the Board and
Chief Executive Officer

TITANIUM METALS CORPORATION
1999 BROADWAY, SUITE 4300
DENVER, COLORADO 80202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 1999

To the Stockholders of Titanium Metals Corporation:

NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders (the
"Meeting") of Titanium Metals Corporation, a Delaware corporation ("TIMET" or
the "Company"), will be held on Wednesday, May 12, 1999, at 10:00 a.m.
(Mountain Time), at the Company's executive offices located at 1999 Broadway,
Suite 4300, Denver, Colorado, for the following purposes:

(1) To elect six directors to serve until the 2000 Annual Meeting of
Stockholders and until their successors are duly elected and
qualified; and

(2) To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.

The Board of Directors of the Company set the close of business on March 17,
1999, as the record date (the "Record Date") for the Meeting. Only holders of
TIMET's common stock, $.01 par value per share, at the close of business on the
Record Date, are entitled to notice of, and to vote at, the Meeting. The stock
transfer books of the Company will not be closed following the Record Date. A
complete list of stockholders entitled to vote at the Meeting will be available
for examination during normal business hours by any TIMET stockholder, for
purposes related to the Meeting, for a period of ten days prior to the Meeting,
at TIMET's corporate offices located at 1999 Broadway, Suite 4300, Denver,
Colorado.

You are cordially invited to attend the Meeting. Whether or not you plan to
attend the Meeting in person, please complete, date and sign the accompanying
proxy card or voting instruction form and return it promptly in the enclosed
envelope to ensure that your shares are represented and voted in accordance
with your wishes. You may revoke your proxy by following the procedures set
forth in the accompanying Proxy Statement. If you choose, you may still vote in
person at the Meeting even though you previously submitted your proxy.

In accordance with the Company's Bylaws, your vote, whether given by proxy or
in person at the Meeting, will be held in confidence by the Inspector of
Election for the Meeting.

By order of the Board of Directors,

Robert E. Musgraves
Vice President, General Counsel and Secretary

Denver, Colorado
March 31, 1999

TITANIUM METALS CORPORATION
1999 BROADWAY, SUITE 4300
DENVER, COLORADO 80202

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PROXY STATEMENT

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GENERAL INFORMATION

This Proxy Statement and the accompanying proxy card or voting instruction form
are being furnished in connection with the solicitation of proxies by and on
behalf of the Board of Directors (the "Board of Directors") of Titanium Metals
Corporation, a Delaware corporation ("TIMET" or the "Company"), for use at the
1999 Annual Meeting of Stockholders of the Company to be held on Wednesday, May
12 1999, at 10:00 a.m. (Mountain Time), at the Company's executive offices
located at 1999 Broadway, Suite 4300, Denver, Colorado, and at any adjournment
or postponement thereof (the "Meeting"). This Proxy Statement and the
accompanying proxy card or voting instruction form will first be mailed to the
holders of TIMET's common stock, $.01 par value per share ("TIMET Common
Stock"), on or about April 7, 1999.

PURPOSE OF THE MEETING

Stockholders of the Company represented at the Meeting will consider and vote
upon (i) the election of six directors to serve until the 2000 Annual Meeting
of Stockholders of the Company and until their successors are duly elected and
qualified and (ii) such other business as may properly come before the Meeting.
The Company is not aware of any business to be presented for consideration at
the Meeting other than the election of directors.

VOTING RIGHTS AND QUORUM

The presence, in person or by proxy, of the holders of a majority of the shares
of TIMET Common Stock entitled to vote at the Meeting is necessary to
constitute a quorum for the conduct of business at the Meeting. Shares of TIMET
Common Stock that are voted to abstain from any business coming before the
Meeting and broker/nominee non-votes will be counted as being in attendance at
the Meeting for purposes of determining whether a quorum is present.

At the Meeting, directors of the Company will be elected by a plurality of the
affirmative vote of the outstanding shares of TIMET Common Stock present (in
person or by proxy) and entitled to vote. The accompanying proxy card or voting
instruction form provides space for a stockholder to withhold authority to vote
for any or all nominees for the Board of Directors. Neither shares as to which
authority to vote on the election of directors has been withheld nor
broker/nominee non-votes will be counted as affirmative votes to elect nominees
for the Board of Directors. However, since director nominees need only receive
the vote of a plurality of the shares represented (in person or by proxy) at
the Meeting and entitled to vote, a vote withheld from a particular nominee
will not affect the election of such nominee.

Except as otherwise required by the Company's Restated Certificate of
Incorporation, any other matter that may be submitted to a stockholder vote
will require the affirmative vote of a majority of the shares represented at
the Meeting (in person or by proxy) and entitled to vote. Shares of TIMET
Common Stock that are voted to abstain from any business coming before the
Meeting and broker/nominee non-votes will not be counted as votes for or
against any such other matter.

First Chicago Trust Division of EquiServe ("First Chicago"), the transfer agent
and registrar for TIMET Common Stock, has been appointed by the Board of
Directors to ascertain the number of shares represented, receive proxies and
ballots, tabulate the vote and serve as Inspector of Election at the Meeting.

All proxies and ballots delivered to First Chicago will be kept confidential by
First Chicago in accordance with the Company's Bylaws.

The record date set by the Board of Directors for the determination of
stockholders entitled to notice of, and to vote at, the Meeting is the close of
business on March 17, 1999 (the "Record Date"). Only holders of shares of TIMET
Common Stock at the close of business on the Record Date are entitled to vote
at the Meeting. As of the Record Date, there were 31,369,405 shares of TIMET
Common Stock issued and outstanding, each of which will be entitled to one vote
on each matter that comes before the Meeting.

AS OF THE RECORD DATE, TREMONT CORPORATION ("TREMONT") HELD APPROXIMATELY 39.1%
OF THE OUTSTANDING SHARES OF TIMET COMMON STOCK. TREMONT HAS INDICATED ITS
INTENTION TO HAVE SUCH SHARES REPRESENTED AT THE MEETING AND TO VOTE SUCH
SHARES "FOR" THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR SET FORTH IN THIS
PROXY STATEMENT. IF ALL OF SUCH SHARES ARE VOTED AS INDICATED AND ALL OTHER
OUTSTANDING SHARES OF TIMET COMMON STOCK ARE REPRESENTED AND VOTED AT THE
MEETING, THE ADDITIONAL AFFIRMATIVE VOTE OF 11.0% OR MORE OF THE TIMET COMMON
STOCK ENTITLED TO VOTE WILL ASSURE THE ELECTION OF EACH OF THE DIRECTOR
NOMINEES SET FORTH BELOW. IN ADDITION, ALL OF SUCH NOMINEES FOR DIRECTOR WILL
BE ELECTED IF NO OTHER PERSON RECEIVES THE VOTE OF MORE SHARES THAN THE NUMBER
OF SHARES VOTED BY TREMONT.

PROXY SOLICITATION

This proxy solicitation is being made by and on behalf of the Board of
Directors of the Company. The Company will pay all expenses of this proxy
solicitation, including charges for preparing, printing, assembling and
distributing all materials delivered to stockholders. In addition to
solicitation by mail, directors, officers and regular employees of the Company
may solicit proxies by telephone or personal contact for which such persons
will receive no additional compensation. The Company has retained D.F. King &
Co., Inc. to aid in the distribution of this Proxy Statement, at a cost that
the Company estimates will be approximately $3,000. In addition, upon request,
the Company will reimburse banking institutions, brokerage firms, custodians,
trustees, nominees and fiduciaries for their reasonable out-of-pocket expenses
incurred in distributing proxy materials and voting instructions to the
beneficial owners of TIMET Common Stock held of record by such entities.

All shares of TIMET Common Stock represented by properly executed proxies will,
unless such proxies have previously been revoked, be voted in accordance with
the instruction indicated in such proxies. If no instructions are indicated,
such shares will be voted (a) "FOR" the election of each of the six nominees
set forth below as directors and (b) in the discretion of the proxy holders on
any other matter that may properly come before the Meeting. Each holder of
record of TIMET Common Stock giving the proxy enclosed with this Proxy
Statement may revoke it at any time, prior to the voting thereof at the
Meeting, by (i) delivering to First Chicago a written revocation of the proxy,
(ii) delivering to First Chicago a duly executed proxy bearing a later date, or
(iii) voting in person at the Meeting. Attendance by a stockholder at the
Meeting will not in itself constitute the revocation of a proxy previously
given.

ELECTION OF DIRECTORS

The Bylaws of the Company currently provide that the Board of Directors shall
consist of a minimum of three and a maximum of seventeen persons, as determined
from time to time by the Board of Directors in its discretion. The number of
directors is currently set at six. The six directors elected at the Meeting
will hold office until the 2000 Annual Meeting of Stockholders of the Company
and until their successors are duly elected and qualified.

All of the nominees set forth below are currently directors of the Company
whose term will expire at the Meeting. All nominees have agreed to serve if
elected. If any nominee is not available for election at the Meeting, the proxy
will be voted for an alternate nominee to be selected by the Board of
Directors, unless the stockholder executing such proxy withholds authority to
vote for the election of directors. The Board of Directors believes that all of
its present nominees will be available for election at the Meeting and will
serve if elected.

The Board of Directors recommends a vote "FOR" each of the nominees identified
below.

NOMINEES FOR DIRECTOR

The following information has been provided by the respective nominees for
election to the Board of Directors.

Joseph S. Compofelice, 49, has been Chairman of the Board and Chief Executive
Officer of CompX International Inc. ("CompX"), a manufacturer of ergonomic
computer support systems, precision ball bearing slides and locking systems,
since February 1998. Mr. Compofelice was Vice President and Chief Financial
Officer of TIMET from 1996 until February 1998 and has been a director of TIMET
since 1994 (except for a brief period during 1996). From 1994 until February
1998, he was also Vice President and Chief Financial Officer of Tremont and NL
Industries, Inc. ("NL"), a manufacturer of titanium dioxide pigment. Mr.
Compofelice has also served as a director of NL since 1995. From 1994 until
1998, Mr. Compofelice was Executive Vice President of Valhi, Inc. ("Valhi"),
which is engaged in waste control, in component products through CompX, and in
the titanium dioxide industry through NL. Valhi and other persons and entities
related to Harold C. Simmons hold approximately 53.5% of the outstanding shares
of common stock of Tremont ("Tremont Common Stock"). Valhi and Tremont hold
approximately 58% and 20%, respectively, of the outstanding shares of common
stock of NL ("NL Common Stock"). CompX is a majority owned subsidiary of Valhi.
Valhi, Tremont, NL and CompX may be deemed to be affiliates of TIMET. Mr.
Compofelice serves as chairman of TIMET's Pension and Employee Benefits
Committee and is a member of TIMET's Audit Committee.

