As filed with the Securities and Exchange Commission on February 3, 1997

                                                     Registration No. 333-______



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   __________

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

                           TITANIUM METALS CORPORATION
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                           <C>
             DELAWARE                                 13-5630895
   (State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)              Identification Number)
</TABLE>

                            1999 BROADWAY, SUITE 4300
                             DENVER, COLORADO  80202
               (Address of Principal Executive Offices)(Zip Code)
                                   __________

    TITANIUM METALS CORPORATION 1996 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
                            (Full title of the plan)
                                   __________

                            ROBERT E. MUSGRAVES, ESQ.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           TITANIUM METALS CORPORATION
                            1999 BROADWAY, SUITE 4300
                             DENVER, COLORADO  80202
                           TELEPHONE:  (303) 296-5600
 (Name, address, including zip code, and telephone number, including area code,
of agent for service)


                                   COPIES TO:

                            Thomas R. Stephens, Esq.
                      Bartlit Beck Herman Palenchar & Scott
                         511 Sixteenth Street, Suite 700
                             Denver, Colorado  80202


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities    Amount to be  Proposed maximum        Proposed maximum    Amount of
to be registered       registered    price per share(1)<F1>  aggregate offering  registration fee(2)<F2>
                                                             price(1)<F1>   
<S>                    <C>           <C>                     <C>                 <C>         
Common Stock,          
par value              
$.01 per share         60,100        $29.125                 $1,750,412.50       $603.59
      
<FN>
<F1>
(1)   Calculated pursuant to Rule 457(h), based on an assumed exercise price of
      $29.125  per share, which represents the average of the high and low
      prices of such securities reported in the consolidated reporting system on
      January 29, 1997.
<F2>
(2)   Registration fee is calculated on the basis of 1/29 of 1% of the proposed
      maximum aggregate offering price of $1,750,412.50.
</FN>
</TABLE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


            Information required by Part I 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
I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

            The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

            (a)   The Registrant's Registration Statement on Form S-1, No. 333-
2940, filed April 2, 1996, as amended, containing audited financial statements
for the Registrant's last fiscal year, and the related consolidated statements
of operations, stockholders  equity and cash flows for each of the three fiscal
years in the period ended December 31, 1995, and the balance sheet as of March
31, 1996, and the related consolidated statements of operations, cash flows and
stockholders  equity for the three-month period ended March 31, 1996.

            (b)   All other reports filed pursuant to Section 13(a) 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 Registrant document referred to in (a)
above.

            (c)   The description of the Registrant's Common Stock contained in
the Registrant's Report on Form 8-A (File No. 001-14368), filed May 3, 1996, as
amended, pursuant to Section 12(b) of the Exchange Act, including any amendments
or reports filed for the purpose of updating such description.

            All reports and other documents subsequently filed by the Registrant
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
then offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.  Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Certain legal matters regarding the validity of the Common Stock
issuable pursuant to the Registrant s 1996 Long Term Performance Incentive Plan
(the  Plan ) and upon exercise of options granted pursuant to the Plan will be
passed upon for the Registrant by Robert E. Musgraves, Esq., Vice President,
General Counsel and Secretary of the Registrant.  Mr. Musgraves beneficially
owns 8,500 shares of Common Stock, 1,000 of which are held by Mr. Musgraves 
mother-in-law, beneficial ownership of which is disclaimed by Mr. Musgraves. 
Mr. Musgraves participates in the Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a Delaware corporation to limit the personal liability of its
directors in accordance with the provisions set forth therein.  The Amended and
Restated Certificate of Incorporation of the Registrant provides that the
personal liability of its directors shall be limited to the fullest extent
permitted by applicable law.

            Section 145 of the General Corporation Law of the State of Delaware
contains provisions permitting Delaware corporations to indemnify directors,
officers, employees or agents against expenses, including attorneys' fees,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person was or is a director, officer, employee or agent of
the corporation provided that (i) such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
corporation's best interest and (ii) in the case of a criminal proceeding such
person had no reasonable cause to believe his or her conduct was unlawful.  In
the case of actions or suits by or in the right of the corporation, no
indemnification shall be made in a case in which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
have determined 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.  Indemnification as
described above shall only be granted in a specific case upon a determination
that indemnification is proper in the circumstances because the indemnified
person has met the applicable standard of conduct.  Such determination shall be
made (a) by a majority of a quorum of directors who were not parties to such
proceeding, (b) if such quorum cannot be obtained or if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion or (c) by the stockholders of the corporation.  The Amended and Restated
Certificate of Incorporation and the By-Laws of the Registrant provide for
indemnification of its directors and officers to the fullest extent permitted by
applicable law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.  EXHIBITS.

            Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with this Registration Statement.

ITEM 9.  UNDERTAKINGS.

            (a)   The undersigned Registrant hereby undertakes:

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

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

                        (ii)  To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                        (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 undertakings set forth in paragraphs (i)
            and (ii) above do not apply if the Registration Statement is on Form
            S-3 or Form S-8 and the information required to be included in a
            post-effective amendment by those paragraphs is contained in
            periodic reports filed by the Registrant pursuant to section 13 or
            section 15(d) of the Exchange Act that are incorporated by reference
            in this Registration Statement.

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

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

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

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


                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, 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 on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 31st day of
January, 1997.

                            TITANIUM METALS CORPORATION

                            By:   /s/ Robert E. Musgraves      
                                  Robert E. Musgraves
                  
                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
      signature appears below constitutes and appoints J. Landis Martin, Joseph
      S. Compofelice, Robert E. Musgraves and J. Thomas Montgomery, Jr., and
      each of them, his true and lawful attorneys-in-fact and agents, each with
      full power of substitution and resubstitution, for him and in his name,
      place, and stead, as a director and in any and all other capacities with
      Titanium Metals Corporation (the  Company ), to execute for and on behalf
      of the undersigned the Registration Statement on Form S-1 (the
       Registration Statement ) relating to shares of Common Stock of the
      Company, and any and all amendments thereto, and any subsequent
      registration statement filed by the Company pursuant to Rule 462(b) of the
      Securities Act of 1933, as amended, which relates to this Registration
      Statement, and to deliver and file the same, with all exhibits thereto,
      and other documents in connection therewith, with the Securities and
      Exchange Commission, and with each exchange on which any class of
      securities of the Company is or is to be registered, granting unto said
      attorney-in-fact and agents, and each of them, full power and authority to
      do and perform each and every act and thing requisite or necessary to be
      done in and about the premises, as fully to all intents and purposes as he
      might or could do in person, hereby ratifying and confirming all that said
      attorneys-in-fact and agents, or any of them, or their or his substitute
      or substitutes, may lawfully do or cause to be done by virtue thereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and as of the date indicated.
     
<TABLE>
<CAPTION>

 Signature                        Title                      Date
 <S>                              <C>                        <C>


 /s/  J. LANDIS MARTIN            Chairman and Chief         January 31, 1997
                                  Executive Officer 
      J. Landis Martin
 
 /s/ JOSEPH S. COMPOFELICE        Vice President, Chief      January 31, 1997
                                  Financial Officer
     Joseph S. Compofelice
                                  
 /s/ ANDREW R. DIXEY              President, Chief           January 31, 1997
                                  Operating Officer and
     Andrew R. Dixey              Director


 /s/ EDWARD C. HUTCHESON, JR.     Director                   January 31, 1997
     Edward C. Hutcheson, Jr.

     
 /s/ GEN. THOMAS P. STAFFORD      Director                   January 31, 1997
     
     Gen. Thomas P. Stafford

 /s/ YUKIJI TADOKORO              Director                   January 31,1997
                                                
     Yukiji Tadokoro
</TABLE>

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

  Exhibit                                                         Sequentially
  Number                         Description                      Numbered Page
  <S>      <C>                                                    <C>
  4.1      Titanium Metals Corporation 1996 Non-Employee             *<F3>
           Director Compensation Plan

  5.1      Opinion of Robert E. Musgraves                            8

  23.1     Consent of Coopers & Lybrand L.L.P.                       10

  23.2     Consent of KPMG Peat Marwick LLP                          11

  23.3     Consent of Price Waterhouse LLP                           12

  23.4     Awareness Letter of Coopers & Lybrand L.L.P.              13

  24.1     Limited Powers of Attorney -- included in Part II
             of the Registration Statement


____________________
<FN>
<F3>
*     Incorporated herein by reference to the Registrant s Amendment No. 1 to
      Form S-1 Registration Statement, No. 333-2940, filed May 9, 1996.
</FN>
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "TIMET DIRECTOR COMPENSATION PLAN", "secsgml_size_bytes": 17982}]
{"company-data": {"conformed-name": "TITANIUM METALS CORP", "cik": "0001011657", "assigned-sic": "3341", "irs-number": "135630895", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21001", "film-number": "97516884"}, "business-address": {"street1": "1999 BROADWAY", "street2": "STE 4300", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032965600"}, "mail-address": {"street1": "TITANIUM METALS CORP", "street2": "1999 BROADWAY SUITE 4300", "city": "DENVER", "state": "CO", "zip": "80202"}}
As filed with the Securities and Exchange Commission on February 3, 1997

