<PAGE>
 
    As filed with the Securities and Exchange Commission on April 17, 1998.

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549
                                 ______________
                                    Form S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 ______________

                           HOWMET INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                   52-1946684
    (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                   identification No.)

                               475 STEAMBOAT ROAD
                         GREENWICH, CONNECTICUT  06830
                    (Address of Principal Executive Offices)

                           HOWMET INTERNATIONAL INC.
                  AMENDED AND RESTATED 1997 STOCK AWARDS PLAN
                            (Full title of the Plan)
                  ____________________________________________
                              ROLAND A. PAUL, ESQ.
                                   SECRETARY
                           HOWMET INTERNATIONAL INC.
                               475 STEAMBOAT ROAD
                         GREENWICH, CONNECTICUT  06830
                                 (203) 661-4600
(Name, address, and telephone number, including area code, of agent for service)
                     ______________________________________
                        CALCULATION OF REGISTRATION FEE
                                        
<TABLE>
<CAPTION>

      TITLE OF                AMOUNT                 PROPOSED              PROPOSED              AMOUNT OF
     SECURITIES                TO BE                  MAXIMUM               MAXIMUM            REGISTRATION
  TO BE REGISTERED         REGISTERED(1)          OFFERING PRICE           AGGREGATE                FEE
                                                   PER SHARE (2)           OFFERING
                                                                           PRICE (2)

<S>                      <C>                        <C>                 <C>                     <C> 
----------------------------------------------------------------------------------------------------------------
Common Stock
($.01 par value)         5,000,000 SHARES           $  15.2309          $76,154,436              $22,466   
----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)Plus such additional shares as may be issued by reason of stock splits, stock
   dividends or similar transactions.
(2)Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
   amount of the registration fee.

The proposed maximum offering price per share is based upon (1) the exercise
price of $15.00 per share for 4,377,500 outstanding option shares, (2) the
exercise price of $15.281 per share of 8,000 outstanding option shares, and (3)
the average ($16.875) of the high ($17.1875) and low ($16.5625) prices for the
Company's Common Stock on the composite tape for the New York Stock Exchange on
April 14, 1998, with respect to the remaining 614,500 shares.


Total Number of Pages....................................................20
Exhibit Index.......................................................page 13
<PAGE>
 
                                     PART I
                                        
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part 1 of Form
S-8.


                                    PART II
                                        
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          Howmet International Inc. (the "Company") by this reference hereby
incorporates into this Registration Statement the following documents filed by
the Company:

     (a)  The Company's annual report on Form 10-K for the year ended December
          31, 1997 (the "Form 10-K").

     (b)  All other reports filed by the Company pursuant to Section 13 or 15(d)
          of the Securities Exchange Act of 1934, as amended (the "Exchange
          Act") since the end of the fiscal year covered by the Form 10-K.

     (c)  The description of the Company's Common Stock, $.01 par value (the
          "Common Stock"), in Item 1, "Description of Registrant's Securities To
          Be Registered," of the Company's Registration Statement on Form 8-A
          filed with the Securities and Exchange Commission on November 21,
          1997.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act  prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Legal matters with respect to the Common Stock being offered hereunder
have been passed upon for the Company by Roland A. Paul,  Vice President -
General 

                                       2
<PAGE>
 
Counsel of the Company.  Mr. Paul has options to purchase 120,000 shares
of the Common Stock.  Such options are not currently exercisable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware Corporation Law

          Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL" ) provides for a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interest, and, for criminal proceedings,
had no reasonable cause to believe his conduct was unlawful.  A Delaware
corporation may indemnify officers and directors against expenses (including
attorneys' fees) in an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and reasonably
incurred.

Company Charter

          In accordance with Section 102 (b)(7) of the DGCL, Article VII of the
Company's Restated Certificate of Incorporation, provides as follows:

               No director of the Corporation shall be liable to the Corporation
     or its stockholders for monetary damages for breach of fiduciary duty as a
     director, except for liability (i) for any breach of the director's duty of
     loyalty to the Corporation or its stockholders, (ii) for acts or omissions
     not in good faith or which involved intentional misconduct or a knowing
     violation of law, (iii) under Section 174 of the Delaware General
     Corporation Law, or (iv) for any transaction from which the director
     derived an improper personal benefit.

            If the Delaware General Corporation Law is amended to authorize
     corporate actions further eliminating or limiting the personal liability of
     directors, then the liability of a director of the Corporation shall be
     eliminated or limited to the fullest extent permitted by the Delaware
     General Corporation Law, as so amended.  Any repeal or modification of this
     Article VII by the stockholders of the Corporation shall not adversely
     affect any right or protection of a director of the 

                                       3
<PAGE>
 
     Corporation existing at the time of such repeal or modification. The
     Corporation may adopt such provision with respect to indemnification of
     directors, officers or employees of the Corporation, consistent with this
     Article VII, as may be set forth from time to time in the Bylaws of the
     Corporation or a resolution adopted by the Board of Directors.

Company Bylaws

     In accordance with Article VII of the Company's Restated Certificate of
Incorporation, Article VI of the Bylaws of the Company provides as follows:

                                INDEMNIFICATION
                                ---------------

          Section 1.  Actions by Others.  The Corporation (1) shall indemnify
                      -----------------                                      
     any person who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative (other than an action by or in
     the right of the Corporation) by reason of the fact that he is or was a
     director or an officer of the Corporation and (2) except as otherwise
     required by Section 3 of this Article VI, may indemnify any person who was
     or is a party or is threatened to be made a party to any threatened,
     pending or completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the Corporation) by reason of the fact that he is or was an employee or
     agent of the Corporation, or is or was serving at the request of the
     Corporation as a director, officer, employee, agent of or participant in
     another corporation, partnership, joint venture, trust or other enterprise,
     against expenses (including attorneys' fees), judgments, fines and amounts
     paid in settlement actually and reasonably incurred by him in connection
     with such action, suit or proceeding if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to the best interests
     of the Corporation, and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe his conduct was unlawful.  The
     termination of any action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contendere or its
                                               ---- ----------       
     equivalent, shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the Corporation, and, with respect
     to any criminal action or proceeding, had reasonable cause to believe that
     his conduct was unlawful.

          Section 2.  Actions by or in the Right of the Corporation.  The
                      ---------------------------------------------      
     Corporation shall indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the Corporation to procure a judgment
     in its favor by reason of the fact that he or she is or was a director or
     officer of the Corporation, and the Corporation may indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the right of the
     Corporation to procure a judgment in its favor by reason of the

                                       4
<PAGE>
 
     fact that he or she is or was an employee or agent of the Corporation or is
     or was serving at the request of the Corporation as a director, officer,
     employee, agent of or participant in another corporation, partnership,
     joint venture, trust or other enterprise against expenses (including
     attorneys' fees) actually and reasonably incurred by him or her in
     connection with the defense or settlement of such action or suit if he or
     she acted in good faith and in a manner he or she reasonably believed to be
     in or not opposed to the best interests of the Corporation and except that
     no indemnification shall be made in respect of any claim, issue or matter
     as to which such person shall have been adjudged to be liable for
     negligence or misconduct in the performance of his or her duty to the
     Corporation unless and only to the extent that the Delaware Court of
     Chancery or the court in which such action or suit was brought shall
     determine upon application that, despite the adjudication of liability but
     in view of all the circumstances of the case, such person is fairly and
     reasonably entitled to indemnity for such expenses which the Delaware Court
     of Chancery or such other court shall deem proper.