Andrew R. Dixey, 49, has been President, Chief Operating Officer and a director
of TIMET since 1996. Prior to this appointment, Mr. Dixey was, from 1995,
Managing Director of IMI Titanium Ltd. ("IMI Titanium"), where he had
responsibility for the titanium interests of IMI Titanium in both Europe and
North America. During 1995, Mr. Dixey was Chief Executive Officer of Helix plc,
which is engaged in the scholastic supplies business, and from 1971 to 1994,
Mr. Dixey held various executive positions in the GKN plc Group of companies,
which are engaged in the manufacture of automobile components. Mr. Dixey is
also a director of Special Metals Corporation.

Edward C. Hutcheson, Jr., 53, has been a director of TIMET since 1996. In 1997,
he became a principal of HWG Capital, LLC ("HWG Capital"), an affiliate of the
Houston-based investment banking firm of Haris Webb & Garrison. HWG Capital
acts as a principal in merchant banking transactions focussing on the area of
industry consolidations. Since 1994, Mr. Hutcheson has served as a director and
was a co-founder of Crown Castle International Corp. ("Crown Castle"), a
leading provider of communication sites and wireless network services. Crown
Castle owns, operates and manages wireless transmission towers and rooftop
sites throughout the U.S. and in international markets. During 1994, Mr.
Hutcheson was involved in private investment activities leading to the creation
of Crown Castle. Mr. Hutcheson also serves on the board of directors of Trico
Marine Services, Inc. and Pinnacle Management & Trust Co. Mr.

Hutcheson serves as chairman of TIMET's Management Development and Compensation
Committee (the "Compensation Committee") and is a member of TIMET's Audit
Committee and its Nominations Committee.

J. Landis Martin, 53, has been Chairman and a director of TIMET since 1987 and
Chief Executive Officer of TIMET since 1995. He also served as President of
TIMET from 1995 to 1996. Mr. Martin has served as Chairman of Tremont since
1990, as Chief Executive Officer and a director of Tremont since 1988 and as
President of Tremont since 1987 (except for a period in 1990). Since 1987, Mr.
Martin has served as President and Chief Executive Officer of NL and, since
1986, as a director of NL. Mr. Martin is also a director of Halliburton Company
and Apartment Investment and Management Company.

Glenn R. Simmons, 71, has been a director of TIMET since February 1999. Mr.
Simmons is Chairman of the Board of Keystone Consolidated Industries, Inc.
("Keystone"), a steel fabricated wire products, industrial wire and carbon
steel rod company. Since prior to 1994, Mr. Simmons has been Vice Chairman of
the Board of Valhi and Contran Corporation ("Contran"), a diversified holding
company that directly and through related entities holds approximately 93% of
the outstanding shares of common stock of Valhi ("Valhi Common Stock") and 47%
of the outstanding shares of common stock of Keystone. Mr. Simmons has been an
executive officer and/or director of various companies related to Valhi and
Contran since 1969. Mr. Simmons is also a director of Tremont, NL and CompX.
Mr. Simmons is a brother of Harold C. Simmons.

General Thomas P. Stafford (retired), 68, has been a director of TIMET since
1996. Gen. Stafford was a co-founder of and has been affiliated with Stafford,
Burke and Hecker, Inc., a Washington-based consulting firm, since 1982. Gen.
Stafford graduated from the United States Naval Academy in 1952. He was
commissioned as an officer in the United States Air Force ("USAF") and attended
the USAF Experimental Flight Test School in 1958. He was selected as an
astronaut in 1962, piloted Gemini VI in 1965 and commanded Gemini IX in 1966.
In 1969, Gen. Stafford was named Chief of the Astronaut Office and was the
Apollo X commander for the first lunar module flight to the moon. He commanded
the Apollo-Soyuz joint mission with the Soviet cosmonauts in 1975. After his
retirement from the USAF in 1979 as Lieutenant General, in which his last
assignment was Deputy Chief of Staff for Research, Development and
Acquisitions, he became Chairman of Gibraltar Exploration Limited, an oil and
gas exploration and production company, and served in that position until 1984,
when he joined General Technical Services, Inc., a consulting firm. In addition
to serving as a director of Tremont, Gen. Stafford is a director of
Allied-Signal Inc., CMI Corporation and Seagate Technologies, Inc. Gen.
Stafford serves as chairman of TIMET's Audit Committee and its Nominations
Committee and is a member of TIMET's Compensation Committee.

For information concerning certain transactions to which certain director
nominees are parties and other matters, see "Certain Relationships and
Transactions" below.

BOARD MEETINGS

The Board of Directors held six meetings in 1998 and took action by written
consent in lieu of a meeting once in 1998. Each of the directors participated
in at least 75% of the total number of such meetings and of the committee
meetings held during the period for committees on which they served.

BOARD COMMITTEES

The Board of Directors has established the following standing committees:

Audit Committee. The principal responsibilities and authority of the Audit
Committee are to review and recommend to the Board of Directors the selection
of the Company's independent auditors, to review with the independent auditors
the scope and results of the annual auditing engagement and the system of
internal accounting controls, and to direct and supervise special audit
inquiries. The current members of the Audit Committee are Gen. Thomas P.
Stafford (Chairman), Joseph S. Compofelice and Edward C. Hutcheson, Jr. The
Audit Committee held two meetings in 1998.

Management Development and Compensation Committee. The principal
responsibilities and authority of the Compensation Committee are to review and
approve certain matters involving executive compensation, including making
recommendations to the Board of Directors regarding certain compensation
matters involving the Chief Executive Officer, to review and approve grants of
stock options, stock appreciation rights and awards of restricted stock under
the Company's incentive plans, except as otherwise delegated by the Board of
Directors, to review and recommend adoption of or revision to compensation
plans and employee benefit programs, to review and recommend compensation
policies and practices and to prepare such compensation committee disclosures
as may be required, to review and recommend any executive employment contract,
and to provide counsel on key personnel selection, organization strategies and
such other matters as the Board of Directors may from time to time direct. The
current members of the Compensation Committee are Edward C. Hutcheson, Jr.
(Chairman) and Gen. Thomas P. Stafford. The Compensation Committee held two
meetings in 1998 and took action by written consent in lieu of a meeting once
in 1998.

Nominations Committee. The principal responsibilities and authority of the
Nominations Committee are to review and make recommendations to the Board of
Directors regarding such matters as the size and composition of the Board of
Directors, criteria for director nominations, director candidates, the term of
office for directors and such other related matters as the Board of Directors
may request from time to time. The current members of the Nominations Committee
are Gen. Thomas P. Stafford (Chairman) and Edward C. Hutcheson, Jr. The
Nominations Committee held one meeting in 1998. In February 1999, the
Nominations Committee reviewed and made its recommendations to the Board of
Directors with respect to the election of directors at the Meeting. The
Nominations Committee will consider recommendations by stockholders of the
Company with respect to the election of directors if such recommendations are
submitted in writing to the Secretary of the Company and received not later
than December 31 of the year prior to the next annual meeting of stockholders.

Pension and Employee Benefits Committee. The Pension and Employee Benefits
Committee (the "Benefits Committee") is established to oversee the
administration of the Company's pension and employee benefit plans other than
the 1996 Long Term Performance Incentive Plan of Titanium Metals Corporation
(the "TIMET Stock Incentive Plan"). The Benefits Committee is currently
composed of Joseph S. Compofelice (Chairman), Leslie P. Lundberg (non-voting
member), and Robert E. Musgraves (non-voting member).
The Benefits Committee held three meetings during 1998.

Members of the standing committees will be appointed at the meeting of the
Board of Directors immediately following the Meeting. The Board of Directors
has previously established, and from time to time may establish, other
committees to assist it in the discharge of its responsibilities.

COMPENSATION OF DIRECTORS

During 1998, directors of the Company who were not employees of the Company
received an annual retainer of $15,000 in cash plus 500 shares of TIMET Common
Stock. In addition, non-employee directors receive an attendance fee of $1,000
per meeting for each meeting of the Board of Directors or, beginning in May
1998, a committee of the Board of Directors, attended in person ($350 for
telephonic participation). Beginning in May 1998, Committee Chairs receive an
additional attendance fee of $1,000 for each committee meeting attended in
person ($350 for telephonic participation). Directors are also reimbursed for
reasonable expenses incurred in attending Board of Directors and committee
meetings. The current non-employee directors are Messrs. Compofelice, Hutcheson
and Simmons and Gen. Stafford.

The Company has adopted a director compensation plan (the "Director
Compensation Plan") pursuant to which each non-employee director was granted in
each of 1996 and 1997 an option to acquire 625 shares of TIMET Common Stock at
$23.00 and $29.50 per share, respectively, and, in 1998, an option to acquire
1,500 shares of TIMET Common Stock at $26.125 per share. Awards of stock
options were made in 1998 to Mr. Hutcheson and Gen. Stafford, the non-employee
directors at that time. In February 1999, the Director Compensation Plan was
modified to increase the number of stock options to be granted annually to
non-employee directors to 5,000 beginning in 1999. Awards for 1999 will be made
on the day of the Annual Meeting.

SECURITY OWNERSHIP

OWNERSHIP OF TIMET COMMON STOCK

The following table and accompanying notes set forth, as of the Record Date,
the beneficial ownership, as defined by the regulations of the Securities and
Exchange Commission (the "Commission"), of TIMET Common Stock held by (a) each
person or group of persons known to TIMET to beneficially own more than 5% of
the outstanding shares of TIMET Common Stock, (b) each director or nominee for
director of TIMET, (c) each executive officer of TIMET listed in the Summary
Compensation Table below who is not a director or nominee for director of TIMET
("Other Named Executive Officers") and (d) all executive officers and directors
of TIMET as a group. See footnote (3) for information concerning individuals
and entities that may be deemed to indirectly beneficially own those shares of
TIMET Common Stock directly beneficially owned by Tremont. All information has
been taken from or is based upon ownership filings made by such persons with
the Commission or upon information provided by such persons to TIMET.

