<PAGE>
      As filed with the Securities and Exchange Commission on June 28, 2002
                                              Registration No. 333- __________

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                         RTI INTERNATIONAL METALS, INC.
             (Exact name of Registrant as specified in its charter)

                OHIO                                          52-2115953
    (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                     Identification Number)

          1000 WARREN AVENUE                                      44446
              NILES, OHIO                                       (Zip Code)
(Address of Principal Executive Offices)

       RTI INTERNATIONAL METALS, INC. EMPLOYEE SAVING AND INVESTMENT PLAN
                            (Full title of the plan)

                                TIMOTHY G. RUPERT
                       PRESIDENT & CHIEF EXECUTIVE OFFICER
                         RTI INTERNATIONAL METALS, INC.
                               1000 WARREN AVENUE
                                NILES, OHIO 44446
                                 (330) 544-7622
                   (Name and address, including zip code, and
                     telephone number of agent for service)

                                    Copy to:

          RICHARD D. ROSE, ESQUIRE                 DAWNE S. HICKTON, ESQUIRE
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION   VICE PRESIDENT AND GENERAL COUNSEL
            ONE OXFORD CENTRE                    RTI INTERNATIONAL METALS, INC.
       301 GRANT STREET 20TH FLOOR                    1000 WARREN AVENUE
        PITTSBURGH, PA 15219-1410                     NILES, OHIO 44446
             (412) 562-8425                             (330) 544-7818

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
                                         AMOUNT TO BE     PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
         TITLE OF SECURITIES            REGISTERED (4)   OFFERING PRICE PER    AGGREGATE OFFERING   REGISTRATION
           TO BE REGISTERED                                   SHARE (1)             PRICE (1)          FEE (2)
------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                   <C>                 <C>                  <C>
Common Stock, par value $0.01  (3)      400,000               11.22               $4,488,000           $413
==================================================================================================================
</TABLE>

(1)    Estimated solely for purposes of calculating the registration fee in
       accordance with Rule 457(h) under the Securities Act of 1933, as amended
       (the "Securities Act") and based on the average of the high and low sales
       prices of the Common Stock on the New York Stock Exchange on June 26,
       2001.

(2)    Calculated pursuant to Section 6(b) of the Securities Act.

(3)    In addition, pursuant to Rule 416(C) under the Securities Act, this
       registration statement also covers an indeterminate amount of interests
       to be offered or sold pursuant to the employee benefit plan described
       herein.

(4)    Pursuant to Rule 416(a) under the Securities Act, the number of shares
       being registered shall include an indeterminate number of additional
       shares of Common Stock that may become less issuable as a result of stock
       splits, stock dividends, or other similar transactions.


<PAGE>



                         RTI INTERNATIONAL METALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents and information previously filed with the SEC
by RTI International Metals, Inc. (the "Company") are incorporated herein by
reference and made a part hereof:

         (a)      The Company's latest annual report on Form 10-K for the fiscal
                  year ended December 31, 2001;

         (b)      The latest annual report on Form 11-K for the Company Employee
                  Savings and Investment Plan (the "Plan") (when filed);

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the document referred to in (a) above; and

         (d)      The description of the Company's common stock which is
                  contained in the Company's registration statement on Form 8-A
                  (Registration No. 1-14437), dated August 21, 1998, including
                  any amendment or report filed for the purpose of updating such
                  description.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modified or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4   DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Code of Regulations effectively provide that the
Registrant, to the full extent permitted by Section 1701.13 of the Ohio Revised
Code, as amended from time to time ("Section 1701.13"), shall indemnify all
directors and officers of the Company and may indemnify all employees,
representatives and other persons as permitted pursuant thereto.

         Section 1701.13 of the Ohio Revised Code permits a corporation to
indemnify its officers, directors and employees (other than in certain cases
involving bad faith, negligence or misconduct) from and against any and all
claims and liabilities to which he or she may become subject by reason of his or
her position, or acts or commissions in such position, including reasonable
costs of defense and settlements (except in connection with shareholder
derivative suits, where indemnification is limited to the costs of defense).
Ohio law also permits corporations to provide broader indemnification than that
provided by statute.

