SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

 X   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
---  ACT OF 1934

                   For the fiscal year ended December 31, 2003
                                             -----------------

                                       OR

     TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
---  EXCHANGE ACT OF 1934

                         Commission file number 0-28538
                                                -------

                           Titanium Metals Corporation
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                     13-5630895
------------------------------------             -------------------------------
   (State or other jurisdiction of                       (IRS Employer
   incorporation or organization)                      Identification No.)

                1999 Broadway, Suite 4300, Denver, Colorado 80202
             -------------------------------------------------------
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (303) 296-5600
                                                           --------------

           Securities registered pursuant to Section 12(b) of the Act:

     Title of each class            Name of Each Exchange on Which Registered
----------------------------      ----------------------------------------------
        Common Stock                        New York Stock Exchange
 ($.01 par value per share)

        Securities registered pursuant to Section 12(g) of the Act: None
                                                                    ----

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes X  No
                         ---   ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K  X
          ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes    No X
                                        ---   ---

As of June 30,  2003,  3,192,182  shares of common stock were  outstanding.  The
aggregate  market  value  of the  1,479,967  shares  of  voting  stock  held  by
nonaffiliates of Titanium Metals  Corporation as of such date approximated $47.5
million.  No shares of non-voting stock were held by nonaffiliates.  As of March
2, 2004, 3,179,602 shares of common stock were outstanding.

                      Documents incorporated by reference:
None.


<PAGE>

                                EXPLANATORY NOTE

     This Amendment No. 1 on Form 10-K/A is an amendment to the Titanium  Metals
Corporation  (the  "Company"  or "TIMET")  Annual  Report on Form 10-K  ("Annual
Report")  for the year ended  December  31,  2003.  The sole purpose of the Form
10-K/A is to file all information  required by Part III. The Company anticipated
that this information would be incorporated by reference from TIMET's definitive
proxy  statement  relating  to its 2004  annual  meeting.  The  Company  filed a
preliminary proxy statement with the Securities and Exchange  Commission ("SEC")
on April 5, 2004,  and the SEC is  reviewing  the  Company's  preliminary  proxy
statement.  As a  result,  TIMET  currently  expects  that it  will  not be in a
position to file its definitive  proxy statement  within 120 days of fiscal year
end. Except for this revision,  no other changes have been made to the Company's
Annual  Report for the year ended  December 31, 2003 filed with the SEC on March
4,  2004.   This  Form  10-K/A  does  not  update  any  disclosures  to  reflect
developments since the original filing date.

                                        1

<PAGE>


                                    PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Directors.  Set forth below is certain information  relating to the current
members of the Board of  Directors  of the  Company,  provided to the Company by
each  respective  member.  See also ITEM 13: CERTAIN  RELATIONSHIPS  AND RELATED
TRANSACTIONS below.

     Norman N. Green,  69, has been a director of TIMET since 2002. In 1997, Mr.
Green  became an original  director and one of the  principal  investors in Sage
Telecom,  a private,  full service  local and long  distance  telecommunications
company  operating  in several  southern  states.  Prior to this,  Mr. Green was
active in commercial real estate investment, development and management for over
40 years.  Until 1995,  Mr. Green was Chairman and sole owner of Stewart,  Green
Properties  Ltd., which owned a group of private  companies  specializing in the
development  and  management of major  shopping  centers in Canada and the U.S.,
operating  approximately 5 million square feet of commercial  real estate.  From
1979 until 1990,  Mr.  Green was a co-owner of the  Atlanta  Flames,  a National
Hockey League  franchise (the team later became the Calgary  Flames).  From 1990
until 1996, Mr. Green was the sole owner of the Minnesota  North Stars (the team
later became the Dallas  Stars).  He  continues to serve as a consultant  to the
Dallas  Stars  organization.  Teams  owned by Mr.  Green went to the Stanley Cup
Finals  several  times  during  Mr.  Green's  tenure  and  won the  Stanley  Cup
Championships  in 1989 and 1999.  Mr. Green was a member of the National  Hockey
League Board of  Governors  from 1979 to 1996,  serving on all of its  strategic
committees. He is a member of the executive committee of the board for the Edwin
L. Cox School of Business at Southern  Methodist  University and has been active
in philanthropic and community  service  activities for over 30 years. Mr. Green
is a member of TIMET's  Management  Development and Compensation  Committee (the
"Compensation  Committee"),  the  Nominations  Committee,  and the  Pension  and
Employee Benefits Committee (the "Pension Committee").