OWNERSHIP OF TIMET COMMON STOCK

TIMET Common Stock
---------------------------------------------------
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership(#)(1) Percent of Class(%)(2)
-------------------------- ----------------------
GREATER THAN 5% STOCKHOLDERS

Tremont Corporation (3)(4) 12,280,005 39.1

Franklin Resources, Inc.,
Templeton Global Advisors
Limited, Charles B. Johnson and
Rupert H. Johnson, Jr. (5) 3,589,000 11.4

ICM Asset Management, Inc. (6) 1,888,943 6.0

Wellington Management
Company, LLP (7) 1,569,600 5.0

DIRECTORS
Joseph S. Compofelice (8)(9) 42,653 --
Andrew R. Dixey (10) 50,325 --
Edward C. Hutcheson, Jr. (11) 5,050 --
J. Landis Martin (8)(12) 103,867 --
Glenn R. Simmons (3) 2,000 --
Gen. Thomas P. Stafford (13) 4,350 --

OTHER NAMED EXECUTIVE OFFICERS
William C. Acton (14) 13,750 --
Robert E. Musgraves (15) 28,000 --
Mark A. Wallace (16) 19,500 --

ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
(15 persons) (8)(9)(10)(11)(12)(13)(14)(15)(16)(17) 326,345 1.0

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

(1) All beneficial ownership is sole and direct unless otherwise noted.

(2) No percent of class is shown for holdings of less than 1%. For
purposes of calculating individual and group percentages, the number
of shares treated as outstanding for each individual includes stock
options exercisable by such individual (or all individuals included in
the group) within 60 days of the Record Date.

(3) As reported in Amendment No. 1 to a Statement on Schedule 13D filed
with the Commission on February 22, 1999, as of the Record Date Valhi,
NL and Valmont Insurance Company ("Valmont") were the holders of
approximately 48.4%, 0.6%, and 0.5%, respectively, of the outstanding
shares of Tremont Common Stock.

Valhi is the holder of 100% of the outstanding common stock of
Valmont. Valhi and Tremont are the holders of approximately 58.1% and
19.7%, respectively, of the outstanding shares of NL Common Stock.
Valhi Group, Inc. ("VGI"), National City Lines, Inc. ("National") and
Contran are the holders of approximately 81.9%, 9.5% and 0.9%,
respectively, of the outstanding shares of Valhi Common Stock.
National, NOA, Inc. ("NOA") and Dixie Holding Company ("Dixie

Holding") are the holders of approximately 73.3%, 11.4% and 15.3%,
respectively, of the outstanding common stock of VGI. Contran and NOA
are the holders of approximately 85.7% and 14.3%, respectively, of the
outstanding common stock of National. Contran and Southwest Louisiana
Land Company, Inc. ("Southwest") are the holders of approximately
49.9% and 50.1%, respectively, of the outstanding common stock of NOA.
Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the holder
of 100% of the outstanding common stock of Dixie Holding. Contran is
the holder of approximately 88.8% and 66.3% of the outstanding common
stock of Southwest and Dixie Rice, respectively. Substantially all of
Contran's outstanding voting stock is held either by trusts
established for the benefit of certain of Harold C. Simmons' children
and grandchildren (the "Simmons Trusts"), of which Harold C. Simmons
is the sole trustee, or by Harold C. Simmons directly. As sole trustee
of the Simmons Trusts, Harold C. Simmons has the power to vote and
direct the disposition of the shares of Contran common stock held by
the Simmons Trusts. However, Mr. Simmons disclaims beneficial
ownership of all such shares, except for those he holds directly.

Valmont and NL directly hold 1,000,000 and 1,186,200 shares,
respectively, of the outstanding shares of Valhi Common Stock.
Pursuant to Delaware law, Valhi treats the shares of Valhi Common
Stock owned by Valmont and NL as treasury stock for voting purposes.
For purposes of this footnote, such shares are not deemed outstanding.

The Combined Master Retirement Trust (the "CMRT") is the holder of
approximately 0.1% of the outstanding shares of Tremont Common Stock
and approximately 0.1% of the outstanding shares of Valhi Common
Stock. The CMRT is 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 related companies. Harold C.
Simmons is the sole trustee of the CMRT and a member of the trust
investment committee for the CMRT. The trustee and members of the
trust investment committee for the CMRT are selected by Valhi's Board
of Directors. Harold C. Simmons and Glenn R. Simmons are each members
of Valhi's Board of Directors and are participants in one or more of
the employee benefit plans that invest through the CMRT. However, each
such person disclaims beneficial ownership of the Valhi Common Stock
and Tremont Common Stock held by the CMRT, except to the extent of his
individual, vested, beneficial interest in the CMRT.

The Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2")
directly holds approximately 0.2% of the outstanding shares of Valhi
Common Stock. Boston Safe Deposit and Trust Company serves as trustee
of the CDCT No. 2. Contran established the CDCT No. 2 as an
irrevocable "rabbi trust" to assist Contran in meeting certain
deferred compensation obligations that it owes to Harold C. Simmons.
If the assets of the CDCT No. 2 are insufficient to satisfy such
obligations, Contran is obligated to satisfy the balance of such
obligations as they come due. Pursuant to the terms of the CDCT No. 2,
Contran (i) retains the sole power to vote the shares held by the CDCT
No. 2, (ii) retains dispositive power over such shares, and (iii) may
be deemed the indirect beneficial owner of such shares. However, Mr.
Simmons disclaims beneficial ownership of the shares held by the CDCT
No. 2, except to the extent of his interest as a beneficiary of the
CDCT No. 2.

Mr. Simmons' spouse holds approximately 0.1% of the outstanding shares
of Tremont Common Stock, with respect to which shares Mr. Simmons
disclaims beneficial ownership.

The Harold Simmons Foundation, Inc. (the "Foundation") directly holds
approximately 3.9% of the outstanding shares of Tremont Common Stock
and 0.5% of the outstanding shares of Valhi Common Stock. The
Foundation is a tax-exempt foundation organized for charitable
purposes. Harold C. Simmons is Chairman of the Board and Chief
Executive Officer of the Foundation and may be deemed to control the
Foundation. Mr. Simmons disclaims beneficial ownership of all such
shares held by the Foundation.

Harold C. Simmons is Chairman of the Board of NL, Chairman of the
Board and Chief Executive Officer of Valhi, Contran, Dixie Rice,
Southwest, Dixie Holding, NOA, National and VGI, and a director of
Tremont. By virtue of holding such offices, the stock ownership and
his service as trustee, all as described above, (a) Mr. Simmons may be
deemed to control these entities, and (b) Mr. Simmons and certain of
such entities may be deemed to possess indirect beneficial ownership
of the TIMET Common Stock, Tremont Common Stock, Valhi Common Stock
and NL Common Stock directly held by certain of such entities.
However, Mr. Simmons disclaims beneficial ownership of the shares of
TIMET Common Stock, Tremont Common Stock, Valhi Common Stock and NL
Common Stock beneficially owned, directly and indirectly, by all of
such entities, except to the extent otherwise expressly indicated
above.

(4) The address of Tremont Corporation is 1999 Broadway, Suite 4300,
Denver, Colorado 80202.

(5) As reported in a Statement on Schedule 13G filed with the Commission
on February 4, 1999. The address of Franklin Resources, Inc., Charles
B. Johnson and Rupert H. Johnson, Jr. is 777 Mariners Island Blvd.,
San Diego, California 94404. The address of Templeton Global Advisors
Limited is Lyford Cay, P.O. Box N-7759, Nassau, Bahamas.

(6) As reported in a Statement on Schedule 13G filed with the Commission
on February 9, 1999. The address of ICM Asset Management, Inc. is 601
W. Main Avenue, Suite 600, Spokane, Washington 99201.

(7) As reported in a Statement on Schedule 13G filed with the Commission
on February 18, 1999. The address of Wellington Management Company,
LLP is 75 State Street, Boston, Massachusetts 02109.

(8) J. Landis Martin and Joseph S. Compofelice are the holders of 3,000
and 2,000, respectively, of the 6-5/8% Convertible Preferred
Securities, Beneficial Unsecured Convertible Securities (the "TIMET
Trust Securities") of the TIMET Capital Trust I. See "Ownership of
TIMET Trust Securities" below. Such TIMET Trust Securities are
convertible into 4,017 and 2,678 shares of TIMET Common Stock,
respectively, which amounts are included in the TIMET Common Stock
ownership numbers shown for Mr. Martin and Mr. Compofelice. No other
director, nominee for director or executive officer of TIMET is known
to hold any TIMET Trust Securities.

(9) The shares of TIMET Common Stock shown as beneficially owned by Joseph
S. Compofelice are held by Mr. Compofelice and his wife as joint
tenants. The shares of TIMET Common Stock shown as beneficially owned
by Mr. Compofelice include 19,800 shares that Mr. Compofelice has the
right to acquire by the exercise of stock options within 60 days of
the Record Date under the TIMET Stock Incentive Plan.

(10) The shares of TIMET Common Stock shown as beneficially owned by Andrew
R. Dixey include 32,400 shares that Mr. Dixey has the right to acquire
by the exercise of stock options within 60 days of the Record Date
under the TIMET Stock Incentive Plan.

(11) The shares of TIMET Common Stock shown as beneficially owned by Edward
C. Hutcheson, Jr. include 2,750 shares that Mr. Hutcheson has the
right to acquire by the exercise of stock options within 60 days of
the Record Date under the Director Compensation Plan.

(12) The shares of TIMET Common Stock shown as beneficially owned by J.
Landis Martin include (i) 400 shares held by Mr. Martin's daughters,
beneficial ownership of which is disclaimed by Mr. Martin, and (ii)
45,600 shares that Mr. Martin has the right to acquire by the exercise
of stock options within 60 days of the Record Date under the TIMET
Stock Incentive Plan.

(13) The shares of TIMET Common Stock shown as beneficially owned by Gen.
Thomas P. Stafford include 2,750 shares that Gen. Stafford has the
right to acquire by the exercise of stock options within 60 days of
Record Date under the Director Compensation Plan.