          Section 3.  Successful Defense.  To the extent that a person who is or
                      ------------------                                        
     was a director, officer, employee or agent of the Corporation has been
     successful on the merits or otherwise in defense of any action, suit or
     proceeding referred to in Section 1 or Section 2 of this Article, or in
     defense of any claim, issue or matter therein, he shall be indemnified
     against expenses (including attorneys' fees) actually and reasonably
     incurred by him in connection therewith.

          Section 4.  Right to Indemnification.  The right to indemnification
                      ------------------------                               
     conferred in this Article VI shall be a contract right and shall include
     the right to be paid by the Corporation the expenses incurred in defending
     any such proceeding in advance of its final disposition, such expenses to
     be paid by the Corporation within 20 days after the receipt by the
     Corporation of a statement or statements from the claimant requesting such
     payment or payments of expenses from time to time; provided, however, that
                                                        --------  -------      
     if the DGCL requires, the payment of such expenses incurred by a director
     or officer in his or her capacity as a director or officer (and not in any
     other capacity in which service was or is rendered by such person while a
     director or officer, including, without limitation, service to an employee
     benefit plan) in advance of the final disposition of a proceeding, shall be
     made only upon delivery to the Corporation of an undertaking by or on
     behalf of such director or officer, to repay all amounts so advanced if it
     shall ultimately be determined that such director or officer is not
     entitled to be indemnified under this Article VI or otherwise.

          Section 5.  Specific Authorization.  To obtain indemnification under
                      ----------------------                                  
     this Article VI, a claimant shall submit to the Corporation a written
     request, including therein or therewith such documentation and information
     as is reasonably available to the claimant and is reasonably necessary to
     determine whether and to what extent the claimant is entitled to
     indemnification.  Any indemnification 

                                       5
<PAGE>
 
     under Section 1 or Section 2 of this Article VI (unless ordered by a court)
     shall be made by the Corporation only as authorized in the specific case
     upon a determination that indemnification of the director, officer,
     employee or agent is proper in the circumstances because he has met the
     applicable standard of conduct set forth in said Sections 1 and 2 of this
     Article VI. Such determination shall be made by (a) the stockholders, (b)
     the Disinterested Directors or a committee of such Disinterested Directors
     designated by the Disinterested Directors by majority vote, in either case
     even though less than a quorum, or (c) if (1) there are no Disinterested
     Directors or if the Disinterested Directors by majority vote so direct, or
     (2) a Change of Control shall have occurred, then, in the case of either of
     clauses (1) and (2) of this clause (c), by an Independent Counsel in a
     written opinion, which Independent Counsel shall be selected by a majority
     vote of a quorum of Disinterested Directors or, if there are no
     Disinterested Directors or if a Change of Control shall have occurred, by
     the claimant. If it is so determined that the claimant is entitled to
     indemnification, payment to the claimant shall be made within 10 days after
     such determination.

          Section 6.  Suit Against Corporation.  If a claim under Section 1 or 2
                      ------------------------                                  
     of this Article VI is not paid in full by the Corporation within 30 days
     after a written claim pursuant to Section 5 of this Article VI has been
     received by the Corporation, the claimant may at any time thereafter bring
     suit against the Corporation to recover the unpaid amount of the claim and,
     if successful in whole or in part, the claimant shall be entitled to be
     paid also the expense of prosecuting such claim.  It shall be a defense to
     any such action (other than an action brought to enforce a claim for
     expenses incurred in defending any proceeding in advance of its final
     disposition where the required undertaking, if any is required, has been
     tendered to the Corporation) that the claimant has not met the standard of
     conduct which makes it permissible under the DGCL or this Article VI for
     the Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such defense shall be on the Corporation.  Neither the
     failure of the Corporation (including its Board of Directors, Independent
     Counsel or stockholders) to have made a determination prior to the
     commencement of such action that indemnification of the claimant is proper
     in the circumstances because he or she has met the applicable standard of
     conduct set forth in the DGCL or this Article VI, nor an actual
     determination by the Corporation (including its Board of Directors,
     Independent Counsel or stockholders) that the claimant has not met such
     applicable standard of conduct, shall be a defense to the action or create
     a presumption that the claimant has not met the applicable standard of
     conduct.

          Section 7.  Corporation Bound.  If a determination shall have been
                      -----------------                                     
     made pursuant to Section 5 of this Article VI that the claimant is entitled
     to indemnification, the Corporation shall be bound by such determination in
     any judicial proceeding commenced pursuant to Section 6 of this Article VI.

          Section 8.  Preclusion.  The Corporation shall be precluded from
                      ----------                                          
     asserting in any judicial proceeding commenced pursuant to Section 6 of
     this 

                                       6
<PAGE>
 
     Article VI that the procedures and presumptions of this Article VI are
     not valid, binding and enforceable and shall stipulate in such proceeding
     that the Corporation is bound by all the provisions of this Article VI.

          Section 9.  Right of Indemnity Not Exclusive.  The indemnification and
                      --------------------------------                          
     advancement of expenses provided by this Article shall not be deemed
     exclusive of any other rights to which those seeking indemnification may be
     entitled under any by-law, agreement, vote of stockholders or disinterested
     directors or otherwise, both as to action in his official capacity and as
     to action in another capacity while holding such office, and shall continue
     as to a person who has ceased to be a director, officer, employee or agent
     and shall inure to the benefit of the heirs, executors and administrators
     of such a person.

          Section 10.  Insurance.  The Corporation may purchase and maintain
                       ---------                                            
     insurance on behalf of any person who is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director, officer, employee or agent of or
     participant in another corporation, partnership, joint venture, trust or
     other enterprise against any liability asserted against him and incurred by
     him in any such capacity, or arising out of his status as such, whether or
     not the Corporation would have the power to indemnify him against such
     liability under the provisions of this Article, Section 145 of the DGCL or
     otherwise.

          Section 11.  Invalidity of any Provisions of this Article.  The
                       --------------------------------------------      
     invalidity or unenforceability of any provision of this Article VI shall
     not affect the validity or enforceability of the remaining provisions of
     this Article VI, and, to the fullest extent possible, such provisions of
     this Article VI (including, without limitation, each such portion of any
     Section of this Article VI containing any such provision held to be
     invalid, illegal or unenforceable) shall be construed so as to give effect
     to the intent manifested by the provision held invalid, illegal or
     unenforceable.

          Section 12.  Definitions.  For purposes of this Article VI:
                       -----------                                   

               (A) "Change of Control" means:

               (1) the acquisition by any individual, entity or group (within
          the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
          "Person") of beneficial ownership (within the meaning of Rule 13d-3
          promulgated under the Exchange Act) of voting securities of the
          Corporation where such acquisition causes such Person to own 20% or
          more of the combined voting power of the then outstanding voting
          securities of the Corporation entitled to vote generally in the
          election of directors (the "Outstanding Corporation Voting
          Securities"); provided, however, that for purposes of this paragraph
                        --------  -------                                     
          (1), the following acquisitions shall not be deemed to result in a
          Change of Control:  (i) any acquisition by Thiokol 

                                       7
<PAGE>
 
          Corporation, a Delaware corporation("Thiokol"), (ii) any acquisition
          directly from the Corporation, (iii) any acquisition by the
          Corporation, (iv) any acquisition by any employee benefit plan (or
          related trust) sponsored or maintained by the Corporation or any
          corporation controlled by the Corporation or (v) any acquisition by
          any corporation pursuant to a transaction that complies with clauses
          (i), (ii) and (iii) of paragraph (3) below; provided, further, that if
                                                      --------  -------
          any Person's beneficial ownership of the Outstanding Corporation
          Voting Securities reaches or exceeds 20% as a result of a transaction
          described in clause (ii) or (iii) above, and such Person subsequently
          acquires beneficial ownership of additional voting securities of the
          Corporation, such subsequent acquisition shall be treated as an
          acquisition that causes such Person to own 20% or more of the
          Outstanding Corporation Voting Securities; and provided, further, that
                                                         --------  -------
          if at least a majority of the members of the Incumbent Board (as
          defined below) determines in good faith that a Person has acquired
          beneficial ownership (within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) of 20% or more of the Outstanding Corporation
          Voting Securities inadvertently, and such Person divests as promptly
          as practicable a sufficient number of shares so that such Person
          beneficially owns (within the meaning of Rule 13d-3 promulgated under
          the Exchange Act) less than 20% of the Outstanding Corporation Voting
          Securities, then no Change of Control shall have occurred as a result
          of such Person's acquisition; or