     Gary C.  Hutchison,  M.D.,  68, has been a director of TIMET since  October
2003.  Since  1968,  Dr.  Hutchison  has  practiced   neurological   surgery  at
Presbyterian  Hospital in Dallas.  Dr. Hutchison is a graduate of the University
of Texas Southwestern Medical School in Dallas. He interned at the University of
Oklahoma and received his neurosurgical  residency training at the University of
Texas Southwestern Medical School and Parkland Memorial Hospital, as well as the
National Hospital for Nervous Disease in London, England. Dr. Hutchison has been
board  certified by the American Board of  Neurological  Surgery since 1969. Dr.
Hutchison has served on various  health and medical boards and committees and is
currently  a member of the Board of Trustees of Texas  Health  Resources,  Inc.,
Chairman of the  Strategic  Planning and  Development  Committee of Texas Health
Resources,  Inc.,  member of the Governance  and  Nominating  Committee of Texas
Health  Resources,  Inc.,  Vice  Chairman of the Board of Trustees  Presbyterian
Hospital of Dallas and  Associate  Clinical  Professor  of  Neurosurgery  at the
University of Texas Health Science  Center in Dallas.  Dr.  Hutchison  serves as
Chair of the Compensation Committee,  Chair of the Nominations Committee,  and a
member of the Audit Committee.

                                        2

<PAGE>


     J. Landis  Martin,  58, has been Chairman of the Board of TIMET since 1987,
Chief Executive  Officer of TIMET since 1995 and President from 1995 to 1996 and
since 2000.  Mr. Martin  served as Chairman of the Board of Tremont  Corporation
from 1990, as Chief Executive Officer and a director of Tremont Corporation from
1988 and as President of Tremont  Corporation  from 1987 (except for a period in
1990), each until Tremont Corporation, through a series of transactions,  merged
into Tremont LLC in 2003 (the "Tremont Merger").  Until his resignation in 2003,
Mr. Martin served from 1987 as President and Chief Executive  Officer,  and from
1986 as a director of NL Industries,  Inc.  ("NL"),  a manufacturer  of titanium
dioxide  pigments.  NL may be deemed to be an affiliate of TIMET.  Mr. Martin is
also a director of  Halliburton  Company,  Apartment  Investment  and Management
Company,  and Trico  Marine  Services  Inc.  and a  director  and  non-executive
chairman of Crown Castle International Corporation.

     Albert W. Niemi,  Jr., Ph.D.,  61, has been a director of TIMET since 2001.
Dr.  Niemi  is the Dean of the  Edwin L. Cox  School  of  Business  at  Southern
Methodist  University,  where he also  holds  the  Tolleson  Chair  in  Business
Leadership. Before joining SMU, Dr. Niemi served as Dean of the Terry College of
Business at the University of Georgia from 1982 to 1996. Dr. Niemi graduated cum
laude from  Stonehill  College with an A.B. in economics  and earned an M.A. and
Ph.D. in economics from the University of Connecticut.  Dr. Niemi is a member of
the Business  Accreditation  Committee of the  American  Assembly of  Collegiate
Schools of Business  and has chaired or served as a member on the  accreditation
review teams to more than 20 universities.  Dr. Niemi recently  completed a term
on  the  Board  of  Governors  of  the  American   Association   of   University
Administrators and is currently on the Board of Beta Gamma Sigma. Dr. Niemi also
serves on the boards of Mayer Electric Supply Company and Bank of Texas,  and on
the Advisory Board of TXU Dallas.  Dr. Niemi is Chair of TIMET's Audit Committee
and a member of the Compensation Committee and the Pension Committee.

     Glenn R. Simmons,  76, has been a director of TIMET since 1999. Mr. Simmons
is Chairman of the Board of Keystone Consolidated Industries, Inc. ("Keystone"),
a steel  fabricated wire products,  industrial wire and carbon steel rod company
(Keystone  filed a  petition  under  Chapter 11 of the U.S.  Bankruptcy  Code in
2004),  and CompX  International  Inc.  ("CompX"),  a manufacturer  of ergonomic
computer support systems,  precision ball bearing slides and security  products.
CompX is a majority-owned,  indirect subsidiary of Valhi, Inc. ("Valhi").  Valhi
is a diversified holding company, engaged in the manufacture of titanium dioxide
pigments (through its majority interest in Kronos  Worldwide,  Inc.  ("Kronos"))
and component products (through its majority interest in CompX) and also engaged
in waste management. Since 1987, Mr. Simmons has been Vice Chairman of the Board
of Valhi, of Tremont LLC and of Contran Corporation  ("Contran"),  a diversified
holding  company.  Mr. Simmons has been an executive  officer and/or director of
various companies related to Valhi and Contran since 1969. Mr. Simmons is also a
director of NL and Kronos, and served as a director of Tremont Corporation until
the Tremont Merger in 2003.  Keystone,  Valhi, Tremont LLC, Kronos and CompX may
be  deemed  to be  affiliates  of  TIMET.  See  note (3) to the  table  Security
Ownership of TIMET in ITEM 12: SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER  MATTERS. Mr. Simmons is Chair of TIMET's
Pension Committee. Mr. Simmons is a brother of Harold C. Simmons.