(14) William C. Acton resigned as an executive officer of TIMET effective
March 5, 1999. The shares of TIMET Common Stock shown as beneficially
owned by Mr. Acton include 10,000 shares that Mr. Acton has the right
to acquire by the exercise of stock options within 60 days of the
Record Date under the TIMET Stock Incentive Plan.

(15) The shares of TIMET Common Stock shown as beneficially owned by Robert
E. Musgraves include (i) 1,000 shares held by Mr. Musgraves and his
wife as joint tenants, (ii) 900 shares held by other members of Mr.
Musgraves' household, beneficial ownership of which is disclaimed by
Mr. Musgraves, and (iii) 13,200 shares that Mr. Musgraves has the
right to acquire by the exercise of stock options within 60 days of
the Record Date under the TIMET Stock Incentive Plan.

(16) The shares of TIMET Common Stock shown as beneficially owned by Mark
A. Wallace include 12,000 shares that Mr. Wallace has the right to
acquire by the exercise of stock options within 60 days of the Record
Date under the TIMET Stock Incentive Plan.

(17) The shares of TIMET Common Stock shown as beneficially owned by all
directors and executive officers as a group include 166,500 shares
that members of this group have the right to acquire by the exercise
of stock options within 60 days of the Record Date under the TIMET
Stock Incentive Plan or the TIMET Director Compensation Plan.

TIMET understands that Tremont and related entities may consider acquiring or
disposing of shares of TIMET Common Stock through open-market or privately
negotiated transactions, depending upon future developments, including, but not
limited to, the availability and alternative uses of funds, the performance of
TIMET Common Stock in the market, an assessment of the business of and
prospects for TIMET, financial and stock market conditions and other factors.
TIMET may similarly consider such acquisitions of shares of TIMET Common Stock
and acquisition or disposition of securities issued by related parties. TIMET
does not, and understands that Tremont also does not, presently intend to
engage in any transaction or series of transactions that would result in the
TIMET Common Stock's becoming eligible for termination of registration under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") or ceasing
to be traded on a national securities exchange.

OWNERSHIP OF TREMONT COMMON STOCK

By virtue of the share ownership described above, for purposes of the
Commission's regulations, Tremont may be deemed to be the parent of TIMET. The
following table and accompanying notes set forth the beneficial ownership, as
of the Record Date, of Tremont Common Stock held by (i) each director or
nominee for director of TIMET, (ii) each Other Named Executive Officer and
(iii) all directors and executive officers of TIMET as a group. Except as set
forth below and under the heading "Ownership of TIMET Trust Securities" below,
no securities of TIMET's subsidiaries or less than majority owned affiliates
are beneficially owned by any director, nominee for director or executive
officer of TIMET. All information has been taken from or is based upon,
ownership filings made by such persons with the Commission or upon information
provided by such persons to TIMET or Tremont.

OWNERSHIP OF TREMONT COMMON STOCK

Tremont Common Stock
-------------------------------------------
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership(#)(1) Class(%)(2)
-------------------------- -----------
DIRECTORS

Joseph S. Compofelice (3) 5,000 --
Andrew R. Dixey -0- --
Edward C. Hutcheson, Jr -0- --
J. Landis Martin (4) 210,421 3.3
Glenn R. Simmons (5) 534 --
Gen. Thomas P. Stafford (6) 3,000 --

OTHER NAMED EXECUTIVE OFFICERS
William C. Acton -0- --
Robert E. Musgraves (7) 23,010 --
Mark A. Wallace 327 --

ALL DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP (15 persons) (3)(4)(5)(6)(7)(8) 265,181 4.2

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

(1) All beneficial ownership is sole and direct unless otherwise noted.

(3) The shares of Tremont Common Stock shown as beneficially owned by
Joseph S. Compofelice include 5,000 shares that Mr. Compofelice has
the right to acquire by exercise of stock options within 60 days of
the Record Date under the Tremont Stock Incentive Plan.

(4) The shares of Tremont Common Stock shown as beneficially owned by J.
Landis Martin include: (a)(i) 60,000 shares that Mr. Martin has the
right to acquire by exercise of stock options within 60 days of the
Record Date under the Tremont 1988 Long Term Performance Incentive
Plan (the "Tremont Stock Incentive Plan"), and (ii) 513 shares held
for the benefit of Mr. Martin under the Savings Plan for Employees of
NL. Such shares also include (b)(ii) 1,800 shares held by Mr. Martin's
wife, (ii) 2,400 shares held by the Martin's Children Trust No. II of
which Mr. Martin is trustee, and (iii) 100 shares held by one of Mr.
Martin's daughters, with respect to all of which shares beneficial
ownership is disclaimed by Mr. Martin.

(5) The shares of Tremont Common Stock shown as beneficially owned by
Glenn R. Simmons represent shares held by Mr. Simmons' individual
retirement account.

(6) The shares of Tremont Common Stock shown as beneficially owned by Gen.
Thomas P. Stafford include 3,000 shares that Gen. Stafford has the
right to acquire by the exercise of stock options within 60 days of
the Record Date under the Tremont Corporation 1992 Non-Employee
Director Stock Option Plan ("Tremont Director Plan").

(7) The shares of Tremont Common Stock shown as beneficially owned by
Robert E. Musgraves include (i) 23,000 shares that Mr. Musgraves has
the right to acquire by the exercise of stock options within 60 days
of the Record Date under the Tremont Stock Incentive Plan, and (ii) 10
shares held by a member of his household, beneficial ownership of
which is disclaimed by Mr. Musgraves.

(8) The shares of Tremont Common Stock shown as beneficially owned by all
directors and executive officers as a group include 110,000 shares
that members of this group have the right to acquire by the exercise
of stock options within 60 days of the Record Date under the Tremont
Stock Incentive Plan or the Tremont Director Plan.

OWNERSHIP OF TIMET TRUST SECURITIES

The TIMET Capital Trust I (the "TIMET Trust") is a statutory business trust
formed under the laws of the State of Delaware, all of whose common securities
are owned by TIMET. The TIMET Trust Securities represent undivided beneficial
interests in the TIMET Trust. The TIMET Trust exists for the sole purpose of
issuing the TIMET Trust Securities and investing in an equivalent amount of
6-5/8% Convertible Junior Subordinated Debentures due 2026 (the "Debentures")
of TIMET. The TIMET Trust Securities are convertible, at the option of the
holder thereof, into an aggregate of approximately 5.4 million shares of TIMET
Common Stock at a conversion rate of 1.339 shares of TIMET Common Stock for
each TIMET Trust Security. TIMET has, in effect, fully and unconditionally
guaranteed repayment of all amounts due on the TIMET Trust Securities.

The TIMET Trust Securities were issued pursuant to an offering exempt from
registration under the Securities Act of 1933, as amended (the "Securities
Act"). Pursuant to an agreement with the original purchasers of the TIMET Trust
Securities, TIMET has filed a registration statement (the "BUCS Registration
Statement") under the Securities Act to register, among other things, the TIMET
Trust Securities, the Debentures, the TIMET Common Stock issuable upon the
conversion of the TIMET Trust Securities, and certain other shares of TIMET
Common Stock that are held by, or may be acquired by, Tremont. See "Certain
Relationships and Transactions--Contractual Relationships--Registration Rights"
below. Except as set forth in footnote (8) to the table under the heading
"Ownership of TIMET Common Stock" above, no director, nominee for director or
executive officer of TIMET is known to hold any TIMET Trust Securities.

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION OF EXECUTIVE OFFICERS

The following table and accompanying notes set forth certain information
regarding the compensation paid by TIMET to (i) TIMET's Chief Executive Officer
and (ii) TIMET's four other most highly compensated executive officers, in each
case for services rendered during each of the fiscal years 1996, 1997 and 1998
(regardless of the year in which actually paid).

SUMMARY COMPENSATION TABLE (1)(2)

Long-Term
Compensation
------------
Awards
------
Annual Compensation Securities All Other
Name and Principal ------------------------- Underlying Compen-
Position Year Salary($) Bonus(3)(4)($) Options (#) sation(5)($)
---- --------- -------------- ----------- ------------

J. Landis Martin 1998 500,000 265,000 75,000 14,560
Chairman of the 1997 500,000 565,000 60,000 19,827
Board and Chief 1996 225,000 940,331 54,000 15,150
Executive Officer (6)

Andrew R. Dixey 1998 300,000 159,000 36,000 67,504
President and Chief 1997 300,000 339,000 36,000 59,533
Operating Officer (7) 1996 218,750 636,415 45,000 86,600

William C. Acton 1998 200,000 80,000 9,000 13,262
Vice President; 1996 164,700 183,120 25,000 7,061
President-North 1998 175,000 84,000 15,000 13,108
American Mill
Operations (8)

Robert E. Musgraves 1997 200,000 106,726 -0- 11,339
Vice President, 1997 160,000 107,600 15,000 13,185
General Counsel and 1996 160,000 277,092 18,000 13,838
Secretary

Mark A. Wallace 1998 150,000 72,000 15,000 10,093
Vice President- 1997 150,000 98,750 12,000 11,575
Strategic Change & 1996 135,000 246,992 18,000 11,833
Information
Technology

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

(1) Columns required by the regulations of the Commission that would
contain no entries have been omitted.

(2) J. Landis Martin, TIMET's Chairman and Chief Executive Officer, J.
Thomas Montgomery, Jr., TIMET's Vice President-Finance and Treasurer,
and Robert E. Musgraves, TIMET's Vice President, General Counsel and
Secretary, also currently serve as executive officers of Tremont. In
addition, for a portion of 1997, Mark A. Wallace, TIMET's Vice
President-Strategic Change and Information Technology, also served as
an officer of Tremont.

