UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 14D-9
          Solicitation/Recommendation Statement under Section 14(d)(4)
                     of the Securities Exchange Act of 1934
                                (Amendment No. 1)

                           Titanium Metals Corporation
                            (Name of Subject Company)

                           Titanium Metals Corporation
                       (Names of Persons Filing Statement)

         65/8% Convertible Preferred Securities of TIMET Capital Trust I
    Convertible Preferred Securities Guarantee of Titanium Metals Corporation
                         (Title of Class of Securities)

                             887381408 and 887381309
                      (CUSIP Number of Class of Securities)

                                J. Landis Martin
                Chairman of the Board and Chief Executive Officer
                           Titanium Metals Corporation
                            1999 Broadway, Suite 4300
                                Denver, CO 80202
                                  303-296-5600
                 (Name, address, and telephone numbers of person
                        authorized to receive notices and
                 communications on behalf of the persons filing
                                   statement)

                                 With Copies to:

                               Thomas R. Stephens
                      Bartlit Beck Herman Palenchar & Scott
                                  1899 Wynkoop
                                    8th Floor
                                Denver, CO 80202
                                  303-592-3100

   __ Check the box if the filing relates solely to preliminary communications
                 made before the commencement of a tender offer.






This   Amendment   No.   1   amends   and   supplements   the   Schedule   14d-9
Solicitation/Recommendation  Statement under Section  14(d)(4) of the Securities
Exchange  Act of 1934 filed on May 7, 2003 (the  "Schedule  14d-9") by  Titanium
Metals Corporation,  a Delaware Corporation  ("TIMET"),  relating to an offer by
Valhi,  Inc. to purchase up to 1,000,000 6?% Convertible  Preferred  Securities,
Beneficial  Unsecured  Convertible  Securities,  liquidation  preference $50 per
security (the  "Securities"),  which represent  undivided  beneficial  ownership
interests in the assets of TIMET Capital Trust I, a Delaware  statutory business
trust (the  "Trust"),  at a purchase  price of $10.00 per  Security,  net to the
seller in cash,  upon the terms and subject to the  conditions  set forth in the
Offer to Purchase  dated May 5, 2003 and in the related  Letter of  Transmittal,
together with any amendments or supplements thereto.  Capitalized terms used and
not  otherwise  defined  herein shall have the meanings  assigned to them in the
Offer to Purchase or the Schedule TO.

Item 1. Subject Company Information.

Item 1 of the Schedule 14d-9 is amended to add the following:

As of May 7, 2003,  3,180,182  shares of TIMET's  common stock,  $.01 par value,
were  outstanding,  as reported in TIMET's Quarterly Report on Form 10-Q for the
quarter  ended  March  31,  2003,  as filed  with the  Securities  and  Exchange
Commission.

Item 4. The Solicitation or Recommendation.

Item 4 of the Schedule 14d-9 is amended to add the following:

TIMET did not, nor did the Trust,  prepare any  valuations of the  Securities in
connection with the Offer, and neither of them received any third-party  reports
related to the Offer.

The decision that TIMET would not make a recommendation with regard to the Offer
was made by the non-employee  directors that were not related to Valhi.  Because
TIMET's  obligations  under the terms of the Securities will not be altered as a
result of the Offer, such directors did not believe that TIMET had any conflicts
of interest in connection with the Offer.


                                    SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.



                                 /s/ Joan H. Prusse
                                 ------------------
                                 (Signature)
                                 Joan H. Prusse
                                 Vice President, General Counsel and Secretary

May 23, 2003

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