         RTI maintains insurance against liabilities under the Securities Act of
1933 (the "Securities Act") for the benefit of its officers and directors.


<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling RTI pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8   EXHIBITS

Exhibit  Description
-------  -----------

4.1      Amended and Restated Articles of Incorporation of the Company,
         effective April 29, 1999, incorporated by reference to the Company
         Quarterly Report of Form 10-Q for the quarter ended March 31, 1999.

4.2      Amended Code of Regulations of the Company, incorporated by reference
         to Exhibit 3.3 of the Company's Registration Statement on Form S-4
         Registration No. 333-61935.

4.3      RTI International Metals, Inc. Employee Savings and Investment Plan.*

5        In lieu of an IRS determination letter that the Plan is qualified under
         Section 401 of the Internal Revenue Code, the undersigned registrant
         hereby undertakes that it will submit or has submitted the Plan and any
         amendments thereto to the IRS in a timely manner and has made or will
         make all changes required by the IRS in order to qualify the Plan.

23.1     Consent of PricewaterhouseCoopers LLP.*

24       Power of Attorney (included on the signature page of this registration
         statement).*

*  Filed herewith.

ITEM 9   UNDERTAKINGS.

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the registration statement (or the
                  most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the SEC pursuant to Rule 424(b) if,
                  in the aggregate, the changes in volume and price represent no
                  more than 20 percent change in the maximum aggregate offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

                  (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement.

<PAGE>

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the SEC by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Niles, State of Ohio, on June 28, 2002.

                                     RTI International Metals, Inc.



                                     By: /s/ Timothy G. Rupert
                                         ---------------------------------
                                         Timothy G. Rupert
                                         President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Timothy G. Rupert and Lawrence W. Jacobs
and Dawne S. Hickton and each of them, either of whom may act without joinder of
the other, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments to
this registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them, or
the substitute or substitutes of either of them, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed below by the following
persons in the capacities indicated below on June 28, 2002.

<TABLE>
<CAPTION>

SIGNATURE                             TITLE
---------                             -----
<S>                                   <C>

/s/ Timothy G. Rupert                 Director, President and Chief Executive Officer
------------------------------        (Principal Executive Officer)
Timothy G. Rupert



/s/ Lawrence W. Jacobs                Vice President, Chief Financial Officer and Treasurer
------------------------------        (Principal Financial and Principal Accounting Officer)
Lawrence W. Jacobs



/s/ Craig R. Andersson                Director
------------------------------
Craig R. Andersson



/s/ Neil A. Armstrong                 Director
------------------------------
Neil A. Armstrong

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

SIGNATURE                             TITLE
---------                             -----
<S>                                   <C>


/s/ Daniel I. Booker                  Director
------------------------------
Daniel I. Booker



/s/ Ronald L. Gallatin                Director
------------------------------
Ronald L. Gallatin



/s/ Charles C. Gedeon                 Director
------------------------------
Charles C. Gedeon



/s/ Robert M. Hernadez                Director
------------------------------
Robert M. Hernadez



/s/ Edith E. Holiday                  Director
------------------------------
Edith E. Holiday



/s/ John H. Odle                      Director
------------------------------
John H. Odle



/s/ Wesley W. VonSchack               Director
------------------------------
Wesley W. Von Schack

</TABLE>


<PAGE>




                                INDEX TO EXHIBITS



Exhibit  Description
-------  -----------

4.1      Amended and Restated Articles of Incorporation of the Company,
         effective April 29, 1999, incorporated by reference to the Company
         Quarterly Report of Form 10-Q for the quarter ended March 31, 1999.

4.2      Amended Code of Regulations of the Company, incorporated by reference
         to Exhibit 3.3 of the Company's Registration Statement on Form S-4
         Registration No. 333-61935.

