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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Trc6bg7pteM8LfN34BcaobdRhCPmwxjPVqDOIdy9ZHue5/WNNDbukbn1elVbWeAk
 S1m6wTWw0pI1kLT1jT7h1g==

<SEC-DOCUMENT>0000059255-03-000011.txt : 20030311
<SEC-HEADER>0000059255-03-000011.hdr.sgml : 20030311
<ACCEPTANCE-DATETIME>20030311151210
ACCESSION NUMBER:		0000059255-03-000011
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20030307
FILED AS OF DATE:		20030311

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TITANIUM METALS CORP
		CENTRAL INDEX KEY:			0001011657
		STANDARD INDUSTRIAL CLASSIFICATION:	SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341]
		IRS NUMBER:				135630895
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14368
		FILM NUMBER:		03599382

	BUSINESS ADDRESS:	
		STREET 1:		1999 BROADWAY
		STREET 2:		STE 4300
		CITY:			DENVER
		STATE:			CO
		ZIP:			80202
		BUSINESS PHONE:		3032965600

	MAIL ADDRESS:	
		STREET 1:		TITANIUM METALS CORP
		STREET 2:		1999 BROADWAY SUITE 4300
		CITY:			DENVER
		STATE:			CO
		ZIP:			80202

REPORTING-OWNER:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VALHI INC /DE/
		CENTRAL INDEX KEY:			0000059255
		STANDARD INDUSTRIAL CLASSIFICATION:	SUGAR & CONFECTIONERY PRODUCTS [2060]
		RELATIONSHIP:				OWNER
		IRS NUMBER:				870110150
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		4

	BUSINESS ADDRESS:	
		STREET 1:		5430 LBJ FRWY
		STREET 2:		STE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
		BUSINESS PHONE:		9722331700

	MAIL ADDRESS:	
		STREET 1:		THREE LINCOLN CENTER
		STREET 2:		5430 LBJ FREEWAY SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LIBERTY LOAN CORP
		DATE OF NAME CHANGE:	19800414

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LLC CORP
		DATE OF NAME CHANGE:	19870329
</SEC-HEADER>
<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>vhi-tie30307.txt
<DESCRIPTION>VALHI FORM 4
<TEXT>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[ ] Check this box if no longer subject to Section 16.
    Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person(s)
   Valhi, Inc.,
   Three Lincoln Centre
   5430 LBJ Freeway, Suite 1700
   Dallas, TX  75240
2. Issuer Name and Ticker or Trading Symbol
   Titanium Metals Corporation (TIE)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Day/Year
   03/07/2003
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
   [ ] Director                   [X] 10% Owner
   [ ] Officer (give title below) [ ] Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
   [X] Form filed by One Reporting Person
   [ ] Form filed by More than One Reporting Person

<TABLE>
<CAPTION>
Table I   Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Security                           2)Trans-    3.Trans- 4.Securities Acquired(A)      5)Amount of    6)  7)Nature of
                                              action      action   or Disposed of (D)            Securities         Indirect
                                              Date        Code                   A               Beneficially   D   Beneficial
                                              (Month/                            or              Owned at       or  Ownership
                                              Day/Year)   Code V   Amount        D  Price        End of Month   I
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>      <C>           <C><C>          <C>            <C><C>
Common Stock $.01 par value                   03/07/03    P        500           A  $19.7500
Common Stock $.01 par value                   03/07/03    P        1,300         A  $19.9000     1,800          D  Direct
Common Stock $.01 par value                                                                      1,261,850      I  by Tremont LLC(1)

<CAPTION>
Table II (PART 1)  Derivative Securities Acquired, Disposed of, or Beneficially Owned  (Columns 1 through 6)
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative          2)Conversion    3)Trans-       4)Trans-  5)Number of Derivative            6)Date Exercisable and
Security                       or Exercise     action         action    Securities Acquired (A)           Expiration Date
                               Price of        Date           Code      or Disposed of (D)
                               Derivative
                               Security                       Code  V   A                D                Exercisable  Expiration
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>             <C>            <C>       <C>              <C>              <C>          <C>