The amounts shown as salary and bonus for Messrs. Martin, Musgraves
and Wallace represent the full amount paid by TIMET for services
rendered by such persons on behalf of TIMET and Tremont during 1996,
1997 and 1998. Pursuant to an intercorporate services agreement, in
1996, 1997 and 1998, Tremont reimbursed TIMET for approximately 20%,
10% and 10%, respectively, of the TIMET salary and regular bonus of
each of Messrs. Martin and Musgraves, and for 1996 through May 1997,
Mr. Wallace (plus, in each case, a proportionate share of applicable
estimated fringe benefits and overhead expense for each) as follows:

Year Martin Musgraves Wallace
- ---- -------- --------- --------

1998 $ 91,800 $ 31,080 -0-
1997 $128,000 $ 31,872 $ 10,000
1996 $120,000 $ 72,674 $ 60,000

TIMET expects that Mr. Martin and Mr. Musgraves will each devote
approximately 10% of his total TIMET/Tremont time during 1999 to
Tremont matters. Accordingly, it is anticipated that Tremont will
reimburse TIMET for such proportionate percentage of the 1999 salary
and regular bonus paid by TIMET to such individuals (plus a
proportionate share of applicable estimated fringe benefits and
overhead expense for each) pursuant to an intercorporate services
agreement. See "Certain Relationships and Related
Transactions--Contractual Relationships--Tremont Intercorporate
Services Agreement" below.

(3) Under TIMET's variable incentive compensation plan applicable to Mr.
Acton, Mr. Musgraves and Mr. Wallace (the "Employee Cash Incentive
Plan"), a portion of the compensation payable to such individuals
under the plan is based upon TIMET's financial performance, while the
balance is based on the assessed performance of the individual
officer.

Mr. Acton's participation in the Employee Cash Incentive Plan
commenced in June 1997. For 1996 and a portion of 1997, Mr. Acton's
bonus was determined under a separate plan maintained by TIMET's
subsidiary, Titanium Hearth Technologies, Inc. ("THT"). Payments under
the THT plan were based upon a comparison of that unit's operating
performance against business plan. For 1997, Mr. Acton's bonus
included a prorated portion of his bonus under the THT plan ($29,770)
and a prorated portion of his bonus under the Employee Cash Incentive
Plan ($76,956).

Mr. Martin and Mr. Dixey participate in TIMET's Senior Executive Cash
Incentive Plan (the "Senior Executive Cash Incentive Plan"). Such plan
provides for payments based solely upon TIMET's financial performance.
Participation in this plan is in lieu of participation in the Employee
Cash Incentive Plan.

Except as noted in footnotes (4) and (6) below, the amounts shown in
the "Bonus" column represent amounts paid under the Employee Cash
Incentive Plan or the Senior Executive Cash Incentive Plan, as
applicable to such individual.

(4) In 1996, in connection with TIMET's acquisition of IMI Titanium, TIMET
made special cash and stock bonus (the "Management Shares") awards to
certain of its executive officers. Applying the fair value of TIMET
Common Stock at the effective date of grant of the Management Shares,
aggregate cash and stock awards totaling $667,831, $333,915, $136,292
and $136,292 were made to Messrs. Martin, Dixey, Musgraves and
Wallace, respectively. Such amounts are included in the "Bonus" column
for each of such individuals for 1996.

(5) Except with respect to Mr. Dixey, "All Other Compensation" amounts
represent (i) matching contributions made or accrued by TIMET pursuant
to the savings feature of TIMET's Retirement Savings Plan, (ii)
retirement contributions made or accrued by TIMET pursuant to the
Retirement Savings Plan, and (iii) life insurance premiums paid by
TIMET, as follows:

Year Martin Acton Musgraves Wallace
---- ------ ----- --------- -------

Savings 1998 6,400 6,441 6,400 4,501
Match ($) 1997 11,667 5,222 6,477 5,983
1996 7,500 1,125 7,500 6,717

Retirement 1998 8,160 5,248 5,920 4,800
Contribution($) 1997 8,160 4,800 5,920 4,800
1996 7,650 4,299 5,550 4,500

Life 1998 -0- 1,573 788 792
Insurance ($) 1997 -0- 1,317 788 792
1996 -0- 1,637 788 616

For Mr. Dixey, "All Other Compensation" represents the amount
contributed or accrued by TIMET's wholly owned subsidiary, TIMET UK,
Ltd. ("TIMET UK"), with respect to Mr. Dixey's TIMET UK pension and
supplemental pension plans. See "Pension Plans" below.

(6) The amount shown as "Bonus" for Mr. Martin for 1996 does not include a
special bonus of $2 million awarded by Tremont in 1996. Of this
amount, $955,000 was paid by Tremont to Mr. Martin in 1996, $900,000
was paid in 1997, and the balance was paid in 1998 (with interest on
the unpaid balances in 1997 and 1998 at 8.75% per annum). Mr. Martin
also served as an officer of NL during 1996-1998 and was compensated
directly by NL for such services.

(7) The amounts shown for 1996, 1997 and 1998 represent amounts paid or
accrued either by TIMET or TIMET UK. The portion of Mr. Dixey's
compensation paid by TIMET UK was paid in British Pounds Sterling. The
exchange rate used was (pound)1 = $1.62 for 1996, (pound)1 = $1.64 for
1997 and (pound)1 = $1.66 for 1998.

(8) Mr. Acton's services as an executive officer of TIMET commenced in
December 1996. Consequently, the amounts shown for 1996 represent
payments by THT (and its predecessor, Axel Johnson Metals, Inc.),
which became a wholly-owned subsidiary of TIMET in October 1996.

PENSION PLANS

The TIMET UK Limited Pension Plan (the "TIMET UK Pension Plan") covers
substantially all of TIMET UK's senior salaried employees. Such employees
generally became eligible to receive a retirement benefit under such plan after
completion of two years of service. Benefits under the TIMET UK Pension Plan
are generally formulated on the basis of a straight-line annuity based upon the
number of years of pensionable service credited to the participant, up to a
maximum of 32 years, divided by 48 years and multiplied by the final
pensionable pay of the participant after deducting a basic state pension
offset. Final pensionable pay is calculated using the average pay during the
three years of employment in which the individual's pay was the highest.

The following table lists annual benefits under the TIMET UK Pension Plan for
the pensionable pay and years of pensionable service set forth below:

Years of Pensionable Service
-------------------------------------------------------
15 20 25 30 35
------ ------ ------ ------ ------

Final Pensionable Pay ((pound))
(maximum of(pound)82,200) 41,100 54,800 54,800 54,800 54,800

Final pensionable pay pursuant to the TIMET UK Pension Plan is capped at
(pound)82,200. Andrew R. Dixey is the only executive named in the Summary
Compensation Table who participates in the TIMET UK Pension Plan. Since Mr.
Dixey's compensation exceeds the earnings cap under the TIMET UK Pension Plan,
his pensionable pay under the TIMET UK Pension Plan is equal to the earnings
cap. As of December 31, 1998, Mr. Dixey was credited with approximately three
years of pensionable service under the TIMET UK Pension Plan.

In addition to the TIMET UK Pension Plan, Mr. Dixey participates in a
supplemental pension plan through TIMET UK. The TIMET UK supplemental plan
requires monthly contributions by TIMET UK of 1/12 of 20% of that portion of
Mr. Dixey's basic monthly salary that exceeds the TIMET UK Pension Plan
earnings cap and 20% of that portion of Mr. Dixey's bonus paid during such
month that exceeds the earnings cap. Upon Mr. Dixey's retirement, TIMET UK's
contributions to the plan are required to be paid to Mr. Dixey.

STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table and accompanying notes provide information, with respect to
the executive officers of TIMET named in the "Summary Compensation Table"
above, concerning the grant of stock options under the TIMET Stock Incentive
Plan during fiscal year 1998. No stock appreciation rights ("SARs") have been
granted under the TIMET Stock Incentive Plan.

STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR

Potential Realizable
Number of Percent of Value at Assumed
Securities Total Options Annual Rates of Stock
Underlying Granted to Exercise Price Appreciation
Date of Options Employees in Price Expiration for Option Term($)(3)
Name Grant Granted(#)(1) Fiscal Year(%) ($/share)(2) Date 5% 10%
------- ------------- -------------- ------------ ---------- -----------------------

J. Landis 2/19/98 25,000 29.3125 2/19/2008 460,938 1,167,938
Martin 2/19/98 25,000 32.3125 2/19/2008 385,938 1,092,938
2/19/98 25,000 16.4 35.3125 2/19/2008 310,938 1,017,938

Andrew R. 2/19/98 12,000 29.3125 2/19/2008 221,250 560,610
Dixey 2/19/98 12,000 32.3125 2/19/2008 185,250 524,610
2/19/98 12,000 8.0 35.3125 2/19/2008 149,250 488,610

William A. 2/19/98 3,000 29.3125 2/19/2008 55,313 140,153
Acton 2/19/98 3,000 32.3125 2/19/2008 46,313 131,153
2/19/98 3,000 2.0 35.3125 2/19/2008 37,313 122,153

Robert E. 2/19/98 5,000 29.3125 2/19/2008 92,188 233,588
Musgraves 2/19/98 5,000 32.3125 2/19/2008 77,188 218,588
2/19/98 5,000 3.3 35.3125 2/19/2008 62,188 203,588

Mark A. 2/19/98 5,000 29.3125 2/19/2008 92,188 233,588
Wallace 2/19/98 5,000 32.3125 2/19/2008 77,188 218,588
2/19/98 5,000 3.3 35.3125 2/19/2008 62,188 203,588

(1) Options become exercisable 40% on the second anniversary of the date
of grant and 20% on each of the third, fourth, and fifth anniversaries
of such date.

(2) The exercise price of $29.3125 per share represents the "fair market
value" of TIMET Common Stock on the grant date (the "Grant Date FMV"),
calculated as the mean of the highest and lowest sales prices on such
date. The exercise prices of $32.3125 and $35.3125 per share represent
the Grant Date FMV plus $3.00 and $6.00 per share, respectively.

(3) Pursuant to the rules of the Commission, these amounts reflect the
calculations at assumed 5% and 10% appreciation rates from the Grant
Date FMV. Such calculations are not intended to forecast future
appreciation, if any, and do not necessarily reflect the actual value,
if any, that may be realized. The actual value of such options, if
any, would be realized only upon the exercise of such options and will
depend upon the actual future performance of TIMET Common Stock. No
assurance can be made that the amounts reflected in these columns will
be achieved. The potential realizable value was computed as the
difference between the appreciated value (at the end of the ten-year
term of the options) of TIMET Common Stock into which the identified
stock options are exercisable and the aggregate exercise price of such
options. The appreciated value per share at the end of the ten-year
term would be $47.75 and $76.03 at the assumed 5% and 10% appreciation
rates, respectively.