     Steven L. Watson,  53, has been a director of TIMET since 2000.  Mr. Watson
has been President and a director of Valhi and Contran since 1998 and has served
as an executive officer and/or director of Valhi,  Contran and various companies
related to Valhi and Contran since 1980.  Mr. Watson also serves on the board of
directors of NL, CompX,  Kronos and Keystone and served as a director of Tremont
Corporation until the Tremont Merger in 2003.

                                        3

<PAGE>

     Paul J. Zucconi,  63, has been a director of TIMET since 2002. In 2001, Mr.
Zucconi  retired  after 33 years at KPMG LLP where he was most recently an audit
partner.  Mr. Zucconi is a member of the American  Institute of Certified Public
Accountants ("AICPA") and is involved in developing the professional development
courses for the AICPA.  Mr.  Zucconi also serves on the Board of  Directors  and
Audit  Committee of  Torchmark  Corporation,  a major life and health  insurance
company,  and the Board of Directors of the National Kidney  Foundation of North
Texas, Inc. Mr. Zucconi is a member of the Audit Committee.

     Audit Committee.  The responsibilities and authority of the Audit Committee
include,  among other things,  providing oversight with respect to the integrity
of the Company's financial  statements,  the Company's compliance with legal and
regulatory   requirements,   the  independent   auditor's   qualifications   and
independence  and the  performance  of the Company's  internal  audit  function;
retaining the  Company's  independent  auditor,  overseeing  the external  audit
function and approving all fees relating to the Company's  independent  auditor;
reviewing  with the  independent  auditor  the scope and  results  of the annual
auditing  engagement and the system of internal accounting  controls,  reviewing
the Company's Annual Report on Form 10-K, including annual financial statements,
reviewing  and  discussing  with  management  the  Company's  interim  financial
statements and directing and supervising special audit inquiries.  The Company's
Board  of  Directors  has  adopted  a  revised  written  charter  for the  Audit
Committee,  a copy of which will be posted on TIMET's  website at  www.timet.com
prior to the 2004 annual meeting of TIMET in accordance  with  applicable  rules
and  regulations.  The  current  members of the Audit  Committee  are Dr.  Niemi
(Chair),  Dr.  Hutchison,  and Mr.  Zucconi.  Mr. Zucconi is the Audit Committee
"financial expert" as such term is defined in Item 401(b) of Regulation S-K. The
Company  believes that each of the members of the Audit Committee is independent
in accordance with applicable rules and regulations. The Audit Committee held 10
meetings in 2003. See Item 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES below.

     The Nominations Committee will consider  recommendations by stockholders of
the Company with  respect to the  election of directors if such  recommendations
are  submitted in writing to the Secretary of the Company and received not later
than December 31 of the year prior to the next annual  meeting of  stockholders.
The Nominations  Committee has not adopted any formal policy  regarding  minimal
qualifications of recommended  nominees,  but considers the criteria approved by
the Board of Directors from time to time.

     Executive officers.  Set forth below is certain information relating to the
current executive officers of the Company. Biographical information with respect
to J. Landis  Martin is set forth  under  "Directors"  above.  See also ITEM 13:
CERTAIN RELATIONSHIPS AND RELATED TRANSACTION below.

Name                 Age   Position(s)
----                 ---   -----------

J. Landis Martin      58   Chairman of the Board, President and Chief Executive
                           Officer

Christian Leonhard    58   Chief Operating Officer - Europe

Robert E. Musgraves   49   Chief Operating Officer - North America

     Christian Leonhard,  58, served as Executive Vice  President-Operations  of
TIMET from 2000 to 2002 when he became  Chief  Operating  Officer - Europe.  Mr.
Leonhard  joined  TIMET  in 1988 as  General  Manager  of TIMET  France.  He was
promoted  to  President  of  TIMET  Savoie  S.A.  ("TIMET  Savoie")  in 1996 and
President of European Operations in 1997.

