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)
   Contran Corporation
   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
   02/04/2003
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)
   [ ] Form filed by One Reporting Person
   [X] Form filed by More than One Reporting Person



Table I   Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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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
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Common Stock $.01 par value                   02/04/03    J (1)    100           A  $1.8200
Common Stock $.01 par value                   02/04/03    J (1)    2,000         A  $1.8400
Common Stock $.01 par value                   02/04/03    J (1)    3,200         A  $1.8900      12,598,005     I  by Tremont (2)


Table II (PART 1)  Derivative Securities Acquired, Disposed of, or Beneficially Owned  (Columns 1 through 6)
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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
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Table II (PART 2)  Derivative Securities Acquired, Disposed of, or Beneficially Owned  (Columns 1,3 and 7 through 11)
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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
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Explanation of Responses:


(1)  Open Market  purchase by Tremont  Corporation.  See Additional  Information
     below for a description of the relationship.

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


Additional Reporting Persons joining in this filing with Contran Corporation as
the designated filer (collectively, the "Additional Reporting Persons"):

Valhi, Inc.
Valhi Group, Inc.
National City Lines, Inc.
NOA, Inc.
Dixie Holding Company
Southwest Louisiana Land Company, Inc.
Dixie Rice Agricultural Corporation, Inc.



/s/ Robert D. Graham
    -----------------
Robert D. Graham, as Vice President of each of the
Additional Reporting Persons
Date:  2/6/03


Additional Information

     Tremont Corporation ("Tremont"),  The Combined Master Retirement Trust (the
"CMRT") and Harold Simmons' spouse are the holders of approximately  39.6%, 9.0%
and 3.6% of the  outstanding  common stock of the issuer.  The  ownership of Mr.
Simmons' spouse is based on the 900,000 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 1,205,100 shares of
the issuer's common stock. The percentage ownership of the issuer's common stock
held by Mr. Simmons' spouse assumes the full conversion of only her BUCS.

     Tremont Group,  Inc.  ("TGI"),  NL Industries,  Inc. ("NL") and Valhi, Inc.
("Valhi")  are the  direct  holders  of  approximately  80.0%,  0.1%  and  0.1%,
respectively,  of the outstanding  shares of Tremont common stock.  Valhi and NL
are the  direct  holders  of 80.0% and 20.0%,  respectively  of the  outstanding
common stock of TGI. Valhi and Tremont are the direct  holders of  approximately
63.2% and 21.4%,  respectively,  of the  outstanding  common  stock of NL. 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 80.6%, 9.5%, 2.1%, 1.4%, 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 1.4% 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.

     Valmont Insurance  Company  ("Valmont") and a subsidiary of NL directly own
1,000,000  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 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 TGI,  NL,  Valhi,  VGI,
National,  NOA, Dixie Holding,  Dixie Rice, Southwest and Contran and a director
of Tremont.

     By virtue of the  holding  of the  offices,  the  stock  ownership  and his
service 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 900,000 shares of the BUCS
(which are  convertible in the aggregate  into 1,205,100  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.

     Tremont and Valhi have  entered into a merger  agreement  pursuant to which
Tremont  would  merge  into a wholly  owned  subsidiary  of Valhi.  As a result,
Tremont  would become a wholly owned  subsidiary  of Valhi and  stockholders  of
Tremont,  other than Valhi and TGI,  would receive  shares of Valhi common stock
(and cash in lieu of fractional  shares).  The merger is subject to  stockholder
approval and certain other conditions.

     Valhi and TGI have  entered into a merger  agreement  pursuant to which TGI
would merge into a wholly  owned  subsidiary  of Valhi.  As a result,  TGI would
become a wholly owned  subsidiary of Valhi and NL would receive  shares of Valhi
common stock.



SIGNATURE OF REPORTING PERSON
/S/ Robert D. Graham, Vice President
    --------------------------------
    For: Contran Corporation
DATE 02/06/03