               (2) individuals who, as of November 20, 1997, constitute the
          Board of Directors (the "Incumbent Board") cease for any reason to
          constitute at least a majority of the Board of Directors; provided,
                                                                    -------- 
          however, that any individual becoming a director subsequent to
          -------                                                       
          November 20, 1997, whose election, or nomination for election by the
          Corporation's stockholders, was approved by a vote of at least a
          majority of the directors then comprising the Incumbent Board, or by
          Thiokol, shall be considered a member of the Incumbent Board, except
          that, for this purpose, any such individual whose initial assumption
          of office occurs as a result of an actual or threatened election
          contest with respect to the election or removal of directors or other
          actual or threatened solicitation of proxies or consents by or on
          behalf of a Person other than the Board of Directors shall not be
          considered a member of the Incumbent Board; or

               (3) the consummation of a reorganization, merger or consolidation
          or sale or other disposition of all or substantially all of the assets
          of the Corporation or the acquisition of assets of another corporation
          ("Business Combination"); excluding, however, such a Business
          Combination (i) involving Thiokol or any of its affiliates or (ii)
          pursuant to which (A) all or substantially all of the individuals and
          entities who were the beneficial owners of the Outstanding Corporation
          Voting Securities immediately prior to such Business Combination
          beneficially own, directly 

                                       8
<PAGE>
 
          or indirectly, more than 60% of, respectively, the then outstanding
          shares of common stock and the combined voting power of the then
          outstanding voting securities entitled to vote generally in the
          election of directors, as the case may be, of the corporation
          resulting from such Business Combination (including, without
          limitation, a corporation that as a result of such transaction owns
          the Corporation or all or substantially all of the Corporation's
          assets either directly or through one or more subsidiaries) in
          substantially the same proportions as their ownership, immediately
          prior to such Business Combination of the Outstanding Corporation
          Voting Securities, (B) no Person (excluding any employee benefit plan
          (or related trust) of the Corporation or such corporation resulting
          from such Business Combination) beneficially owns, directly or
          indirectly, 20% or more of, respectively, the then outstanding shares
          of common stock of the corporation resulting from such Business
          Combination or the combined voting power of the then outstanding
          voting securities of such corporation except to the extent that such
          ownership existed prior to the Business Combination and (C) at least a
          majority of the members of the board of directors of the corporation
          resulting from such Business Combination were members of the Incumbent
          Board at the time of the execution of the initial agreement, or of the
          action of the Board of Directors, providing for such Business
          Combination; or

               (4) approval by the stockholders of the Corporation of a complete
          liquidation or dissolution of the Corporation.

               (B) "Disinterested Director" means a director of the Corporation
          who is not and was not a party to the matter in respect of which
          indemnification is sought by the claimant.

               (C) "Independent Counsel" means a law firm, a member of a law
          firm, or an independent practitioner, that is experienced in matters
          of corporation law and shall include any person who, under the
          applicable standards of professional conduct then prevailing, would
          not have a conflict of interest in representing either the Corporation
          or the claimant in an action to determine the claimant's rights under
          this Article VI.

          Section 13.  Notice.  Any notice, request or other communication
                       ------                                             
     required or permitted to be given to the Corporation under this Article VI
     shall be in writing and either delivered in person or sent by telecopy,
     telex, telegram, overnight mail or courier service, or certified or
     registered mail, postage prepaid, return receipt requested, to the
     Secretary of the Corporation and shall be effective only upon receipt by
     the Secretary.



                                       9
<PAGE>

Insurance
 
  Section 145(g) of the DGCL provides that a corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such.  The Company maintains
directors' and officers' liability insurance with such limits and retention
reflective of conditions in the insurance market for such coverages.


Registration Rights Agreement

     In connection with the initial public offering of the  Common Stock on
November 25, 1997, the Company entered into an amended and restated shareholders
agreement (the "Shareholders Agreement") and a registration rights agreement
(the "Registration Rights Agreement") with Carlyle-Blade Acquisition Partners,
L.P., a Delaware limited partnership ("Carlyle-Blade Partners").  Carlyle-Blade
Partners holds 22.7 percent of the Company's outstanding Common Stock and is
represented on the Board of Directors of the Company pursuant to the
Shareholders Agreement. In the Registration Rights Agreement, the Company
granted certain rights to Carlyle-Blade Partners with respect to the
registration under the Securities Act of the shares of the Common Stock owned by
Carlyle-Blade Partners and agreed to indemnify Carlyle-Blade Partners against
certain liabilities arising out of such registration of the Common Stock. (See
Exhibits 4.4 and 4.6.)

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Exhibit Index.

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 of 1933;

          (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 

                                      10
<PAGE>
 
       of the estimated maximum offering range may be reflected in the form of
       prospectus filed with the Securities and Exchange Commission
       ("Commission") pursuant to Rule 424(b) if, in the aggregate, the changes
       in volume and price represent no more than a 20 percent change in the
       maximum aggregate offering price set forth in the "Calculation of
       Registration Fee" table in the effective registration statement;

          (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 the information required to be included in a post-
effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may be
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

       (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.

                                      11
<PAGE>
 
                                   SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed by the undersigned thereunto duly authorized, in the Town
of Greenwich and the State of Connecticut, on April 17, 1998.


                                                       HOWMET INTERNATIONAL INC.
                                                                                
                                                            /s/   Roland A. Paul
                                                            --------------------
                                                                  Roland A. Paul
                                                Vice President - General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on April 17, 1998.

NAME                     TITLE
----                     -----

/s/   James R. Wilson*   Director, Chairman of the Board
----------------------                                  

/s/   David L. Squier*   Director, President and Chief Executive Officer
----------------------                                                  

/s/ John C. Ritter*      Senior Vice President and Chief Financial Officer
-------------------                                                       

/s/  George Milano*      Controller (Principal Accounting Officer)
-------------------                                               

/s/  William E. Conway*  Director
-----------------------          

/s/  D. Larry Moore*     Director
--------------------             

/s/  Edsel D. Dunford*   Director
----------------------           

/s/  Richard L. Corbin*  Director
-----------------------          

/s/  James R. Mellor*    Director
---------------------            

/s/  James D. Woods*     Director
--------------------             


*By  /s/  Roland A. Paul
    --------------------
          Roland A. Paul
        Attorney-In-Fact

                                      12
<PAGE>
 
                                 EXHIBIT INDEX
                                        

EXHIBIT
NUMBER                  DESCRIPTION OF EXHIBIT
------                  ----------------------

4.1     Specimen Certificate of Common Stock of the Company (incorporated herein
        by reference to Exhibit 4.1 to Amendment No. 3 to the Company's
        Registration Statement on Form S-1 filed November 21, 1997 (registration
        no. 333-37573)).

4.2     Specimen Certificate of the 9.0% Series A Senior Cumulative Preferred
        Stock (incorporated herein by reference to Exhibit 4.2 to the Company's
        Annual Report on Form 10-K for the fiscal year ended December 31, 1997).