4.3      RTI International Metals, Inc. Employee Savings and Investment Plan.*

23.1     Consent of PricewaterhouseCoopers LLP.*

24       Power of Attorney (included on the signature page of this registration
         statement).*

*      Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "j9505901sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18147}]
{"company-data": {"conformed-name": "RTI INTERNATIONAL METALS INC", "cik": "0001068717", "assigned-sic": "3350", "irs-number": "522115953", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91420", "film-number": "02690753"}, "business-address": {"street1": "1000 WARREN AVE", "city": "NILES", "state": "OH", "zip": "44446", "phone": "2165447700"}, "mail-address": {"street1": "1000 WARREN AVE", "city": "NILES", "state": "OH", "zip": "44446"}}
As filed with the Securities and Exchange Commission on June 28, 2002
                                              Registration No. 333- __________

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                         RTI INTERNATIONAL METALS, INC.
             (Exact name of Registrant as specified in its charter)

                OHIO                                          52-2115953
    (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                     Identification Number)

          1000 WARREN AVENUE                                      44446
              NILES, OHIO                                       (Zip Code)
(Address of Principal Executive Offices)

       RTI INTERNATIONAL METALS, INC. EMPLOYEE SAVING AND INVESTMENT PLAN
                            (Full title of the plan)

                                TIMOTHY G. RUPERT
                       PRESIDENT & CHIEF EXECUTIVE OFFICER
                         RTI INTERNATIONAL METALS, INC.
                               1000 WARREN AVENUE
                                NILES, OHIO 44446
                                 (330) 544-7622
                   (Name and address, including zip code, and
                     telephone number of agent for service)

                                    Copy to:

          RICHARD D. ROSE, ESQUIRE                 DAWNE S. HICKTON, ESQUIRE
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION   VICE PRESIDENT AND GENERAL COUNSEL
            ONE OXFORD CENTRE                    RTI INTERNATIONAL METALS, INC.
       301 GRANT STREET 20TH FLOOR                    1000 WARREN AVENUE
        PITTSBURGH, PA 15219-1410                     NILES, OHIO 44446
             (412) 562-8425                             (330) 544-7818

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

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                         AMOUNT TO BE     PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
         TITLE OF SECURITIES            REGISTERED (4)   OFFERING PRICE PER    AGGREGATE OFFERING   REGISTRATION
           TO BE REGISTERED                                   SHARE (1)             PRICE (1)          FEE (2)
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01  (3)      400,000               11.22               $4,488,000           $413
==================================================================================================================
(1)    Estimated solely for purposes of calculating the registration fee in
       accordance with Rule 457(h) under the Securities Act of 1933, as amended
       (the "Securities Act") and based on the average of the high and low sales
       prices of the Common Stock on the New York Stock Exchange on June 26,
       2001.

(2)    Calculated pursuant to Section 6(b) of the Securities Act.

(3)    In addition, pursuant to Rule 416(C) under the Securities Act, this
       registration statement also covers an indeterminate amount of interests
       to be offered or sold pursuant to the employee benefit plan described
       herein.

(4)    Pursuant to Rule 416(a) under the Securities Act, the number of shares
       being registered shall include an indeterminate number of additional
       shares of Common Stock that may become less issuable as a result of stock
       splits, stock dividends, or other similar transactions.
RTI INTERNATIONAL METALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents and information previously filed with the SEC
by RTI International Metals, Inc. (the "Company") are incorporated herein by
reference and made a part hereof:

         (a)      The Company's latest annual report on Form 10-K for the fiscal
                  year ended December 31, 2001;

         (b)      The latest annual report on Form 11-K for the Company Employee
                  Savings and Investment Plan (the "Plan") (when filed);

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the document referred to in (a) above; and

         (d)      The description of the Company's common stock which is
                  contained in the Company's registration statement on Form 8-A
                  (Registration No. 1-14437), dated August 21, 1998, including
                  any amendment or report filed for the purpose of updating such
                  description.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modified or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4   DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Code of Regulations effectively provide that the
Registrant, to the full extent permitted by Section 1701.13 of the Ohio Revised
Code, as amended from time to time ("Section 1701.13"), shall indemnify all
directors and officers of the Company and may indemnify all employees,
representatives and other persons as permitted pursuant thereto.