STOCK OPTION EXERCISES AND HOLDINGS

Prior to 1996, the executive officers of TIMET were granted stock options
pursuant to the Tremont Stock Incentive Plan, and, since 1996, have been
granted stock options pursuant to the TIMET Stock Incentive Plan. The following
table and accompanying notes provide information, with respect to the executive
officers of TIMET listed in the Summary Compensation Table above, concerning
the exercise of TIMET and Tremont stock options during the last fiscal year and
the value of unexercised TIMET and Tremont stock options held as of December
31, 1998. Neither Mr. Dixey nor Mr. Acton holds any Tremont stock options. No
SARs have been granted under the TIMET Stock Incentive Plan or the Tremont
Stock Incentive Plan. TIMET has previously agreed to reimburse Tremont for the
difference between the market price of Tremont Common Stock on the date of
exercise of a Tremont stock option held by a TIMET employee (up to $16.625 per
share) and the exercise price of such option. See also "Certain Relationships
and Transactions--Contractual Relationships--Option Reimbursement Agreement"
below.

AGGREGATED OPTION EXERCISES IN 1998 AND 12/31/98 OPTION VALUES

Value of
Number of Securities Unexercised,
Underlying In-the-Money
Unexercised Options Options at 12/31/98
Shares at 12/31/98 (#) ($)
Acquired on Value (Exercisable/ (Exercisable/
Name Exercise (#) Realized($) Unexercisable) Unexercisable)
------------ ----------- -------------- --------------

TIMET
- -----
William C. Acton -0- -0- 10,000/24,000 -0-/-0-
Andrew R. Dixey -0- -0- 18,000/99,000 -0-/-0-
J. Landis Martin -0- -0- 21,600/167,400 -0-/-0-
Robert E. Musgraves -0- -0- 7,200/40,800 -0-/-0-
Mark A. Wallace -0- -0- 7,200/37,800 -0-/-0-

TREMONT
- -------
J. Landis Martin 27,500 1,212,031 48,000/12,000 1,134,000/283,500
Robert E. Musgraves -0- -0- 21,000/2,000 462,688/50,250
Mark A. Wallace 3,000 150,625 -0-/2,000 -0-/50,250

AGREEMENTS WITH EXECUTIVES

In connection with the employment of Andrew R. Dixey by TIMET in February 1996,
TIMET entered into an agreement with Mr. Dixey that provides, among other
things, that Mr. Dixey's employment may be terminated by TIMET at any time. In
the event that such termination is "without cause" (as defined in the
agreement), TIMET has agreed to pay Mr. Dixey one year's base salary upon
termination.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of TIMET's Board of Directors presents the following
report on executive compensation.

The Compensation Committee is composed of directors who are neither officers
nor employees of TIMET, its subsidiaries or affiliates and who are not eligible
to participate in any of the employee benefit plans administered by it. The
Compensation Committee reviews and recommends compensation policies and is
responsible for approving all compensation paid directly by TIMET to TIMET's
executive officers other than base salary of the Chief Executive Officer (the
"CEO"). Any action regarding the base salary of the CEO is reviewed and
approved by the Board after recommendation by the Compensation Committee.

COMPENSATION PROGRAM OBJECTIVES

The Compensation Committee believes that TIMET's primary goal is to increase
stockholder value, as measured by dividends paid on and appreciation in the
value of TIMET's equity securities. It is the Compensation Committee's policy
that compensation programs be designed to attract, retain, motivate and reward
employees, including executive officers, who can lead TIMET in accomplishing
this goal. It is also the Compensation Committee's policy that compensation
programs maintain a strong risk/reward ratio, with a large component of cash
compensation being tied to TIMET's financial results, creating a
performance-oriented environment that rewards employees for achieving pre-set
financial performance levels and increasing stockholder value, thereby
contributing to the long-term success of TIMET.

During 1998, TIMET's compensation program with respect to its executive
officers, including the CEO, consisted of three primary components: base
salary, variable compensation based upon Company and, in certain cases,
individual performance, and non-cash incentive compensation in the form of
stock options granted under the TIMET Stock Incentive Plan.

BASE SALARIES

The Compensation Committee, in consultation with the CEO, reviews base salaries
for the executive officers other than the CEO generally no more frequently than
annually. The CEO's recommendation and the Compensation Committee's actions in
1998 regarding base salaries were based primarily upon a subjective evaluation
of past and potential future individual performance and contributions, changes
in individual responsibilities, and alternative opportunities that might be
available to the executives in question. Also reviewed was compensation data
from companies employing executives in positions similar to those whose
salaries were being reviewed, as well as market conditions for executives in
general with similar skills, background and performance, both inside and
outside of the metals industry (such companies included companies contained in
the peer group index plotted on the Performance Graph following this report),
and other companies with similar financial and business characteristics as
TIMET, or where the executive in question has similar responsibilities.

Effective January 1, 1998, based upon the foregoing principles and the
recommendation of the CEO, the Compensation Committee approved base salary
increases for three of TIMET's executives, including an increase for Mr.
Musgraves reflected in the "Summary Compensation Table" above.

CASH INCENTIVE PLANS

Awards under TIMET's Employee Cash Incentive Plan represent a significant
portion of the potential annual cash compensation to employees of TIMET (from
0% to 54% of base salary for 1998, depending upon the position held by such
employee) and consist of a combination of awards based on the financial
performance of TIMET and, in some cases, on individual performance. All of
TIMET's executive officers, other than Mr. Martin and Mr. Dixey, were eligible
to receive benefits under the Employee Cash Incentive Plan for 1998.

Potential awards under the Employee Cash Incentive Plan attributable solely to
the performance of TIMET in 1998 were based on TIMET's achieving certain
pre-set return on equity (ROE) goals, which TIMET believes should increase
stockholder value over time if they are met. Performance levels are tied to
TIMET's corporate-wide ROE as follows:

ROE Performance Level
--------------------------------------------

less than 3% --
3%-6% A
6%-12% B
12%-24% C
over 24% D

In 1998, TIMET achieved a 10.6% return on equity, as calculated under the
Employee Cash Incentive Plan, resulting in a Company-performance based payout
at the B level. Payments made to participating Other Named Executive Officers
under this portion of the Employee Cash Incentive Plan for services rendered in
1998 are included under the "Bonus" column of the "Summary Compensation Table"
above.

An individual performance award may be made to a TIMET executive under the
Employee Cash Incentive Plan if such executive's performance objectives were
met during the prior fiscal year. Payments made to participating Other Named
Executive Officers under this portion of the Employee Cash Incentive Plan for
services rendered in 1996-1998 are included in the "Bonus" column of the
"Summary Compensation Table" above.

In 1996, the Board established the Senior Executive Cash Incentive Plan, which
was approved by TIMET's stockholders in 1997. This plan is currently applicable
to Mr. Martin and Mr. Dixey. The Senior Executive Cash Inventive Plan provides
for payments based solely upon Company performance ranging between 0% of base
salary for corporate returns on equity of less than 10% up to 150% of base
salary for corporate returns on equity of 30% or greater. Payments made to Mr.
Martin and Mr. Dixey based upon TIMET's return on equity of 10.6% for 1998 are
included under the "Bonus" column of the "Summary Compensation Table" above.

Apart from the foregoing plans, the Compensation Committee or the Board may
from time to time award other bonuses as the Compensation Committee or Board
deems appropriate under their general authority or under a separate
discretionary plan.

STOCK-BASED COMPENSATION

The TIMET Stock Incentive Plan supports the goal of the Compensation Committee
to maximize long-term stockholder value by providing for stock-based
compensation, the value of which is directly related to increases in
stockholder value. Stock option grants, in particular, are considered a
significant element of TIMET's total compensation package for the CEO and the
other executive officers of TIMET. The Compensation Committee believes that
compensation linked to stock price performance helps focus the executives'
attention on management of TIMET from the stockholders' perspective.

Option grants are intended to provide incentives to increase stockholder value
in the future and to reward past performance by the executive. In 1998, the
Compensation Committee reviewed recommendations by the CEO regarding option
grants to executive officers. Options are granted to executive officers,
including

the CEO, in the Compensation Committee's discretion based on a subjective
evaluation regarding each executive's performance and responsibilities. Grants
made in 1998 to Other Named Executive Officers are reported in the "Stock
Option/SAR Grants in Last Fiscal Year" table above.

To help assure a focus on long-term creation of stockholder value, the
Compensation Committee generally grants ten-year options, that vest 40%, 20%,
20% and 20% on the second, third, fourth and fifth anniversary dates of the
date of grant, respectively. In 1998, the Compensation Committee granted
options to executive officers in three exercise price tranches. One-third of
such options granted in 1998 are exercisable at the fair market value of the
TIMET Common Stock on the date of grant. The remaining two-thirds of the
options are exercisable at levels that are above the market price on the date
of grant. The purpose of setting a portion of the option exercise price at
above market levels is to assure that the options will not have value unless a
certain minimum return is achieved for shares. See the "Stock Option/SAR Grants
During Last Fiscal Year" table above. Although permitted under the TIMET Stock
Incentive Plan, the Compensation Committee did not make or recommend any grants
of restricted stock, stock appreciation rights or other equity-based awards in
1998.

To encourage growth in stockholder value, the Compensation Committee believes
that executives who are in a position to make a substantial contribution to the
long-term success of TIMET should have a significant stake in its ongoing
success. Therefore, in 1997, the Compensation Committee established the
following goals for minimum TIMET Common Stock ownership for executive officers
to encourage executives to build their TIMET Common Stock ownership. Executive
officers who received special TIMET Common Stock grants in 1996 are expected to
achieve these ownership goals prior to 1999. Other executive officers are
expected to meet their targets within five full years of becoming an executive
officer. Commencing with grants made in February 1999, the Committee takes into
consideration in making grants under the TIMET Stock Incentive Plan, among
other things, whether or not an executive has achieved his or her ownership
goals in this time frame and whether progress is being made in the years
leading up to the target date for the accomplishment of the goal.