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   __________

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

                           TITANIUM METALS CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                 13-5630895
   (State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)              Identification Number)
1999 BROADWAY, SUITE 4300
                             DENVER, COLORADO  80202
               (Address of Principal Executive Offices)(Zip Code)
                                   __________

    TITANIUM METALS CORPORATION 1996 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
                            (Full title of the plan)
                                   __________

                            ROBERT E. MUSGRAVES, ESQ.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           TITANIUM METALS CORPORATION
                            1999 BROADWAY, SUITE 4300
                             DENVER, COLORADO  80202
                           TELEPHONE:  (303) 296-5600
 (Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                   COPIES TO:

                            Thomas R. Stephens, Esq.
                      Bartlit Beck Herman Palenchar & Scott
                         511 Sixteenth Street, Suite 700
                             Denver, Colorado  80202

                         CALCULATION OF REGISTRATION FEE
Title of securities    Amount to be  Proposed maximum        Proposed maximum    Amount of
to be registered       registered    price per share(1)
aggregate offering  registration fee(2)
price(1)
Common Stock,          
par value              
$.01 per share         60,100        $29.125                 $1,750,412.50       $603.59
(1)   Calculated pursuant to Rule 457(h), based on an assumed exercise price of
      $29.125  per share, which represents the average of the high and low
      prices of such securities reported in the consolidated reporting system on
      January 29, 1997.
(2)   Registration fee is calculated on the basis of 1/29 of 1% of the proposed
      maximum aggregate offering price of $1,750,412.50.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

            Information required by Part I 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
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

            The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

            (a)   The Registrant's Registration Statement on Form S-1, No. 333-
2940, filed April 2, 1996, as amended, containing audited financial statements
for the Registrant's last fiscal year, and the related consolidated statements
of operations, stockholders  equity and cash flows for each of the three fiscal
years in the period ended December 31, 1995, and the balance sheet as of March
31, 1996, and the related consolidated statements of operations, cash flows and
stockholders  equity for the three-month period ended March 31, 1996.

            (b)   All other reports filed pursuant to Section 13(a) 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 Registrant document referred to in (a)
above.

            (c)   The description of the Registrant's Common Stock contained in
the Registrant's Report on Form 8-A (File No. 001-14368), filed May 3, 1996, as
amended, pursuant to Section 12(b) of the Exchange Act, including any amendments
or reports filed for the purpose of updating such description.

            All reports and other documents subsequently filed by the Registrant
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
then offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.  Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Certain legal matters regarding the validity of the Common Stock
issuable pursuant to the Registrant s 1996 Long Term Performance Incentive Plan
(the  Plan ) and upon exercise of options granted pursuant to the Plan will be
passed upon for the Registrant by Robert E. Musgraves, Esq., Vice President,
General Counsel and Secretary of the Registrant.  Mr. Musgraves beneficially
owns 8,500 shares of Common Stock, 1,000 of which are held by Mr. Musgraves 
mother-in-law, beneficial ownership of which is disclaimed by Mr. Musgraves. 
Mr. Musgraves participates in the Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a Delaware corporation to limit the personal liability of its
directors in accordance with the provisions set forth therein.  The Amended and
Restated Certificate of Incorporation of the Registrant provides that the
personal liability of its directors shall be limited to the fullest extent
permitted by applicable law.

