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
   02/21/2003
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 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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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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TIMET Capital Trust I Conv.    (1)             02/21/03       P         700,000                           (2)          12/01/26
Pref. (1)


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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TIMET Capital Trust I Conv.    02/21/03  Common Stock $.01 par value    937,300       $15.0000    700,000       D   Direct
Pref. (1)


Explanation of Responses:

(1)  The  6-5/8%  Convertible   Preferred   Securities,   Beneficial   Unsecured
     Convertible  Securities of TIMET Capital Trust I conversion  ratio is 1 for
     1.339 shares of common stock of the issuer.
(2)  Exercisable immediately.

- -    Additional Information

Tremont LLC  ("Tremont"),  The Combined  Master  Retirement  Trust (the "CMRT"),
Harold C. Simmons' spouse and Contran Corporation ("Contran") are the holders of
approximately  39.6%, 9.0%, 4.0% and 2.9% 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 1,339,000  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
937,300 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,  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%, 2.2%, 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 1.4% 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.

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 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 1,000,000  shares of the BUCS
(which are  convertible in the aggregate  into 1,339,000  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 15,600  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
By:  /s/Andrew Louis, Secretary
     ----------------------------------------
     Andrew Louis, Secretary
     For: Contran Corporation
DATE 02/25/03