<CAPTION>
Table II (PART 2)  Derivative Securities Acquired, Disposed of, or Beneficially Owned  (Columns 1,3 and 7 through 11)
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative          3)Trans-  7)Title and Amount                           8)Price     9)Number of   10) 11)Nature of
Security                       action    of Underlying                                of Deri-    Derivative        Indirect
                               Date      Securities                                   vative      Securities    D   Beneficial
                                                                        Amount or     Security    Beneficially  or  Ownership
                                                                        Number of                 Owned at      I
                                         Title                          Shares                    End of Month
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>       <C>                            <C>           <C>         <C>           <C> <C>

</TABLE>
Explanation of Responses:

(1)  Directly  held by  Tremont  LLC.  See  Additional  Information  below for a
     description of the relationship.

Additional Information

     Tremont LLC ("Tremont"), The Combined Master Retirement Trust (the "CMRT"),
Harold C. Simmons'  spouse,  Contran  Corporation  ("Contran")  and Valhi,  Inc.
("Valhi") are the holders of approximately  39.7%,  9.0%, 4.0%, 2.9% and 0.1% of
the outstanding common stock of the issuer. The ownership of Mr. Simmons' spouse
is based on the 1,000,000 6 5/8% Convertible  Preferred  Securities,  Beneficial
Unsecured Convertible  Securities of TIMET Capital Trust 1 (the "BUCS") that she
directly owns,  which are convertible into 133,900 shares of the issuer's common
stock.  The  ownership  of Contran  is based on the  700,000  BUCS that  Contran
directly owns,  which are convertible  into 93,730 shares of the issuer's common
stock.  The  percentage  ownership  of the  issuer's  common  stock  held by Mr.
Simmons'  spouse and Contran  assumes the full conversion of only the BUCS owned
by Mr. Simmons' spouse and Contran, respectively.

     Valhi is the direct holder of 100% of the outstanding  membership interests
of Tremont.  Valhi Group, Inc. ("VGI"),  National City Lines, Inc. ("National"),
Contran  Corporation  ("Contran"),  the Harold  Simmons  Foundation,  Inc.  (the
"Foundation"),  the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2")
and the CMRT are the direct holders of 77.6%,  9.1%,  2.6%, 1.3%, 0.4% and 0.1%,
respectively,  of the common stock of Valhi.  National,  NOA,  Inc.  ("NOA") and
Dixie Holding Company ("Dixie  Holding") are the direct holders of approximately
73.3%,  11.4% and 15.3%,  respectively,  of the outstanding common stock of VGI.
Contran  and NOA are the  direct  holders  of  approximately  85.7%  and  14.3%,
respectively, of the outstanding common stock of National. Contran and Southwest
Louisiana  Land  Company,   Inc.   ("Southwest")   are  the  direct  holders  of
approximately 49.9% and 50.1%, respectively,  of the outstanding common stock of
NOA.  Dixie Rice  Agricultural  Corporation,  Inc.  ("Dixie Rice") is the direct
holder of 100% of the outstanding common stock of Dixie Holding.  Contran is the
holder of 100% of the outstanding  common stock of Dixie Rice and  approximately
88.9% of the outstanding common stock of Southwest.

     Substantially all of Contran's  outstanding  voting stock is held by trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons  (the  "Trusts"),  of which Mr.  Simmons  is the sole  trustee.  As sole
trustee of each of the Trusts,  Mr. Simmons has the power to vote and direct the
disposition  of the shares of  Contran  stock  held by each of the  Trusts.  Mr.
Simmons, however,  disclaims beneficial ownership of any shares of Contran stock
that the Trusts hold.