            Section 145 of the General Corporation Law of the State of Delaware
contains provisions permitting Delaware corporations to indemnify directors,
officers, employees or agents against expenses, including attorneys' fees,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person was or is a director, officer, employee or agent of
the corporation provided that (i) such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
corporation's best interest and (ii) in the case of a criminal proceeding such
person had no reasonable cause to believe his or her conduct was unlawful.  In
the case of actions or suits by or in the right of the corporation, no
indemnification shall be made in a case in which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
have determined 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.  Indemnification as
described above shall only be granted in a specific case upon a determination
that indemnification is proper in the circumstances because the indemnified
person has met the applicable standard of conduct.  Such determination shall be
made (a) by a majority of a quorum of directors who were not parties to such
proceeding, (b) if such quorum cannot be obtained or if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion or (c) by the stockholders of the corporation.  The Amended and Restated
Certificate of Incorporation and the By-Laws of the Registrant provide for
indemnification of its directors and officers to the fullest extent permitted by
applicable law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.  EXHIBITS.

            Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with this Registration Statement.

ITEM 9.  UNDERTAKINGS.

            (a)   The undersigned Registrant hereby undertakes:

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

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

                        (ii)  To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                        (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 undertakings set forth in paragraphs (i)
            and (ii) above do not apply if the Registration Statement is on Form
            S-3 or Form S-8 and the information required to be included in a
            post-effective amendment by those paragraphs is contained in
            periodic reports filed by the Registrant pursuant to section 13 or
            section 15(d) of the Exchange Act that are incorporated by reference
            in this Registration Statement.

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

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

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

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

                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, 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 on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 31st day of
January, 1997.

                            TITANIUM METALS CORPORATION

                            By:   /s/ Robert E. Musgraves      
                                  Robert E. Musgraves
                  
                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
      signature appears below constitutes and appoints J. Landis Martin, Joseph
      S. Compofelice, Robert E. Musgraves and J. Thomas Montgomery, Jr., and
      each of them, his true and lawful attorneys-in-fact and agents, each with
      full power of substitution and resubstitution, for him and in his name,
      place, and stead, as a director and in any and all other capacities with
      Titanium Metals Corporation (the  Company ), to execute for and on behalf
      of the undersigned the Registration Statement on Form S-1 (the
       Registration Statement ) relating to shares of Common Stock of the
      Company, and any and all amendments thereto, and any subsequent
      registration statement filed by the Company pursuant to Rule 462(b) of the
      Securities Act of 1933, as amended, which relates to this Registration
      Statement, and to deliver and file the same, with all exhibits thereto,
      and other documents in connection therewith, with the Securities and
      Exchange Commission, and with each exchange on which any class of
      securities of the Company is or is to be registered, granting unto said
      attorney-in-fact and agents, and each of them, full power and authority to
      do and perform each and every act and thing requisite or necessary to be
      done in and about the premises, as fully to all intents and purposes as he
      might or could do in person, hereby ratifying and confirming all that said
      attorneys-in-fact and agents, or any of them, or their or his substitute
      or substitutes, may lawfully do or cause to be done by virtue thereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and as of the date indicated.
Signature                        Title                      Date
/s/  J. LANDIS MARTIN            Chairman and Chief         January 31, 1997
                                  Executive Officer 
      J. Landis Martin
 
 /s/ JOSEPH S. COMPOFELICE        Vice President, Chief      January 31, 1997
                                  Financial Officer
     Joseph S. Compofelice
                                  
 /s/ ANDREW R. DIXEY              President, Chief           January 31, 1997
                                  Operating Officer and
     Andrew R. Dixey              Director

 /s/ EDWARD C. HUTCHESON, JR.     Director                   January 31, 1997
     Edward C. Hutcheson, Jr.

     
 /s/ GEN. THOMAS P. STAFFORD      Director                   January 31, 1997
     
     Gen. Thomas P. Stafford

 /s/ YUKIJI TADOKORO              Director                   January 31,1997
                                                
     Yukiji Tadokoro
INDEX TO EXHIBITS
Exhibit                                                         Sequentially
  Number                         Description                      Numbered Page
4.1      Titanium Metals Corporation 1996 Non-Employee             *
Director Compensation Plan

  5.1      Opinion of Robert E. Musgraves                            8

  23.1     Consent of Coopers & Lybrand L.L.P.                       10

  23.2     Consent of KPMG Peat Marwick LLP                          11

  23.3     Consent of Price Waterhouse LLP                           12

  23.4     Awareness Letter of Coopers & Lybrand L.L.P.              13

  24.1     Limited Powers of Attorney -- included in Part II
             of the Registration Statement

____________________
*     Incorporated herein by reference to the Registrant s Amendment No. 1 to
      Form S-1 Registration Statement, No. 333-2940, filed May 9, 1996.