                                        4

<PAGE>


     Robert E.  Musgraves,  49,  has served as Chief  Operating  Officer - North
America since 2002.  Mr.  Musgraves  served as Executive Vice President of TIMET
from 2000 to 2002 and served as General Counsel from 1990 to 2002. Mr. Musgraves
was Vice  President  from 1990 to 2000 and Secretary of TIMET from 1991 to 2000.
Mr.   Musgraves  also  served  as  General  Counsel  and  Secretary  of  Tremont
Corporation  from 1993 and as Vice  President of Tremont  Corporation  from 1994
until the Tremont Merger in 2003.

     Section 16(a) beneficial ownership reporting  compliance.  Section 16(a) of
the  Securities  Exchange  Act of 1934,  as amended  ("Exchange  Act")  requires
TIMET's  executive  officers,  directors,  and persons who own beneficially more
than 10% of a registered  class of TIMET's equity  securities to file reports of
ownership  and changes in  ownership  with the SEC and TIMET.  Based solely on a
review of copies of the Section  16(a)  reports  furnished  to TIMET and written
representations by certain reporting persons, TIMET believes that all of TIMET's
executive officers,  directors and greater than 10% beneficial owners filed on a
timely  basis all reports  required  during and with  respect to the fiscal year
ended December 31, 2003.

     Corporate  governance.  Since the passage of the Sarbanes-Oxley Act of 2002
and the  adoption of new  corporate  governance  standards by the New York Stock
Exchange  ("NYSE"),  TIMET has  developed and continues to evaluate new policies
and  procedures  regarding  corporate  governance.  TIMET is in the  process  of
adopting a code of ethics that will be  applicable  to the  Company's  principal
executive officer,  principal financial officer and principal accounting officer
or controller. This code of ethics will be adopted and become effective prior to
TIMET's 2004 annual  meeting of  stockholders.  TIMET is currently  updating its
website,  www.timet.com,  to add a  corporate  governance  section  (within  the
investor information section of the website) detailing many of its new policies.
TIMET  expects the website to be  complete  prior to the 2004 annual  meeting of
stockholders.  The corporate  governance section of TIMET's website will include
TIMET's  Corporate  Governance  Policies,  Code of  Business  Conduct and Ethics
applicable to all of TIMET's  officers and employees,  including  those officers
identified  above,  and charters for the  committees  of the Board of Directors.
TIMET's  policies and practices  will reflect  governance  initiatives  that are
compliant with the corporate governance requirements of the NYSE and the SEC and
are currently expected to include the following:

     o    The  Board  of  Directors  has  adopted  clear  corporate   governance
          policies;
     o    A majority of the Board of Directors is independent from TIMET and its
          management;
     o    All  members  of  the  Audit  Committee,  Compensation  Committee  and
          Nominations Committee are independent from TIMET and its management;
     o    Independent  members  of  the  Board  have  the  opportunity  to  meet
          regularly without the presence of management, either through committee
          meetings or otherwise;
     o    TIMET has an anonymous  hotline  available to all  employees to submit
          complaints on accounting,  internal control or auditing matters to the
          Audit Committee; and
     o    All officers and  employees of TIMET are required to act  ethically at
          all times and in accordance with the policies  comprising TIMET's Code
          of Business Conduct and Ethics.


ITEM 11: EXECUTIVE COMPENSATION

     Summary of cash and certain other compensation of executive  officers.  The
following table and accompanying notes set forth certain  information  regarding
the compensation earned, paid or accrued by TIMET to (i) TIMET's Chief Executive
Officer and (ii) TIMET's other executive  officers serving as executive officers
at the end of the last completed fiscal year, in each case for services rendered
during each of the fiscal years 2003,  2002 and 2001  (regardless of the year in
which actually paid).

<TABLE>

                        SUMMARY COMPENSATION TABLE (1)(2)
                                                                                                  All other
                                                                   Annual compensation           compensation (5)
                                                                   -------------------           ------------
                                                                              Other annual
Name and principal position        Year        Salary (3)        Bonus (4)    compensation (4)
---------------------------        ----        ------            -----       ------------
<S>                                <C>        <C>             <C>                  <C>             <C>
Executive Officers
J. Landis Martin                   2003       $ 250,000           ---              ---             $ 20,905
Chairman of the Board,             2002       $ 500,000           ---              131             $ 19,491
  Chief Executive Officer          2001       $ 500,000       $1,000,000           ---             $ 20,493
  and President

Christian Leonhard (6)(7)          2003       $ 250,446           ---              ---             $ 77,115
Chief Operating Officer -          2002       $ 250,000       $   30,000           ---             $ 42,948
  Europe                           2001       $ 250,000       $  135,000           ---             $ 47,745

Robert E. Musgraves (6)            2003       $ 225,000       $   80,000(8)        ---             $ 15,488
Chief Operating Officer -          2002       $ 250,000       $  110,000           ---             $ 15,521
  North America                    2001       $ 250,000       $  330,000           ---             $ 14,941
------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)  Columns  required  by the  regulations  of the SEC that  would  contain  no
     entries have been omitted.