     The CMRT directly holds approximately 9.0% of the outstanding shares of the
issuer's common stock and 0.1% of the outstanding  shares of Valhi common stock.
Valhi  established  the CMRT as a trust to permit the  collective  investment by
master trusts that maintain the assets of certain  employee  benefit plans Valhi
and related  companies  adopt. Mr. Simmons is the sole trustee of the CMRT and a
member  of the  trust  investment  committee  for the  CMRT.  Mr.  Simmons  is a
participant in one or more of the employee benefit plans that invest through the
CMRT.

     The Foundation  directly holds  approximately 1.3% of the outstanding Valhi
common stock. The Foundation is a tax-exempt foundation organized for charitable
purposes. Harold C. Simmons is the chairman of the board of the Foundation.

     The CDCT No. 2 directly holds  approximately  0.4% of the outstanding Valhi
common stock. U.S. Bank National  Association  serves as the trustee of the CDCT
No. 2. Contran  established  the CDCT No. 2 as an  irrevocable  "rabbi trust" to
assist Contran in meeting certain deferred compensation obligations that it owes
to Harold C. Simmons.  If the CDCT No. 2 assets are insufficient to satisfy such
obligations,  Contran is obligated to satisfy the balance of such obligations as
they come due.  Pursuant to the terms of the CDCT No. 2, Contran (i) retains the
power to vote the shares of Valhi common stock held  directly by the CDCT No. 2,
(ii)  retains  dispositive  power  over such  shares and (iii) may be deemed the
indirect beneficial owner of such shares.

     Valhi  and  Tremont  are the  direct  holders  of  63.2%  and  21.4% of the
outstanding  common  stock of NL  Industries,  Inc.  ("NL").  Valmont  Insurance
Company  ("Valmont"),  NL and a subsidiary of NL directly own 1,000,000  shares,
3,522,967  shares and  1,186,200  shares,  respectively,  of Valhi common stock.
Valhi is the direct holder of 100% of the  outstanding  common stock of Valmont.
Pursuant to Delaware  law,  Valhi  treats the shares of Valhi  common stock that
Valmont,  NL and the subsidiary of NL own as treasury stock for voting  purposes
and for the purposes of this report such shares are not deemed outstanding.

     Mr.  Harold C.  Simmons is chairman of the board of  Tremont,  Valhi,  VGI,
National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.

     By virtue of the  holding  of the  offices,  the  stock  ownership  and his
services as trustee,  all as described  above,  (a) Mr. Simmons may be deemed to
control the  entities  described  above and (b) Mr.  Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of shares of the
issuer's  equity  securities  directly  held by certain of such other  entities.
However,  Mr.  Simmons  disclaims  beneficial  ownership  of the  shares  of the
issuer's equity securities beneficially owned, directly or indirectly, by any of
such entities.

     Harold C.  Simmons'  spouse is the direct owner of 1,000,000  shares of the
BUCS (which are convertible in the aggregate into 133,900 shares of the issuer's
common stock) and 69,475 shares of NL common stock. Mr. Simmons may be deemed to
share indirect  beneficial  ownership of such shares.  Mr. Simmons disclaims all
such beneficial ownership.

     The Annette Simmons  Grandchildren's Trust (the "AS Grandchildren's Trust")
is the direct  holder of 1,560 shares of the issuer's  common  stock.  Harold C.
Simmons and his spouse are co-trustees of the AS  Grandchildren's  Trust. The AS
Grandchildren's  Trust benefits the  grandchildren of Mr. Simmons'  spouse.  Mr.
Simmons,  as  co-trustee  of the  Trust,  has the power to vote and  direct  the
disposition  of the shares of the issuer's  common stock the AS  Grandchildren's
Trust holds.  Mr. Simmons  disclaims  beneficial  ownership of any shares of the
issuer's common stock that the AS Grandchildren's Trust holds.



SIGNATURE OF REPORTING PERSON
/S/ Andrew Louis
- -----------------------
Andrew Louis, Secretary
For: Valhi, Inc.
DATE 03/11/03


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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