SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  FORM 10-Q/A

 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

     ACT OF 1934 - For the quarter ended September 30, 1997

                                       OR
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

     EXCHANGE ACT OF 1934

                         Commission file number 0-28538





     Titanium Metals Corporation

(Exact name of registrant as specified
           in its charter)




         Delaware                                   13-5630895

(State or other                                  (IRS Employer
jurisdiction of                                  Identification
incorporation or                                 No.)
organization)



 1999 Broadway, Suite 4300, Denver, Colorado
                    80202

  (Address of principal executive offices)
                 (Zip Code)




  Registrant's telephone number, including  (303) 296-
                                area code:  5600



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.


Yes  X   No



Number of shares of common stock outstanding on October 31, 1997:  31,456,655


                          PART II - OTHER INFORMATION


Item 1.    LEGAL PROCEEDINGS.

     Reference is made to the Company's 1996 Annual Report for descriptions of
certain previously reported legal proceedings.

     In September 1997, the previously reported action, Cadmus v. Titanium
Metals Corporation (No. C2-95-586, U.S. District Court, Southern District of
Ohio), was dismissed without prejudice without payment by the Company.

     TIMET Castings, a wholly owned subsidiary of TIMET, has settled the
previously reported action involving Ray Cook Golf Company for an immaterial
sum.


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits:

        27.1    Financial Data Schedule for the nine-month period ended
                September 30, 1997.

     (b)  Reports on Form 8-K:

       Reports on Form 8-K filed by the Registrant for the quarter ended
       September 30, 1997 and for the month of October 1997:

       July 3, 1997     -     Reported Items 5 and 7.
       July 21, 1997    -     Reported Items 5 and 7.
       July 30, 1997    -     Reported Items 5 and 7.
       August 1, 1997    -    Reported Items 5 and 7.
       August 25, 1997   -    Reported Items 5 and 7.
       August 27, 1997   -    Reported Items 5 and 7.
       October 21, 1997 -     Reported Items 5 and 7.




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                 TITANIUM METALS CORPORATION


                                         (Registrant)



                       <c  
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Date: October 31,         By  /s/ Joseph S. Compofelice         

1997

                              Joseph S. Compofelice
                              Vice President and Chief Financial
                              Officer




                          By  /s/ J. Thomas Montgomery, Jr.     

                              J. Thomas Montgomery, Jr.
                              Vice President - Finance and
                              Treasurer
                              (Chief Accounting Officer)