TITANIUM METALS CORP
8-K, 1998-10-29
SECONDARY SMELTING & REFINING OF NONFERROUS METALS
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                       SECURITIES AND EXCHANGE COMMISSION


                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT


               Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934



                               October 28, 1998


               (Date of Report, date of earliest event reported)



                         TITANIUM METALS CORPORATION

             (Exact name of Registrant as specified in its charter)



                  Delaware                0-28538             13-5630895

               (State or other          (Commission         (IRS Employer
                jurisdiction of          File Number)        Identification
<PAGE>          incorporation)                               Number)



            1999 Broadway, Suite 4300, Denver, CO              80202

           (Address of principal executive offices)         (Zip Code)


                                (303) 296-5600

              (Registrant's telephone number, including area code)


                                Not Applicable

             (Former name or address, if changed since last report)

Item 5:   Other Events

     On October 28, 1998, the Registrant issued the press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference.  The press
release relates to an announcement by Registrant regarding Registrant's
completion of investment in Special Metals.



Item 7:   Financial Statements, Pro Forma Financial Information and Exhibits

     (c)  Exhibits

Item            Exhibit List

<PAGE>

No.


          99.1           Press release dated October 28, 1998 issued by
                         Registrant.




                                   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 hereunto duly authorized.



                              TITANIUM METALS CORPORATION
                              (Registrant)




                              By: /s/ Robert E. Musgraves
                                      Robert E. Musgraves
                                      Vice President, General Counsel
                                      and Secretary



Date: October 29, 1998

<PAGE>
                                  


<PAGE>



                                                                    Exhibit 99.1





                                 PRESS RELEASE


FOR IMMEDIATE RELEASE                        FOR FURTHER INFORMATION CONTACT:

Titanium Metals Corporation                  J. Landis Martin
1999 Broadway, Suite 4300                    Chairman and CEO
Denver, Colorado  80202                      303-296-5600


          TIMET ANNOUNCES COMPLETION OF  INVESTMENT IN SPECIAL METALS


     Denver, Colorado . . . October 28, 1998 . . . Titanium Metals Corporation
("TIMET") (NYSE: TIE) announced today that it has completed the previously
announced investment in convertible preferred securities of Special Metals
Corporation (Nasdaq: SMCX).  The investment was made in conjunction with the
acquisition by Special Metals of the Inco Alloys International unit of Inco,
Ltd., which also closed today.

     Under the transaction, TIMET acquired $80 million in non-voting preferred
securities of Special Metals and will pursue a strategic alliance with Special
Metals respect to manufacturing, marketing, and product development in titanium
and nickel.  The securities will accrue dividends at the rate of 6.625% per
annum, are convertible into Special Metals' common stock a conversion price of
$16.50 per share, and are mandatorily redeemable after seven and one-half years.
<PAGE>

As part of the agreement, TIMET will nominate one member of the Special Metals
board of directors.

     Special Metals Corporation, headquartered in New Hartford, New York, is one
of the world's leading producers of wrought nickel-based superalloys and special
alloy long products.

     TIMET, headquartered in Denver, Colorado, is a leading worldwide integrated
producer of titanium metal products.

     The statements in this release relating to matters that are not historical
facts are forward looking statements that involve risks and uncertainties,
including, but not limited to, the cyclicality of the commercial aerospace
industry, future global economic conditions, global productive capacity, changes
in product pricing, and other risks and uncertainties associated with the
Company's business included in the Company's filings with the Securities and
Exchange Commission, as well as the related risks and uncertainties associated
with the nickel industry and Special Metals' integration of the business of Inco
Alloys International, all as described in Special Metals' filings with the
Securities and Exchange Commission.



                                 oo   o   o   o








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