SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CONTRAN CORP (Last) (First) (Middle) 5430 LBJ FRWY SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TITANIUM METALS CORP [ TIE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/01/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. 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
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share								6,309,250(1)	I	by Tremont(2)
Common Stock, par value $0.01 per share								176,000(1)	I	by Valhi(3)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
TIMET Capital Trust I Convertible Preferred Securities(4)	$0(5)	09/01/2004		J(6)			14,700(6)(6)	(7)	12/01/2026	Common stock, $0.01 par value per share	9,842	(6)	0	I	by Valhi(3)
6 3/4% Series A Convertible Preferred Stock	$0.00(8)	09/01/2004		J(6)		14,700(6)		(7)	(9)	Common stock, $0.01 par value per share	24,500	(6)	14,700	I	by Valhi(3)

1. Name and Address of Reporting Person* CONTRAN CORP (Last) (First) (Middle) 5430 LBJ FRWY SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VALHI INC /DE/ (Last) (First) (Middle) 5430 LBJ FRWY STE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NATIONAL CITY LINES INC (Last) (First) (Middle) 5430 LBJ FREEWAY SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TREMONT LLC (Last) (First) (Middle) 5430 LBJ FREEWAY SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DIXIE RICE AGRICULTURE CORP INC (Last) (First) (Middle) 5430 LBJ FREEWAY SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NOA INC (Last) (First) (Middle) 5430 LBJ FREEWAY SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SOUTHWEST LOUISIANA LAND CO INC (Last) (First) (Middle) 5430 LBJ FREEWAY SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VALHI GROUP INC (Last) (First) (Middle) 5430 LBJ FREEWAY SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SIMMONS HAROLD C (Last) (First) (Middle) THREE LINCOLN CENTRE 5430 LBJ FREEWAY STE 1700 (Street) DALLAS TX 75240-2697 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Vice Chairman

1. Name and Address of Reporting Person* Simmons Annette C (Last) (First) (Middle) 5430 LBJ FREEWAY. SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On August 26, 2004, the issuer effected a 5-for-1 stock split of its common stock, par value $0.01 per share ("Common Stock").

2. Directly held by Tremont LLC. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.

3. Directly held by Valhi, Inc. ("Valhi"). See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.

4. 6 5/8% Convertible Preferred Securities, Beneficial Unsecured Convertible Securities, liquidation preference $50 per security, which represent undivided beneficial ownership interests in the assets of TIMET Capital Trust I, a Delaware statutory business trust ("BUCS").

5. The BUCs are convertible into Common Stock at a rate of one BUC for 0.6695 of a share of Common Stock.

6. Valhi disposed of 14,700 BUCs in exchange for 14,700 shares of 6 3/4% Series A Convertible Preferred Stock, par value $0.01 per share, of the issuer (the "Series A Preferred Stock") in an issuer exchange offer (the "Exchange Offer").

7. Exercisable immediately.

8. The Series A Preferred Stock is convertible into shares of Common Stock at a rate of one share of Series A Preferred Stock for one and two-thirds shares of Common Stock.

9. Not applicable.

Remarks:

On September 1, 2004, Annette C. Simmons disposed of 1,600,000 BUCS (convertible into 1,071,200 shares of Common Stock) in exchange for 1,600,000 shares of Series A Preferred Stock (convertible into 2,666,666 shares of Common Stock) in the Exchange Offer. See the other footnotes in this statement for further details regarding the BUCS and the Series A Preferred Stock. Harold C. Simmons, a director and officer of the issuer, may be deemed to be the indirect beneficial owner of securities owned by his spouse, Annette C. Simmons, and, as a result of the relationships described in the Additional Information filed as Exhibit 99 to this statement, Valhi. The issuer's board of directors approved participation in the Exchange Offer by Mr. Simmons and other officers and directors of the issuer pursuant to the requirements of Rule 16b-3(d) and (e) promulgated under the Securities Exchange Act of 1934. This form is also filed on behalf of Dixie Holding Company, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 By: /s/ A. Andrew R. Louis, Secretary (executed 09/03/04). EXHIBIT INDEX 99 Additional Information See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.

	A. Andrew R. Louis, Secretary for Tremont LLC	09/03/2004
	A. Andrew R. Louis, Secretary for Valhi, Inc.	09/03/2004
	A. Andrew R. Louis, Secretary for Valhi Group, Inc.	09/03/2004
	A. Andrew R. Louis, Secretary for National City Lines, Inc.	09/03/2004
	A. Andrew R. Louis, Secretary for NOA, Inc.	09/03/2004
	A. Andrew R. Louis, Attorney-in-Fact for Annette C. Simmons	09/03/2004
	A. Andrew R. Louis, Secretary for Dixie Rice Agricultural Corporation, Inc.	09/03/2004
	A. Andrew R. Louis, Secretary for Southwest Louisiana Land Company, Inc.	09/03/2004
	A. Andrew R. Louis, Attorney-in-Fact for Harold C. Simmons	09/03/2004
	A. Andrew R. Louis, Secretary for Contran Corporation	09/03/2004
	** Signature of Reporting Person	Date
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