4.3     IPO Agreement dated as of October 8, 1997 by and among the Company,
        Thiokol Corporation, Thiokol Holding Company and Carlyle-Blade
        Acquisition Partners, L.P. (incorporated herein by reference to Exhibit
        4.2 to Amendment No. 2 to the Company's Registration Statement on Form
        S-1 filed November 12, 1997 (registration no. 333-37573)).

4.4     Amended and Restated Shareholders Agreement dated as of December 2, 1997
        by and among the Company, Thiokol Corporation, Thiokol Holding
        Corporation and Carlyle-Blade Acquisition Partners, L.P. (incorporated
        herein by reference to Exhibit 4.4 to the Company's Annual Report on
        Form 10-K for the fiscal year ended December 31, 1997).

4.5     Corporate Agreement dated as of December 2, 1997 by and among the
        Company, Thiokol Corporation and Thiokol Holding Corporation
        (incorporated herein by reference to Exhibit 4.5 to the Company's Annual
        Report on Form 10-K for the fiscal year ended December 31, 1997).

4.6     Registration Rights Agreement dated as of December 2, 1997 by and
        between the Company and Carlyle-Blade Acquisition Partners, L.P.
        (incorporated herein by reference to Exhibit 4.6 to the Company's Annual
        Report on Form 10-K for the fiscal year ended December 31, 1997).

4.7     Registration Rights Agreement dated as of December 7, 1995, among Howmet
        Corporation, BT Securities Corporation, and Lehman Brothers, Inc.
        (incorporated herein by reference to Exhibit 4.1 to Howmet Corporation's
        Registration Statement on Form S-4 filed January 9, 1996 (registration
        no. 333-00200)).

4.8(a)  Indenture dated as of December 7, 1995 between Howmet Corporation and
        Marine Midland Bank, as Trustee (incorporated herein by reference to
        Exhibit 4.2(a) to Howmet Corporation's Registration Statement on Form 
        S-4 filed January 9, 1996 (registration no. 333-00200)).


                                      13
<PAGE>
 
4.8(b)  Supplemental Indenture dated as of December 13, 1995 between Howmet
        Corporation and Marine Midland Bank, as Trustee (incorporated herein by
        reference to Exhibit 4.2 to Amendment no. 2 to Howmet Corporation's
        Registration Statement on Form S-4 filed April 1, 1996 (registration no.
        333-00200)).

4.8(c)  Supplemental Indenture dated as of December 15, 1997 supplementing
        Indenture dated December 7, 1995 between Howmet Corporation, as Issuer
        and Marine Midland Bank, as Trustee (incorporated herein by reference to
        Exhibit 4.8(c) to the Company's Annual Report on Form 10-K for the
        fiscal year ended December 31, 1997).

4.9     Copies of the executed original 10% Senior Subordinated Notes due 2003
        of Howmet Corporation (the "Original Notes"), authenticated and
        delivered by Marine Midland Bank as Trustee on December 7, 1995
        (incorporated herein by reference to Exhibit 4.4 to Howmet Corporation's
        Registration Statement on Form S-4 filed January 9, 1996 (registration
        no. 333-00200)).

4.10    Form of 10% Senior Subordinated Notes due 2003 of Howmet Corporation
        offered in exchange for the Original Notes (included in Exhibit 4.8(a)).

4.11    Credit Agreement dated as of December 16, 1997 among Howmet Corporation,
        various institutions as Lenders, ABN AMRO Bank N.V. and Bankers Trust
        Company as Co-Documentation Agents, and The First National Bank of
        Chicago as Agent, together with certain collateral documents attached
        thereto as exhibits, including the Pledge Agreements among Howmet Ltd.
        and, Howmet S.A., Howmet Corporation, and the First National Bank of
        Chicago (incorporated herein by reference to Exhibit 4.11 to the
        Company's Annual Report on Form 10-K for the fiscal year ended December
        31, 1997).

4.12    Blade Receivables Master Trust Amended and Restated Pooling and
        Servicing Agreement dated April 18, 1996 among Blade Receivables
        Corporation as Transferor, Howmet Corporation as Servicer and
        Manufacturers and Traders Trust Company as Trustee together with certain
        collateral documents attached thereto as exhibits, including the Amended
        and Restated Receivables Purchase Agreement dated as of April 18, 1996
        between Howmet Corporation and certain subsidiaries of Howmet
        Corporation, as Settlors, and Blade Receivables Corporation as Buyer
        (incorporated herein by reference to Exhibit 4.7 to Howmet Corporation's
        Annual Report on Form 10-K for the fiscal year ended December 31, 1996).

4.13    Repurchase Agreement dated May 16, 1997 (under the Blade Receivables
        Master Trust Amended and Restated Pooling and Servicing Agreement dated
        April 16, 1996 (Exhibit 4.12)), among Howmet Corporation, Howmet Cercast
        (U.S.A.), Inc., Howmet Refurbishment, Inc., Howmet-Tempcraft, Inc.,
        Turbine Components Corporation, Blade Receivables Corporation, and
        Manufacturers and Traders Trust Company, as Trustee (incorporated herein


                                      14
<PAGE>
 
        by reference to Exhibit 4.14 to the Company's Registration Statement on
        Form S-1 filed October 9, 1997 (registration no. 333-37573)).

 4.14   Amending Agreement dated August 29, 1997 (amending the Blade Receivables
        Master Trust Amended and Restated Pooling and Servicing Agreement dated
        April 18, 1996 (Exhibit 4.12)) among Blade Receivables Corporation,
        Howmet Corporation, Manufacturers and Traders Trust Company, as Trustee,
        Falcon Asset Securitization Corporation, Alpine Securitization Corp.,
        Credit Suisse First Boston, New York Branch, and The First National Bank
        of Chicago, as Agent for Falcon Asset Securitization Corporation and
        Alpine Securitization Corp. (incorporated herein by reference to Exhibit
        4.15 to the Company's Registration Statement on Form S-1 filed October
        9, 1997 (registration no. 333-37573)).

4.15(a) Form of Amended Series A Note Due 1999 (incorporated herein by reference
        to Exhibit 4.16(a) to Amendment No. 3 to the Company's Registration
        Statement on Form S-1 filed November 21, 1997 (registration no. 333-
        37573)).

4.15(b) Form of Series B Note Due 1999 (incorporated herein by reference to
        Exhibit 4.16(b) to Amendment No. 3 to the Company's Registration
        Statement on Form S-1 filed November 21, 1997 (registration no. 333-
        37573)).

4.15(c) Form of Amendment No. 1 to Series B Notes (incorporated herein by
        reference to Exhibit 4.16(c) to Amendment No. 3 to the Company's
        Registration Statement on Form S-1 filed November 21, 1997 (registration
        no. 333-37573)).

4.15(d) Form of Amended and Restated Series B Note Due 1999 (incorporated
        herein by reference to Exhibit 4.16(d) to Amendment No. 3 to the
        Company's Registration Statement on Form S-1 filed November 21, 1997
        (registration no. 333-37573)).

4.15(e) Form of Amended Series C Note Due 1999 (incorporated herein by
        reference to Exhibit 4.16(e) to Amendment No. 3 to the Company's
        Registration Statement on Form S-1 filed November 21, 1997 (registration
        no. 333-37573)).