The goals established are as follows:

Position Goal (as a multiple of base salary)
-------- -----------------------------------

Chief Executive Officer 4x
Chief Operating Officer 3x
Chief Financial Officer 3x
Other Vice Presidents 2x

The following chart shows the ownership level of each current executive officer
named in the Summary Compensation Table based upon actual year-end 1998
beneficial ownership and base salary levels:

Ownership Actual
Name Multiple Goal Ownership Multiple
---- ------------- ------------------

J. Landis Martin 4x 1.0x(1)(2)
Andrew R. Dixey 3x 0.5x
Robert E. Musgraves 2x 0.7x(1)
Mark A. Wallace 2x 0.4x

(1) Does not include certain shares as to which individual disclaims
beneficial ownership. See footnotes (12) and (15) to table appearing
under the heading "Security Ownership--Ownership of TIMET Common
Stock" above.

(2) Includes certain TIMET Trust Securities as though converted into TIMET
Common Stock. See footnote (8) to table appearing under the heading
"Security Ownership--Ownership of TIMET Common Stock." above.

In 1998, the Committee recommended, and the full Board approved, a loan program
designed to assist executives in meeting their ownership goal by providing
market-based rates for the purpose of financing the purchase of the stock. In
1998, executives borrowed a total of approximately $577,000 to purchase an
aggregate of 41,600 shares of TIMET Common Stock in the open market. See also
"Certain Relationships and Transactions--Contractual Relationships--TIMET
Executive Stock Ownership Loan Program" below.

TAX CODE LIMITATION ON EXECUTIVE COMPENSATION DEDUCTIONS

In 1993, Congress amended the Internal Revenue Code to impose a $1 million
deduction limit on compensation paid to the CEO and the four other most highly
compensated executive officers of public companies, subject to certain
transition rules and exceptions for compensation received pursuant to
non-discretionary performance-based plans approved by such company's
stockholders. TIMET's stockholders have previously approved the TIMET Stock
Incentive Plan and the Senior Executive Cash Incentive Plan. Therefore, the
Compensation Committee believes that payments made pursuant to these two plans
qualify for exemption from the deductibility limit as "performance-based
compensation." The Compensation Committee does not currently believe that any
other existing compensation program of TIMET could give rise to a deductibility
limitation at current executive compensation levels. The Compensation Committee
intends periodically to review the compensation plans of TIMET to determine
whether further action in respect of this limitation is warranted.

CHIEF EXECUTIVE OFFICER COMPENSATION

No changes to the compensation of Mr. Martin, as Chairman and CEO, were made or
proposed for 1998.

The foregoing report on executive compensation has been furnished by TIMET's
Compensation Committee of the Board of Directors.

MANAGEMENT DEVELOPMENT AND
COMPENSATION COMMITTEE
Edward C. Hutcheson, Jr. (Chairman)
General Thomas P. Stafford

PERFORMANCE GRAPH

Set forth below is a line graph comparing the cumulative total stockholder
return on TIMET Common Stock against the cumulative total return for the period
commencing June 5, 1996 (the date upon which TIMET Common Stock was first
registered under Section 12 of the Exchange Act) through December 31, 1998 of
(a) the S&P Composite 500 Stock Index and (b) a self-selected peer group,
comprised solely of RTI International Metals, Inc. (NYSE: RTI) (formerly RMI
Titanium Company), the principal U.S. competitor of TIMET in the titanium
metals industry for which meaningful, same-period stockholder return
information is available. The graph shows the value at December 31 of each
year, assuming an original investment of $100 in each and reinvestment of cash
dividends and other distributions to stockholders.

Comparison of Cumulative Return among Titanium Metals Corporation,
S&P Composite 500 Stock Index and Self-Selected Peer Group

[GRAPH]

- -------------------------------------------------------------------------------
6/5/96 12/31/96 12/31/97 12/31/98
- -------------------------------------------------------------------------------

TIMET 100 128 112 33
- -------------------------------------------------------------------------------
S&P 500 100 109 143 181
- -------------------------------------------------------------------------------
RTI 100 149 107 74
- -------------------------------------------------------------------------------

CERTAIN RELATIONSHIPS AND TRANSACTIONS

RELATIONSHIPS WITH RELATED PARTIES

As set forth under the caption "Security Ownership" above, TIMET may be deemed
to be controlled by Harold C. Simmons. The companies and other entities that
may be deemed to be controlled by or related to Mr. Simmons sometimes engage in
(a) intercorporate transactions with related companies 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 (b) 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 that resulted in the acquisition by one related party of a
publicly held, minority equity interest in another related party. TIMET
continuously considers, reviews and evaluates, and understands that Contran,
Valhi, Tremont and related entities also consider, review and evaluate, such
transactions. Depending upon the business, tax and other objectives then
relevant, it is possible that TIMET might be a party to one or more of such
transactions in the future. It is the policy of TIMET to engage in transactions
with related parties on terms that are, in the opinion of TIMET, no less
favorable to TIMET than could be obtained from unrelated parties.

J. Landis Martin, Chairman of the Board and Chief Executive Officer of TIMET,
is also currently Chairman of the Board, Chief Executive Officer and President
of Tremont. Mr. Martin also currently serves as a director and President and
Chief Executive Officer of NL. J. Thomas Montgomery, Jr., Vice
President-Finance and Treasurer of TIMET, is also currently Vice
President-Controller and Treasurer of Tremont. Robert E. Musgraves, Vice
President, General Counsel and Secretary of TIMET, currently holds similar
positions at Tremont. Joan H. Prusse, Assistant General Counsel and Assistant
Secretary of TIMET currently holds similar positions at Tremont. William A.
Kirschner, Assistant Treasurer of TIMET currently holds a similar position at
Tremont. Robert D. Hardy, Assistant Treasurer of TIMET, currently holds a
similar position at Tremont and is also currently Vice President-Controller of
NL. TIMET understands that all such persons are expected to continue to serve
in such capacities in 1999. Such individuals divide their time among the
companies for which they serve as officers. Such management interrelationships
and intercorporate relationships may lead to possible conflicts of interest.
These possible conflicts of interest may arise from the duties of loyalty owed
by persons acting as corporate fiduciaries to two or more companies under
circumstances in which such companies may have conflicts of interest.

Although no specific procedures are in place that govern the treatment of
transactions among TIMET, Tremont, Contran, Valhi, and NL, the board of
directors of each of these companies (with the exception of Contran) includes
one or more members who are not officers or directors of any entity that may be
deemed to be related to TIMET. Additionally, under applicable principles of
law, in the absence of stockholder ratification or approval by directors who
may be deemed disinterested, transactions involving contracts among companies
under common control must be fair to all companies involved. Furthermore,
directors and officers owe fiduciary duties of good faith and fair dealing to
stockholders of all the companies for which they serve.

CONTRACTUAL RELATIONSHIPS

Tremont Intercorporate Services Agreement

TIMET and Tremont are parties to an intercorporate services agreement (the
"Tremont ISA") that provides that TIMET will render certain management,
financial, tax and administrative services to Tremont, including provision for
the reimbursement by Tremont to TIMET of a portion of the salary, bonus and
overhead expense for the executive officers of Tremont. The Tremont ISA is
subject to automatic renewal and may be terminated by either party pursuant to
written notice delivered at least 30 days prior to a quarter-end. Tremont paid
TIMET approximately $267,000 under the Tremont ISA during 1998. TIMET expects
to enter into a similar agreement for 1999 providing for comparable services
and payments.

NL Intercorporate Services Agreement

TIMET and NL are parties to an intercorporate services agreement (the "NL ISA")
whereby NL provides certain insurance, risk management, real property, internal
audit, tax and executive secretarial services to TIMET. TIMET paid NL
approximately $508,000 for such services during 1998. The NL ISA is subject to
automatic renewal and may be terminated by either party pursuant to written
notice delivered at least 30 days prior to a quarter-end. TIMET expects to
enter into a similar agreement for 1999 providing for comparable services and
payments.

Option Reimbursement Agreement

In 1996, IMI plc ("IMI") and Union Titanium Sponge Corporation ("UTSC"), the
other shareholders of TIMET at that time, entered into separate agreements with
TIMET and Tremont whereby IMI and UTSC each agreed to reimburse Tremont for a
portion of the cost to Tremont associated with the exercise of certain Tremont
stock options issued to employees of TIMET pursuant to the Tremont Stock
Incentive Plan. The payments are calculated by multiplying (x) the number of
shares of Tremont Common Stock covered by such exercised option by (y) the
difference between (i) the closing sale price of Tremont Common Stock on the
NYSE Composite Tape on the date of exercise, not to exceed $34, minus (ii)
$16.625, and (z) multiplying the resulting product by (i) 0.16 in the case of
UTSC and (ii) 0.34 in the case of IMI. The maximum aggregate payments to be
made by IMI and UTSC to Tremont under such agreements are limited to $1.1
million and $520,000, respectively. Pursuant to this agreement, IMI and UTSC
made payments to Tremont of $81,718 and $13,066, respectively, during 1998.

Utility Services

In connection with the operations of TIMET's Henderson, Nevada facility, TIMET
purchases utility services from Basic Investments, Inc. and its subsidiaries
(collectively, "BII") pursuant to various agreements. A company owned 75% by
Tremont owns approximately 32% of the outstanding equity securities of BII
(representing 26% of the voting securities of BII). During 1998, the aggregate
amount paid by TIMET to BII was approximately $2 million.

TIMET UK Leases

TIMET UK leases its manufacturing facility in Witton, England from an affiliate
of IMI. (IMI Americas Inc., an affiliate of IMI, held in excess of 5% of the
outstanding shares of TIMET Common Stock during 1998.) The leases on the
principal facilities are for 30-year terms. TIMET UK pays aggregate rental
thereunder of approximately (pound)650,000 per year, which amount is subject to
adjustment every five years based on changes in the Retail Prices Index for all
items excluding housing as published by HM Government's Central Statistical
Office. TIMET has guaranteed the obligations of TIMET UK under these leases.

Shareholders' Agreement

In connection with the IMI Titanium Acquisition, TIMET, Tremont, IMI and two of
its affiliates, IMI Kynoch Ltd. and IMI Americas Inc., entered into an
agreement dated February 15, 1996, as amended March 29, 1996 (the
"Shareholders' Agreement"). Among other things, pursuant to the Shareholders'
Agreement, IMI Americas, Inc. granted to Tremont an option (the "IMI Option")
to acquire 2,012,920 shares of TIMET Common Stock, 504,230 shares of which
Tremont assigned to UTSC and 1,615 shares of which Tremont relinquished in
1996. In February 1999, the portion of the IMI Option held by UTSC reverted to
Tremont, and Tremont exercised the option to acquire 2,011,305 shares of TIMET
Common Stock. Such shares are reflected in the table captioned "Ownership of
TIMET Common Stock" under the heading "Security Ownership" above.

