Edgar Filing: RTI INTERNATIONAL METALS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ODLE JOHN H

2. Issuer Name and Ticker or Trading Symbol
RTI INTERNATIONAL METALS INC [RTI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive VIce President

(Last)

(First)

(Middle)

1000 WARREN AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2005

(Street)

NILES, OH 44446

4. If Amendment, Date Original Filed(Month/Day/Year)
02/08/2005

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/04/2005		S		1,000 ⁽¹⁾	D	$ 24.25	116,189	D
Common Stock	02/04/2005		S		1,000 ⁽¹⁾	D	$ 24.4	115,189	D
Common Stock	02/04/2005		S		700 ⁽¹⁾	D	$ 24.15	114,489	D
Common Stock	02/04/2005		S		500 ⁽¹⁾	D	$ 24.34	113,989	D
Common Stock	02/04/2005		S		500 ⁽¹⁾	D	$ 24.23	113,489	D
Common Stock	02/04/2005		S		500 ⁽¹⁾	D	$ 24.2	112,989	D
Common Stock	02/04/2005		S		500 ⁽¹⁾	D	$ 24.06	112,489	D
Common Stock	02/04/2005		S		500 ⁽¹⁾	D	$ 24.1	111,989	D
Common Stock	02/04/2005		S		500 ⁽¹⁾	D	$ 24.1	111,489	D
Common Stock	02/04/2005		S		500 ⁽¹⁾	D	$ 24.3	110,989	D
Common Stock	02/04/2005		S		500 ⁽¹⁾	D	$ 24.17	110,489	D
Common Stock	02/04/2005		S		500 ⁽¹⁾	D	$ 24.1	109,989	D
Common Stock	02/04/2005		S		500 ⁽¹⁾	D	$ 24.05	109,489	D
Common Stock	02/04/2005		S		500 ⁽¹⁾	D	$ 24.18	108,989	D
Common Stock	02/04/2005		S		1,000 ⁽¹⁾	D	$ 24.2	107,989	D
Common Stock	02/04/2005		S		1,000 ⁽¹⁾	D	$ 24.21	106,989	D
Common Stock								92	I	401(k) Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ODLE JOHN H 1000 WARREN AVENUE NILES, OH 44446	X		Executive VIce President

Signatures

John H. Odle by Dawne S. Hickton, Attorney-in-Fact		02/11/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Mr. Odle sold a total of 10,200 shares of common stock on February 4, 2005. This amendment is being filed to correct the reporting of such transaction which was improperly reported on Form 4 filed on February 8, 2005 (the "Original Report"). The Original Report mistakenly reported an exercise of a stock option for 10,200 shares of common stock. No such exercise has occurred. The number of shares reported in Column 5 of Table I are hereby amended to show the correct number of shares of common stock held following each sale previously reported on the Original Report.

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