 5      Opinion of Roland A. Paul, Esq. with respect to legality of securities.*

23.1    Consent of Ernst & Young, LLP.*

23.2    Consent of Price Waterhouse*

23.3    Consent of Befec - Price Waterhouse*

23.4    Consent of Roland A. Paul, Esq. included in Exhibit 5.1.

24      Power of Attorney.*


*       Filed  herewith


                                      15
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 48179}]
{"company-data": {"conformed-name": "HOWMET INTERNATIONAL INC", "cik": "0001047378", "assigned-sic": "3724", "irs-number": "521946684", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50335", "film-number": "98595934"}, "business-address": {"street1": "475 STEAMBOAT RD", "city": "GREENWICH", "state": "CT", "zip": "06830", "phone": "2036614600"}, "mail-address": {"street1": "475 STEAMBOAT ROAD", "city": "GREENWICH", "state": "CT", "zip": "06830"}}
As filed with the Securities and Exchange Commission on April 17, 1998.

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549
                                 ______________
                                    Form S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 ______________

                           HOWMET INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                   52-1946684
    (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                   identification No.)

                               475 STEAMBOAT ROAD
                         GREENWICH, CONNECTICUT  06830
                    (Address of Principal Executive Offices)

                           HOWMET INTERNATIONAL INC.
                  AMENDED AND RESTATED 1997 STOCK AWARDS PLAN
                            (Full title of the Plan)
                  ____________________________________________
                              ROLAND A. PAUL, ESQ.
                                   SECRETARY
                           HOWMET INTERNATIONAL INC.
                               475 STEAMBOAT ROAD
                         GREENWICH, CONNECTICUT  06830
                                 (203) 661-4600
(Name, address, and telephone number, including area code, of agent for service)
                     ______________________________________
                        CALCULATION OF REGISTRATION FEE
TITLE OF                AMOUNT                 PROPOSED              PROPOSED              AMOUNT OF
     SECURITIES                TO BE                  MAXIMUM               MAXIMUM            REGISTRATION
  TO BE REGISTERED         REGISTERED(1)          OFFERING PRICE           AGGREGATE                FEE
                                                   PER SHARE (2)           OFFERING
                                                                           PRICE (2)
----------------------------------------------------------------------------------------------------------------
Common Stock
($.01 par value)         5,000,000 SHARES           $  15.2309          $76,154,436              $22,466   
----------------------------------------------------------------------------------------------------------------
(1)Plus such additional shares as may be issued by reason of stock splits, stock
   dividends or similar transactions.
(2)Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
   amount of the registration fee.

The proposed maximum offering price per share is based upon (1) the exercise
price of $15.00 per share for 4,377,500 outstanding option shares, (2) the
exercise price of $15.281 per share of 8,000 outstanding option shares, and (3)
the average ($16.875) of the high ($17.1875) and low ($16.5625) prices for the
Company's Common Stock on the composite tape for the New York Stock Exchange on
April 14, 1998, with respect to the remaining 614,500 shares.

Total Number of Pages....................................................20
Exhibit Index.......................................................page 13
PART I
                                        
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part 1 of Form
S-8.

                                    PART II
                                        
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          Howmet International Inc. (the "Company") by this reference hereby
incorporates into this Registration Statement the following documents filed by
the Company:

     (a)  The Company's annual report on Form 10-K for the year ended December
          31, 1997 (the "Form 10-K").

     (b)  All other reports filed by the Company pursuant to Section 13 or 15(d)
          of the Securities Exchange Act of 1934, as amended (the "Exchange
          Act") since the end of the fiscal year covered by the Form 10-K.

     (c)  The description of the Company's Common Stock, $.01 par value (the
          "Common Stock"), in Item 1, "Description of Registrant's Securities To
          Be Registered," of the Company's Registration Statement on Form 8-A
          filed with the Securities and Exchange Commission on November 21,
          1997.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act  prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Legal matters with respect to the Common Stock being offered hereunder
have been passed upon for the Company by Roland A. Paul,  Vice President -
General 

                                       2
Counsel of the Company.  Mr. Paul has options to purchase 120,000 shares
of the Common Stock.  Such options are not currently exercisable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware Corporation Law

          Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL" ) provides for a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interest, and, for criminal proceedings,
had no reasonable cause to believe his conduct was unlawful.  A Delaware
corporation may indemnify officers and directors against expenses (including
attorneys' fees) in an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and reasonably
incurred.

Company Charter

          In accordance with Section 102 (b)(7) of the DGCL, Article VII of the
Company's Restated Certificate of Incorporation, provides as follows:

               No director of the Corporation shall be liable to the Corporation
     or its stockholders for monetary damages for breach of fiduciary duty as a
     director, except for liability (i) for any breach of the director's duty of
     loyalty to the Corporation or its stockholders, (ii) for acts or omissions
     not in good faith or which involved intentional misconduct or a knowing
     violation of law, (iii) under Section 174 of the Delaware General
     Corporation Law, or (iv) for any transaction from which the director
     derived an improper personal benefit.

            If the Delaware General Corporation Law is amended to authorize
     corporate actions further eliminating or limiting the personal liability of
     directors, then the liability of a director of the Corporation shall be
     eliminated or limited to the fullest extent permitted by the Delaware
     General Corporation Law, as so amended.  Any repeal or modification of this
     Article VII by the stockholders of the Corporation shall not adversely
     affect any right or protection of a director of the 

                                       3
Corporation existing at the time of such repeal or modification. The
     Corporation may adopt such provision with respect to indemnification of
     directors, officers or employees of the Corporation, consistent with this
     Article VII, as may be set forth from time to time in the Bylaws of the
     Corporation or a resolution adopted by the Board of Directors.

Company Bylaws

     In accordance with Article VII of the Company's Restated Certificate of
Incorporation, Article VI of the Bylaws of the Company provides as follows:

                                INDEMNIFICATION
                                ---------------

          Section 1.  Actions by Others.  The Corporation (1) shall indemnify
                      -----------------                                      
     any person who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative (other than an action by or in
     the right of the Corporation) by reason of the fact that he is or was a
     director or an officer of the Corporation and (2) except as otherwise
     required by Section 3 of this Article VI, may indemnify any person who was
     or is a party or is threatened to be made a party to any threatened,
     pending or completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the Corporation) by reason of the fact that he is or was an employee or
     agent of the Corporation, or is or was serving at the request of the
     Corporation as a director, officer, employee, agent of or participant in
     another corporation, partnership, joint venture, trust or other enterprise,
     against expenses (including attorneys' fees), judgments, fines and amounts
     paid in settlement actually and reasonably incurred by him in connection
     with such action, suit or proceeding if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to the best interests
     of the Corporation, and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe his conduct was unlawful.  The
     termination of any action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contendere or its
                                               ---- ----------       
     equivalent, shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the Corporation, and, with respect
     to any criminal action or proceeding, had reasonable cause to believe that
     his conduct was unlawful.

          Section 2.  Actions by or in the Right of the Corporation.  The
                      ---------------------------------------------      
     Corporation shall indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the Corporation to procure a judgment
     in its favor by reason of the fact that he or she is or was a director or
     officer of the Corporation, and the Corporation may indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the right of the
     Corporation to procure a judgment in its favor by reason of the

                                       4
fact that he or she is or was an employee or agent of the Corporation or is
     or was serving at the request of the Corporation as a director, officer,
     employee, agent of or participant in another corporation, partnership,
     joint venture, trust or other enterprise against expenses (including
     attorneys' fees) actually and reasonably incurred by him or her in
     connection with the defense or settlement of such action or suit if he or
     she acted in good faith and in a manner he or she reasonably believed to be
     in or not opposed to the best interests of the Corporation and except that
     no indemnification shall be made in respect of any claim, issue or matter
     as to which such person shall have been adjudged to be liable for
     negligence or misconduct in the performance of his or her duty to the
     Corporation unless and only to the extent that the Delaware Court of
     Chancery or the court in which such action or suit was brought shall
     determine upon application that, despite the adjudication of liability but
     in view of all the circumstances of the case, such person is fairly and
     reasonably entitled to indemnity for such expenses which the Delaware Court
     of Chancery or such other court shall deem proper.