The Shareholders' Agreement also contains provisions that regulate certain
matters relating to the governance of TIMET originally as among TIMET, Tremont
and its affiliates, and IMI and its affiliates. TIMET agreed in the
Shareholders' Agreement that, among other things, so long as Tremont (as the
only remaining shareholder party) continues to hold at least 10% of the
outstanding shares of TIMET Common Stock, TIMET will not cause or permit the
dissolution or liquidation of itself or any of its subsidiaries or the filing
by itself of a petition in bankruptcy, or the commencement by TIMET of any
other proceeding

seeking relief from its creditors, without the approval of Tremont. TIMET has
also agreed to provide Tremont certain periodic information about TIMET and its
subsidiaries, which right is subject to confidentiality restrictions.

Registration Rights

Under the Shareholders' Agreement, Tremont is entitled to certain rights with
respect to the registration under the Securities Act of the shares of TIMET
Common Stock that Tremont holds. The Shareholders' Agreement generally
provides, subject to certain limitations, that (i) Tremont has two rights, only
one of which can be on Form S-1, to require TIMET to register under the
Securities Act an amount of not less than $25 million of registrable
securities; and (ii) if TIMET proposes to register any securities under the
Securities Act (other than a registration on Form S-4 or Form S-8, or any
successor or similar form), whether or not pursuant to registration rights
granted to other holders of its securities and whether or not for sale for its
own account, Tremont has the right to require TIMET to include in such
registration the registrable securities held by Tremont or its permitted
transferees so long as Tremont holds in excess of 5% of the outstanding shares
of TIMET Common Stock (or to sell the entire balance of any such registrable
securities even though less than 5%). TIMET is obligated to pay all
registration expenses in connection with a registration under the Shareholders'
Agreement. Under certain circumstances, the number of shares included in such
registrations may be limited. TIMET has agreed to indemnify the holders of any
registrable securities to be covered by a registration statement pursuant to
the Shareholders' Agreement, as well as the holders' directors and officers and
any underwriters and selling agents, against certain liabilities, including
liabilities under the Securities Act.

Interest in Aircraft

In February, 1999, NL purchased for $2.85 million a 25% undivided interest in
an aircraft that was previously owned by TIMET. The seller of the aircraft
interest to NL reacquired the interest from TIMET in February 1999 for $2.85
million. The sale of the aircraft interest was unanimously approved by the
outside directors of TIMET's Board.

Insurance Brokerage Commissions

A wholly owned subsidiary of Tremont ("TRE Insurance"), Valmont (a wholly owned
subsidiary of Valhi), and EWI RE, Inc. ("EWI") arrange for or broker certain of
TIMET's and Tremont's insurance policies. Parties related to Contran hold 90%
of the outstanding common stock of EWI, and a son-in-law of Harold C. Simmons
manages the operations of EWI. Consistent with insurance industry practices,
TRE Insurance, Valmont and EWI receive commissions from the insurance and
reinsurance underwriters for the policies that they arrange or broker. During
1998, TIMET paid approximately $1.8 million for policies arranged or brokered
by EWI and, in certain cases, also by either TRE Insurance or Valmont. These
amounts principally included payments for reinsurance and insurance premiums
paid to unrelated third parties, but also included commissions paid to TRE
Insurance, Valmont and EWI. In TIMET's opinion, the amounts that TIMET paid for
these insurance policies are reasonable and similar to those it could have
obtained through an unrelated insurance broker and/or insurance company. TIMET
expects that these relationships with TRE Insurance, Valmont, and EWI will
continue in 1999.

TIMET believes that the terms of the foregoing contractual relationships,
agreements and other transactions with related parties were no less favorable
to TIMET than it might have obtained from unaffiliated third parties.

TIMET Executive Stock Ownership Loan Program

In 1998, the TIMET Board of Directors approved a loan program designed to
assist TIMET's executive officers in meeting certain goals established with
respect to their ownership of TIMET Common Stock. Each executive may borrow up
to 50% of his or her base salary per calendar year and 200% of such base salary
in the aggregate. Interest accrues at a rate equal to .0625% per annum above
TIMET's effective borrowing rate at the time of the loan, subject to annual
adjustment, and is payable quarterly. The effective interest rate in 1998 for
loans under this program was 6.25% (5.625% for 1999). Principal is repayable in
equal annual installments commencing on the sixth anniversary of the loan.
Repayment of the loans is

secured by the stock purchased with the loan proceeds. The loans are "full
recourse" to the executive personally, except that in the case of a sale of all
of the collateral by TIMET upon an event of default or upon the termination of
the executive's employment, whether for cause or otherwise, the borrower's
personal liability for repayment of the loan is limited to 70% of the principal
amount remaining after sale and application of the proceeds from the sale of
the stock. The following table identifies the executive officers of TIMET who
were indebted to TIMET for principal amounts of $60,000 or greater under this
program during 1998:

TIMET EXECUTIVE STOCK OWNERSHIP LOAN PROGRAM

Greatest amount Amount Out-
Outstanding standing as of the
Name Position during 1998 ($) Record Date ($)
---- -------- --------------- ------------------

J. Landis Chairman of the Board 238,685 -0-
Martin and Chief Executive
Officer

Leslie P. Vice President-Human 60,131 60,131
Lundberg Resources

John P. Vice President; 75,000 75,000
Monahan President-Service Center
Operations

J. Thomas Vice President-Finance 75,000 75,000
Montgomery, & Treasurer
Jr.

Robert E. Vice President, General 87,461 87,461
Musgraves Counsel and Secretary

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires TIMET's executive officers,
directors, and persons who own beneficially more than 10% of a registered class
of TIMET's equity securities to file reports of ownership and changes in
ownership with the Commission and TIMET. Based solely on a review of copies of
the Section 16(a) reports furnished to TIMET and written representations by
certain reporting persons, TIMET believes that all of TIMET's executive
officers, directors and greater than 10% beneficial owners filed on a timely
basis all reports required during and with respect to the fiscal year ended
December 31, 1998, except that TIMET understands that one report on Form 3 was
not timely filed by Valhi.

INDEPENDENT PUBLIC ACCOUNTANTS

The firm of PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.)
served as TIMET's independent public accountants for the year ended December
31, 1998 and is currently expected to be considered for appointment by the
Board of Directors as such for the year ended December 31, 1999.
Representatives of PricewaterhouseCoopers LLP are expected to attend the
Meeting. They will have an opportunity to make a statement, if they desire to
do so, and will be available to respond to appropriate questions.

STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING

Stockholders may submit proposals on matters appropriate for stockholder action
at TIMET's annual stockholder meetings, consistent with rules adopted by the
Commission. Such proposals must be received by TIMET no later than December 1,
1999, to be considered for inclusion in the proxy statement and form of proxy
relating to the 2000 Annual Meeting of Stockholders. Any such proposals should
be addressed to: Corporate Secretary, Titanium Metals Corporation, 1999
Broadway, Suite 4300, Denver, Colorado 80202.

OTHER MATTERS

The Board of Directors knows of no other business to be presented for
consideration at the Meeting. If any other matters properly come before the
Meeting, the persons designated as agents in the enclosed proxy card or voting
instruction form will vote on such matters in accordance with their best
judgment.

1998 ANNUAL REPORT ON FORM 10-K

TIMET's 1998 Annual Report on Form 10-K, as filed with the Commission, is
included as a part of TIMET's 1998 Annual Report which accompanies this Proxy
Statement. Additional copies are available to stockholders without charge upon
request by writing: Investor Relations Department, Titanium Metals Corporation,
1999 Broadway, Suite 4300, Denver, Colorado 80202.

TITANIUM METALS CORPORATION

Denver, Colorado
March 31, 1999

[TIMET LOGO]

TITANIUM METALS CORPORATION
1999 BROADWAY, SUITE 4300
DENVER, COLORADO 80202

PROXY

TITANIUM METALS CORPORATION
1999 BROADWAY, SUITE 4300
DENVER, COLORADO 80202

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 12, 1999

The undersigned hereby appoints J. Thomas Montgomery, Jr., Robert E. Musgraves,
and Joan H. Prusse, and each of them, proxy and attorney-in-fact for the
undersigned, with full power of substitution, to vote on behalf of the
undersigned at the 1999 Annual Meeting of Stockholders (the "Meeting") of
Titanium Metals Corporation, a Delaware corporation ("TIMET"), to be held at
the Company's executive offices located at 1999 Broadway, Suite 4300, Denver,
Colorado on Wednesday, May 12, 1999, at 10:00 a.m. (Mountain Time), and at any
adjournment or postponement of said Meeting, all of the shares of Common Stock
($.01 par value) of TIMET standing in the name of the undersigned or which the
undersigned may be entitled to vote on the matters described on the reverse
side of this card.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TITANIUM METALS
CORPORATION. PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

(Continued and to be signed on the reverse side)

SEE REVERSE SIDE

9 Please mark your votes as in this example.

This proxy, if properly executed, will be voted in the manner directed herein.
If no direction is made, this proxy will be voted "FOR" all nominees named in
Item 1 below.

The Board of Directors recommends a vote "FOR" each of the director nominees
named in Item 1 below.

1. Election of Six Directors FOR ALL WITHHELD AS TO ALL
(except as marked below)

Vote withheld as to the following nominee(s): Nominees:
Joseph S. Compofelice
Andrew R. Dixey
Edward C. Hutcheson, Jr.
J. Landis Martin
Glenn R. Simmons
Gen. Thomas P. Stafford

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

2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting and any adjournment or
postponement thereof.

Please sign exactly as your name appears on this card. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please show
full corporate name and sign authorized officer's name and title. If a
partnership, please show full partnership name and sign authorized person's
name and title.

The undersigned hereby revokes all proxies heretofore given by the
undersigned to vote at such meeting and any adjournment or postponements
thereof.

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

-----------------------------------------
SIGNATURE(S) DATE