         Section 1701.13 of the Ohio Revised Code permits a corporation to
indemnify its officers, directors and employees (other than in certain cases
involving bad faith, negligence or misconduct) from and against any and all
claims and liabilities to which he or she may become subject by reason of his or
her position, or acts or commissions in such position, including reasonable
costs of defense and settlements (except in connection with shareholder
derivative suits, where indemnification is limited to the costs of defense).
Ohio law also permits corporations to provide broader indemnification than that
provided by statute.

         RTI maintains insurance against liabilities under the Securities Act of
1933 (the "Securities Act") for the benefit of its officers and directors.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling RTI pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8   EXHIBITS

Exhibit  Description
-------  -----------

4.1      Amended and Restated Articles of Incorporation of the Company,
         effective April 29, 1999, incorporated by reference to the Company
         Quarterly Report of Form 10-Q for the quarter ended March 31, 1999.

4.2      Amended Code of Regulations of the Company, incorporated by reference
         to Exhibit 3.3 of the Company's Registration Statement on Form S-4
         Registration No. 333-61935.

4.3      RTI International Metals, Inc. Employee Savings and Investment Plan.*

5        In lieu of an IRS determination letter that the Plan is qualified under
         Section 401 of the Internal Revenue Code, the undersigned registrant
         hereby undertakes that it will submit or has submitted the Plan and any
         amendments thereto to the IRS in a timely manner and has made or will
         make all changes required by the IRS in order to qualify the Plan.

23.1     Consent of PricewaterhouseCoopers LLP.*

24       Power of Attorney (included on the signature page of this registration
         statement).*

*  Filed herewith.

ITEM 9   UNDERTAKINGS.

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the registration statement (or the
                  most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the SEC pursuant to Rule 424(b) if,
                  in the aggregate, the changes in volume and price represent no
                  more than 20 percent change in the maximum aggregate offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

                  (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the SEC by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Niles, State of Ohio, on June 28, 2002.

                                     RTI International Metals, Inc.

                                     By: /s/ Timothy G. Rupert
                                         ---------------------------------
                                         Timothy G. Rupert
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Timothy G. Rupert and Lawrence W. Jacobs
and Dawne S. Hickton and each of them, either of whom may act without joinder of
the other, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments to
this registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them, or
the substitute or substitutes of either of them, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed below by the following
persons in the capacities indicated below on June 28, 2002.
SIGNATURE                             TITLE
---------                             -----
/s/ Timothy G. Rupert                 Director, President and Chief Executive Officer
------------------------------        (Principal Executive Officer)
Timothy G. Rupert

/s/ Lawrence W. Jacobs                Vice President, Chief Financial Officer and Treasurer
------------------------------        (Principal Financial and Principal Accounting Officer)
Lawrence W. Jacobs

/s/ Craig R. Andersson                Director
------------------------------
Craig R. Andersson

/s/ Neil A. Armstrong                 Director
------------------------------
Neil A. Armstrong
SIGNATURE                             TITLE
---------                             -----
/s/ Daniel I. Booker                  Director
------------------------------
Daniel I. Booker

/s/ Ronald L. Gallatin                Director
------------------------------
Ronald L. Gallatin

/s/ Charles C. Gedeon                 Director
------------------------------
Charles C. Gedeon

/s/ Robert M. Hernadez                Director
------------------------------
Robert M. Hernadez

/s/ Edith E. Holiday                  Director
------------------------------
Edith E. Holiday

/s/ John H. Odle                      Director
------------------------------
John H. Odle

/s/ Wesley W. VonSchack               Director
------------------------------
Wesley W. Von Schack
INDEX TO EXHIBITS

Exhibit  Description
-------  -----------

4.1      Amended and Restated Articles of Incorporation of the Company,
         effective April 29, 1999, incorporated by reference to the Company
         Quarterly Report of Form 10-Q for the quarter ended March 31, 1999.

4.2      Amended Code of Regulations of the Company, incorporated by reference
         to Exhibit 3.3 of the Company's Registration Statement on Form S-4
         Registration No. 333-61935.

4.3      RTI International Metals, Inc. Employee Savings and Investment Plan.*

23.1     Consent of PricewaterhouseCoopers LLP.*

24       Power of Attorney (included on the signature page of this registration
         statement).*

*      Filed herewith.