          Section 3.  Successful Defense.  To the extent that a person who is or
                      ------------------                                        
     was a director, officer, employee or agent of the Corporation has been
     successful on the merits or otherwise in defense of any action, suit or
     proceeding referred to in Section 1 or Section 2 of this Article, or in
     defense of any claim, issue or matter therein, he shall be indemnified
     against expenses (including attorneys' fees) actually and reasonably
     incurred by him in connection therewith.

          Section 4.  Right to Indemnification.  The right to indemnification
                      ------------------------                               
     conferred in this Article VI shall be a contract right and shall include
     the right to be paid by the Corporation the expenses incurred in defending
     any such proceeding in advance of its final disposition, such expenses to
     be paid by the Corporation within 20 days after the receipt by the
     Corporation of a statement or statements from the claimant requesting such
     payment or payments of expenses from time to time; provided, however, that
                                                        --------  -------      
     if the DGCL requires, the payment of such expenses incurred by a director
     or officer in his or her capacity as a director or officer (and not in any
     other capacity in which service was or is rendered by such person while a
     director or officer, including, without limitation, service to an employee
     benefit plan) in advance of the final disposition of a proceeding, shall be
     made only upon delivery to the Corporation of an undertaking by or on
     behalf of such director or officer, to repay all amounts so advanced if it
     shall ultimately be determined that such director or officer is not
     entitled to be indemnified under this Article VI or otherwise.

          Section 5.  Specific Authorization.  To obtain indemnification under
                      ----------------------                                  
     this Article VI, a claimant shall submit to the Corporation a written
     request, including therein or therewith such documentation and information
     as is reasonably available to the claimant and is reasonably necessary to
     determine whether and to what extent the claimant is entitled to
     indemnification.  Any indemnification 

                                       5
under Section 1 or Section 2 of this Article VI (unless ordered by a court)
     shall be made by the Corporation only as authorized in the specific case
     upon a determination that indemnification of the director, officer,
     employee or agent is proper in the circumstances because he has met the
     applicable standard of conduct set forth in said Sections 1 and 2 of this
     Article VI. Such determination shall be made by (a) the stockholders, (b)
     the Disinterested Directors or a committee of such Disinterested Directors
     designated by the Disinterested Directors by majority vote, in either case
     even though less than a quorum, or (c) if (1) there are no Disinterested
     Directors or if the Disinterested Directors by majority vote so direct, or
     (2) a Change of Control shall have occurred, then, in the case of either of
     clauses (1) and (2) of this clause (c), by an Independent Counsel in a
     written opinion, which Independent Counsel shall be selected by a majority
     vote of a quorum of Disinterested Directors or, if there are no
     Disinterested Directors or if a Change of Control shall have occurred, by
     the claimant. If it is so determined that the claimant is entitled to
     indemnification, payment to the claimant shall be made within 10 days after
     such determination.

          Section 6.  Suit Against Corporation.  If a claim under Section 1 or 2
                      ------------------------                                  
     of this Article VI is not paid in full by the Corporation within 30 days
     after a written claim pursuant to Section 5 of this Article VI has been
     received by the Corporation, the claimant may at any time thereafter bring
     suit against the Corporation to recover the unpaid amount of the claim and,
     if successful in whole or in part, the claimant shall be entitled to be
     paid also the expense of prosecuting such claim.  It shall be a defense to
     any such action (other than an action brought to enforce a claim for
     expenses incurred in defending any proceeding in advance of its final
     disposition where the required undertaking, if any is required, has been
     tendered to the Corporation) that the claimant has not met the standard of
     conduct which makes it permissible under the DGCL or this Article VI for
     the Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such defense shall be on the Corporation.  Neither the
     failure of the Corporation (including its Board of Directors, Independent
     Counsel or stockholders) to have made a determination prior to the
     commencement of such action that indemnification of the claimant is proper
     in the circumstances because he or she has met the applicable standard of
     conduct set forth in the DGCL or this Article VI, nor an actual
     determination by the Corporation (including its Board of Directors,
     Independent Counsel or stockholders) that the claimant has not met such
     applicable standard of conduct, shall be a defense to the action or create
     a presumption that the claimant has not met the applicable standard of
     conduct.

          Section 7.  Corporation Bound.  If a determination shall have been
                      -----------------                                     
     made pursuant to Section 5 of this Article VI that the claimant is entitled
     to indemnification, the Corporation shall be bound by such determination in
     any judicial proceeding commenced pursuant to Section 6 of this Article VI.

          Section 8.  Preclusion.  The Corporation shall be precluded from
                      ----------                                          
     asserting in any judicial proceeding commenced pursuant to Section 6 of
     this 

                                       6
Article VI that the procedures and presumptions of this Article VI are
     not valid, binding and enforceable and shall stipulate in such proceeding
     that the Corporation is bound by all the provisions of this Article VI.

          Section 9.  Right of Indemnity Not Exclusive.  The indemnification and
                      --------------------------------                          
     advancement of expenses provided by this Article shall not be deemed
     exclusive of any other rights to which those seeking indemnification may be
     entitled under any by-law, agreement, vote of stockholders or disinterested
     directors or otherwise, both as to action in his official capacity and as
     to action in another capacity while holding such office, and shall continue
     as to a person who has ceased to be a director, officer, employee or agent
     and shall inure to the benefit of the heirs, executors and administrators
     of such a person.

          Section 10.  Insurance.  The Corporation may purchase and maintain
                       ---------                                            
     insurance on behalf of any person who is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director, officer, employee or agent of or
     participant in another corporation, partnership, joint venture, trust or
     other enterprise against any liability asserted against him and incurred by
     him in any such capacity, or arising out of his status as such, whether or
     not the Corporation would have the power to indemnify him against such
     liability under the provisions of this Article, Section 145 of the DGCL or
     otherwise.

          Section 11.  Invalidity of any Provisions of this Article.  The
                       --------------------------------------------      
     invalidity or unenforceability of any provision of this Article VI shall
     not affect the validity or enforceability of the remaining provisions of
     this Article VI, and, to the fullest extent possible, such provisions of
     this Article VI (including, without limitation, each such portion of any
     Section of this Article VI containing any such provision held to be
     invalid, illegal or unenforceable) shall be construed so as to give effect
     to the intent manifested by the provision held invalid, illegal or
     unenforceable.

          Section 12.  Definitions.  For purposes of this Article VI:
                       -----------                                   

               (A) "Change of Control" means:

               (1) the acquisition by any individual, entity or group (within
          the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
          "Person") of beneficial ownership (within the meaning of Rule 13d-3
          promulgated under the Exchange Act) of voting securities of the
          Corporation where such acquisition causes such Person to own 20% or
          more of the combined voting power of the then outstanding voting
          securities of the Corporation entitled to vote generally in the
          election of directors (the "Outstanding Corporation Voting
          Securities"); provided, however, that for purposes of this paragraph
                        --------  -------                                     
          (1), the following acquisitions shall not be deemed to result in a
          Change of Control:  (i) any acquisition by Thiokol 

