TITANIUM METALS CORP
8-A12G/A, 1996-06-03
SECONDARY SMELTING & REFINING OF NONFERROUS METALS
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-A/A
                               (AMENDMENT NO.  1)



               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                          TITANIUM METALS CORPORATION
   --------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                   DELAWARE                          13-5630895      
          -----------------------------------------------------------
             (State of incorporation               (I.R.S. Employer  
                or organization)                 Identification No.) 
                                                                     
      
           1999 BROADWAY, DENVER, COLORADO                 80202     
          ----------------------------------------------------------            
        (Address of principal executive offices)           (Zip Code)           

<TABLE>
<S>                                          <C>
If this form relates to the registration     If this form relates to the registration
of a class of debt securities and is         of a class of debt securities and is to
effective upon filing pursuant to General    become effective simultaneously with the
Instruction A(c)(1) please check the         effectiveness of a concurrent registration
following box.    [ ]                        statement under the Securities Act of 1933
                                             pursuant to General Instruction A(c)(2)
                                             please check the following box.   [ ]
</TABLE>

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                              Name of exchange on which
to be so registered                              each class is to be registered
- - -------------------                              ------------------------------
NOT APPLICABLE                                   NOT APPLICABLE 


Securities to be registered pursuant to Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $.01 PER SHARE
- - ----------------------------------------
          (TITLE OF CLASS)
<PAGE>   2
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

                 The description of the Registrant's common stock, par value
$.01 per share (the "Common Stock"), to be registered is incorporated herein by
reference to the section entitled "Description of Capital Stock" contained in
the Registrant's Registration Statement on Form S-1 (Registration No. 333-2940)
filed with the Securities and Exchange Commission on April 2, 1996, as amended
(the "Registration Statement").  The Registration Statement relates to a
proposed public offering of the Common Stock.  The pricing and other terms
established at the time of issuance are hereby deemed to be incorporated by
reference to any prospectus or prospectus supplement filed in accordance with
Rule 424(b) or Rule 462(b) under the Securities Act of 1933, as amended,
relating to the proposed public offering of the Common Stock.

ITEM 2.  EXHIBITS.


<TABLE>
<CAPTION>
Exhibit No.                                        Description
- - -----------                                        -----------
    <S>     <C>
    1       Registration Statement on Form S-1, No. 333-2940, filed with the
            Securities and Exchange Commission on April 2, 1996, as amended.
            
    2       Amended and Restated Certificate of Incorporation of Titanium Metals
            Corporation. Incorporated by reference to Exhibit 3.1 of the
            Registration Statement on Form S-1 (No. 333-2940).
            
    3       Bylaws of Titanium Metals Corporation.  Incorporated by reference to
            Exhibit 3.2 of the Registration Statement on Form S-1 (File No.
            333-2940).
            
    4       Specimen of Common Stock Certificate.  Incorporated by reference to
            Exhibit 4.1 of the Registration Statement on Form S-1 (No.
            333-2940).
</TABLE>





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<PAGE>   3
                                   SIGNATURE

                 Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.


                                          TITANIUM METALS CORPORATION
                                          ("Registrant")
                                          
                                          
                                          
Dated: June 3, 1996                       By:  /s/ Robert E. Musgraves      
                                               -----------------------------
                                          Robert E. Musgraves
                                          Vice President -- Administration and
                                          General Counsel










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