                                       7
Corporation, a Delaware corporation("Thiokol"), (ii) any acquisition
          directly from the Corporation, (iii) any acquisition by the
          Corporation, (iv) any acquisition by any employee benefit plan (or
          related trust) sponsored or maintained by the Corporation or any
          corporation controlled by the Corporation or (v) any acquisition by
          any corporation pursuant to a transaction that complies with clauses
          (i), (ii) and (iii) of paragraph (3) below; provided, further, that if
                                                      --------  -------
          any Person's beneficial ownership of the Outstanding Corporation
          Voting Securities reaches or exceeds 20% as a result of a transaction
          described in clause (ii) or (iii) above, and such Person subsequently
          acquires beneficial ownership of additional voting securities of the
          Corporation, such subsequent acquisition shall be treated as an
          acquisition that causes such Person to own 20% or more of the
          Outstanding Corporation Voting Securities; and provided, further, that
                                                         --------  -------
          if at least a majority of the members of the Incumbent Board (as
          defined below) determines in good faith that a Person has acquired
          beneficial ownership (within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) of 20% or more of the Outstanding Corporation
          Voting Securities inadvertently, and such Person divests as promptly
          as practicable a sufficient number of shares so that such Person
          beneficially owns (within the meaning of Rule 13d-3 promulgated under
          the Exchange Act) less than 20% of the Outstanding Corporation Voting
          Securities, then no Change of Control shall have occurred as a result
          of such Person's acquisition; or

               (2) individuals who, as of November 20, 1997, constitute the
          Board of Directors (the "Incumbent Board") cease for any reason to
          constitute at least a majority of the Board of Directors; provided,
                                                                    -------- 
          however, that any individual becoming a director subsequent to
          -------                                                       
          November 20, 1997, whose election, or nomination for election by the
          Corporation's stockholders, was approved by a vote of at least a
          majority of the directors then comprising the Incumbent Board, or by
          Thiokol, shall be considered a member of the Incumbent Board, except
          that, for this purpose, any such individual whose initial assumption
          of office occurs as a result of an actual or threatened election
          contest with respect to the election or removal of directors or other
          actual or threatened solicitation of proxies or consents by or on
          behalf of a Person other than the Board of Directors shall not be
          considered a member of the Incumbent Board; or

               (3) the consummation of a reorganization, merger or consolidation
          or sale or other disposition of all or substantially all of the assets
          of the Corporation or the acquisition of assets of another corporation
          ("Business Combination"); excluding, however, such a Business
          Combination (i) involving Thiokol or any of its affiliates or (ii)
          pursuant to which (A) all or substantially all of the individuals and
          entities who were the beneficial owners of the Outstanding Corporation
          Voting Securities immediately prior to such Business Combination
          beneficially own, directly 

                                       8
or indirectly, more than 60% of, respectively, the then outstanding
          shares of common stock and the combined voting power of the then
          outstanding voting securities entitled to vote generally in the
          election of directors, as the case may be, of the corporation
          resulting from such Business Combination (including, without
          limitation, a corporation that as a result of such transaction owns
          the Corporation or all or substantially all of the Corporation's
          assets either directly or through one or more subsidiaries) in
          substantially the same proportions as their ownership, immediately
          prior to such Business Combination of the Outstanding Corporation
          Voting Securities, (B) no Person (excluding any employee benefit plan
          (or related trust) of the Corporation or such corporation resulting
          from such Business Combination) beneficially owns, directly or
          indirectly, 20% or more of, respectively, the then outstanding shares
          of common stock of the corporation resulting from such Business
          Combination or the combined voting power of the then outstanding
          voting securities of such corporation except to the extent that such
          ownership existed prior to the Business Combination and (C) at least a
          majority of the members of the board of directors of the corporation
          resulting from such Business Combination were members of the Incumbent
          Board at the time of the execution of the initial agreement, or of the
          action of the Board of Directors, providing for such Business
          Combination; or

               (4) approval by the stockholders of the Corporation of a complete
          liquidation or dissolution of the Corporation.

               (B) "Disinterested Director" means a director of the Corporation
          who is not and was not a party to the matter in respect of which
          indemnification is sought by the claimant.

               (C) "Independent Counsel" means a law firm, a member of a law
          firm, or an independent practitioner, that is experienced in matters
          of corporation law and shall include any person who, under the
          applicable standards of professional conduct then prevailing, would
          not have a conflict of interest in representing either the Corporation
          or the claimant in an action to determine the claimant's rights under
          this Article VI.

          Section 13.  Notice.  Any notice, request or other communication
                       ------                                             
     required or permitted to be given to the Corporation under this Article VI
     shall be in writing and either delivered in person or sent by telecopy,
     telex, telegram, overnight mail or courier service, or certified or
     registered mail, postage prepaid, return receipt requested, to the
     Secretary of the Corporation and shall be effective only upon receipt by
     the Secretary.

                                       9
Insurance
 
  Section 145(g) of the DGCL provides that a corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such.  The Company maintains
directors' and officers' liability insurance with such limits and retention
reflective of conditions in the insurance market for such coverages.

Registration Rights Agreement

     In connection with the initial public offering of the  Common Stock on
November 25, 1997, the Company entered into an amended and restated shareholders
agreement (the "Shareholders Agreement") and a registration rights agreement
(the "Registration Rights Agreement") with Carlyle-Blade Acquisition Partners,
L.P., a Delaware limited partnership ("Carlyle-Blade Partners").  Carlyle-Blade
Partners holds 22.7 percent of the Company's outstanding Common Stock and is
represented on the Board of Directors of the Company pursuant to the
Shareholders Agreement. In the Registration Rights Agreement, the Company
granted certain rights to Carlyle-Blade Partners with respect to the
registration under the Securities Act of the shares of the Common Stock owned by
Carlyle-Blade Partners and agreed to indemnify Carlyle-Blade Partners against
certain liabilities arising out of such registration of the Common Stock. (See
Exhibits 4.4 and 4.6.)

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Exhibit Index.

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 of 1933;

          (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 

                                      10
of the estimated maximum offering range may be reflected in the form of
       prospectus filed with the Securities and Exchange Commission
       ("Commission") pursuant to Rule 424(b) if, in the aggregate, the changes
       in volume and price represent no more than a 20 percent change in the
       maximum aggregate offering price set forth in the "Calculation of
       Registration Fee" table in the effective registration statement;

          (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 the information required to be included in a post-
effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may be
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

       (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.

                                      11
SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed by the undersigned thereunto duly authorized, in the Town
of Greenwich and the State of Connecticut, on April 17, 1998.

                                                       HOWMET INTERNATIONAL INC.
                                                                                
                                                            /s/   Roland A. Paul
                                                            --------------------
                                                                  Roland A. Paul
                                                Vice President - General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on April 17, 1998.

NAME                     TITLE
----                     -----

/s/   James R. Wilson*   Director, Chairman of the Board
----------------------                                  

/s/   David L. Squier*   Director, President and Chief Executive Officer
----------------------                                                  

/s/ John C. Ritter*      Senior Vice President and Chief Financial Officer
-------------------                                                       

/s/  George Milano*      Controller (Principal Accounting Officer)
-------------------                                               

/s/  William E. Conway*  Director
-----------------------          

/s/  D. Larry Moore*     Director
--------------------             

/s/  Edsel D. Dunford*   Director
----------------------           

/s/  Richard L. Corbin*  Director
-----------------------          

/s/  James R. Mellor*    Director
---------------------            

/s/  James D. Woods*     Director
--------------------             

*By  /s/  Roland A. Paul
    --------------------
          Roland A. Paul
        Attorney-In-Fact

                                      12
EXHIBIT INDEX
                                        

EXHIBIT
NUMBER                  DESCRIPTION OF EXHIBIT
------                  ----------------------

4.1     Specimen Certificate of Common Stock of the Company (incorporated herein
        by reference to Exhibit 4.1 to Amendment No. 3 to the Company's
        Registration Statement on Form S-1 filed November 21, 1997 (registration
        no. 333-37573)).

4.2     Specimen Certificate of the 9.0% Series A Senior Cumulative Preferred
        Stock (incorporated herein by reference to Exhibit 4.2 to the Company's
        Annual Report on Form 10-K for the fiscal year ended December 31, 1997).

4.3     IPO Agreement dated as of October 8, 1997 by and among the Company,
        Thiokol Corporation, Thiokol Holding Company and Carlyle-Blade
        Acquisition Partners, L.P. (incorporated herein by reference to Exhibit
        4.2 to Amendment No. 2 to the Company's Registration Statement on Form
        S-1 filed November 12, 1997 (registration no. 333-37573)).

4.4     Amended and Restated Shareholders Agreement dated as of December 2, 1997
        by and among the Company, Thiokol Corporation, Thiokol Holding
        Corporation and Carlyle-Blade Acquisition Partners, L.P. (incorporated
        herein by reference to Exhibit 4.4 to the Company's Annual Report on
        Form 10-K for the fiscal year ended December 31, 1997).

4.5     Corporate Agreement dated as of December 2, 1997 by and among the
        Company, Thiokol Corporation and Thiokol Holding Corporation
        (incorporated herein by reference to Exhibit 4.5 to the Company's Annual
        Report on Form 10-K for the fiscal year ended December 31, 1997).

4.6     Registration Rights Agreement dated as of December 2, 1997 by and
        between the Company and Carlyle-Blade Acquisition Partners, L.P.
        (incorporated herein by reference to Exhibit 4.6 to the Company's Annual
        Report on Form 10-K for the fiscal year ended December 31, 1997).

4.7     Registration Rights Agreement dated as of December 7, 1995, among Howmet
        Corporation, BT Securities Corporation, and Lehman Brothers, Inc.
        (incorporated herein by reference to Exhibit 4.1 to Howmet Corporation's
        Registration Statement on Form S-4 filed January 9, 1996 (registration
        no. 333-00200)).

4.8(a)  Indenture dated as of December 7, 1995 between Howmet Corporation and
        Marine Midland Bank, as Trustee (incorporated herein by reference to
        Exhibit 4.2(a) to Howmet Corporation's Registration Statement on Form 
        S-4 filed January 9, 1996 (registration no. 333-00200)).

                                      13
4.8(b)  Supplemental Indenture dated as of December 13, 1995 between Howmet
        Corporation and Marine Midland Bank, as Trustee (incorporated herein by
        reference to Exhibit 4.2 to Amendment no. 2 to Howmet Corporation's
        Registration Statement on Form S-4 filed April 1, 1996 (registration no.
        333-00200)).

4.8(c)  Supplemental Indenture dated as of December 15, 1997 supplementing
        Indenture dated December 7, 1995 between Howmet Corporation, as Issuer
        and Marine Midland Bank, as Trustee (incorporated herein by reference to
        Exhibit 4.8(c) to the Company's Annual Report on Form 10-K for the
        fiscal year ended December 31, 1997).

4.9     Copies of the executed original 10% Senior Subordinated Notes due 2003
        of Howmet Corporation (the "Original Notes"), authenticated and
        delivered by Marine Midland Bank as Trustee on December 7, 1995
        (incorporated herein by reference to Exhibit 4.4 to Howmet Corporation's
        Registration Statement on Form S-4 filed January 9, 1996 (registration
        no. 333-00200)).

4.10    Form of 10% Senior Subordinated Notes due 2003 of Howmet Corporation
        offered in exchange for the Original Notes (included in Exhibit 4.8(a)).

4.11    Credit Agreement dated as of December 16, 1997 among Howmet Corporation,
        various institutions as Lenders, ABN AMRO Bank N.V. and Bankers Trust
        Company as Co-Documentation Agents, and The First National Bank of
        Chicago as Agent, together with certain collateral documents attached
        thereto as exhibits, including the Pledge Agreements among Howmet Ltd.
        and, Howmet S.A., Howmet Corporation, and the First National Bank of
        Chicago (incorporated herein by reference to Exhibit 4.11 to the
        Company's Annual Report on Form 10-K for the fiscal year ended December
        31, 1997).

4.12    Blade Receivables Master Trust Amended and Restated Pooling and
        Servicing Agreement dated April 18, 1996 among Blade Receivables
        Corporation as Transferor, Howmet Corporation as Servicer and
        Manufacturers and Traders Trust Company as Trustee together with certain
        collateral documents attached thereto as exhibits, including the Amended
        and Restated Receivables Purchase Agreement dated as of April 18, 1996
        between Howmet Corporation and certain subsidiaries of Howmet
        Corporation, as Settlors, and Blade Receivables Corporation as Buyer
        (incorporated herein by reference to Exhibit 4.7 to Howmet Corporation's
        Annual Report on Form 10-K for the fiscal year ended December 31, 1996).

4.13    Repurchase Agreement dated May 16, 1997 (under the Blade Receivables
        Master Trust Amended and Restated Pooling and Servicing Agreement dated
        April 16, 1996 (Exhibit 4.12)), among Howmet Corporation, Howmet Cercast
        (U.S.A.), Inc., Howmet Refurbishment, Inc., Howmet-Tempcraft, Inc.,
        Turbine Components Corporation, Blade Receivables Corporation, and
        Manufacturers and Traders Trust Company, as Trustee (incorporated herein

                                      14
by reference to Exhibit 4.14 to the Company's Registration Statement on
        Form S-1 filed October 9, 1997 (registration no. 333-37573)).

 4.14   Amending Agreement dated August 29, 1997 (amending the Blade Receivables
        Master Trust Amended and Restated Pooling and Servicing Agreement dated
        April 18, 1996 (Exhibit 4.12)) among Blade Receivables Corporation,
        Howmet Corporation, Manufacturers and Traders Trust Company, as Trustee,
        Falcon Asset Securitization Corporation, Alpine Securitization Corp.,
        Credit Suisse First Boston, New York Branch, and The First National Bank
        of Chicago, as Agent for Falcon Asset Securitization Corporation and
        Alpine Securitization Corp. (incorporated herein by reference to Exhibit
        4.15 to the Company's Registration Statement on Form S-1 filed October
        9, 1997 (registration no. 333-37573)).

4.15(a) Form of Amended Series A Note Due 1999 (incorporated herein by reference
        to Exhibit 4.16(a) to Amendment No. 3 to the Company's Registration
        Statement on Form S-1 filed November 21, 1997 (registration no. 333-
        37573)).

4.15(b) Form of Series B Note Due 1999 (incorporated herein by reference to
        Exhibit 4.16(b) to Amendment No. 3 to the Company's Registration
        Statement on Form S-1 filed November 21, 1997 (registration no. 333-
        37573)).

4.15(c) Form of Amendment No. 1 to Series B Notes (incorporated herein by
        reference to Exhibit 4.16(c) to Amendment No. 3 to the Company's
        Registration Statement on Form S-1 filed November 21, 1997 (registration
        no. 333-37573)).

4.15(d) Form of Amended and Restated Series B Note Due 1999 (incorporated
        herein by reference to Exhibit 4.16(d) to Amendment No. 3 to the
        Company's Registration Statement on Form S-1 filed November 21, 1997
        (registration no. 333-37573)).

4.15(e) Form of Amended Series C Note Due 1999 (incorporated herein by
        reference to Exhibit 4.16(e) to Amendment No. 3 to the Company's
        Registration Statement on Form S-1 filed November 21, 1997 (registration
        no. 333-37573)).

 5      Opinion of Roland A. Paul, Esq. with respect to legality of securities.*

23.1    Consent of Ernst & Young, LLP.*

23.2    Consent of Price Waterhouse*

23.3    Consent of Befec - Price Waterhouse*

23.4    Consent of Roland A. Paul, Esq. included in Exhibit 5.1.

24      Power of Attorney.*

*       Filed  herewith

                                      15