(2)  J. Landis Martin and Robert E. Musgraves also served as executive  officers
     of Tremont  Corporation  for a portion of 2003 prior to the Tremont  Merger
     and during each of 2002 and 2001. The amounts shown as salary and bonus for
     Mr.  Martin and Mr.  Musgraves  represent the full amount paid by TIMET for
     services  rendered  by such  persons  on behalf of both  TIMET and  Tremont
     Corporation  during  2003,  2002 and 2001.  Pursuant  to an  intercorporate
     services  agreement,  for that  portion  of 2003  that Mr.  Martin  and Mr.
     Musgraves  performed services for Tremont  Corporation and for each of 2002
     and 2001,  Tremont  Corporation  was  obligated  to  reimburse  TIMET for a
     portion  (approximately  10% in 2002 and  2001)  of the  TIMET  salary  and
     regular bonus of each of Mr. Martin and Mr. Musgraves,  and a proportionate
     share of  applicable  estimated  fringe  benefits and overhead  expense for
     each, as follows:

<TABLE>

                                              Year          Martin        Musgraves
                                              ----          ------        ---------
<S>                                           <C>           <C>             <C>
                                              2003          $ 7,500         $ 9,150
                                              2002         $ 60,000        $ 33,600
                                              2001         $ 60,000        $ 45,600

</TABLE>

(3)  Effective  January 1, 2003,  Mr.  Martin,  Mr.  Leonhard and Mr.  Musgraves
     voluntarily  reduced  their  salaries  (from  $500,000 to $250,000  for Mr.
     Martin and from $250,000 to $225,000 for Mr.  Leonhard and Mr.  Musgraves).
     In February 2004, the Compensation Committee approved a proposal to restore
     these salaries to their pre-reduction levels after the Company has reported
     positive  quarterly net income for two consecutive  quarters  commencing in
     2004.  Following his  relocation to Europe in July 2003,  Mr.  Leonhard was
     paid in euros at a rate of 236,250 euros per year.  The amount  included as
     salary  for Mr.  Leonhard  during  this  portion of 2003 was  converted  to
     dollars at an exchange  rate of (euro)1 = $1.17 (the average  exchange rate
     for such period).

(4)  Under TIMET's  variable  incentive  compensation  plan (the  "Employee Cash
     Incentive  Plan"),  Mr. Leonhard and Mr.  Musgraves are entitled to receive
     annual  awards based upon TIMET's  financial  performance  and the assessed
     performance of the individual. In 2003, Mr. Leonhard and Mr. Musgraves were
     each eligible to receive  individual  performance awards under the Employee
     Cash Incentive  Plan.  However,  each officer  elected to forego such award
     because of the  existence of a salary  freeze  applicable  to  senior-level
     salaried  employees and the  unavailability  of incentive  compensation for
     such employees.  For 2002, Mr. Leonhard and Mr. Musgraves were each awarded
     $30,000  under the  individual  performance  portion of the  Employee  Cash
     Incentive Plan but chose to defer payment of such award (without interest).
     Under SEC rules,  these  earned  amounts  are  required  to be shown in the
     "Bonus" column for 2002 even though not actually paid.

     The  amounts  shown in the  "Bonus"  column for 2001 for Mr.  Leonhard  and
     $130,000 of the amount shown in the "Bonus"  column for Mr.  Musgraves  for
     2001 were paid pursuant to a special  discretionary  bonus program approved
     by the TIMET Board of  Directors.  This program was  applicable to all U.S.
     and certain European salaried employees.

                                        6

<PAGE>


     In lieu of participating in the Employee Cash Incentive Program, Mr. Martin
     participates  in TIMET's Senior  Executive Cash Incentive Plan (the "Senior
     Executive Cash Incentive  Plan"),  which provides for payments based solely
     upon TIMET's financial  performance.  No payments were made under this plan
     to Mr.  Martin  during 2003,  2002 or 2001.  At the  Company's  2004 annual
     meeting of  stockholders,  stockholders  will be asked to consider and vote
     upon a replacement to the Senior Executive Cash Incentive Plan.

     In 2001, the TIMET Board of Directors made one-time bonus awards to a small
     number of employees (including Mr. Martin and Mr. Musgraves) in recognition
     of their  special  efforts in achieving a favorable  settlement  of certain
     litigation on behalf of the Company.  Of Mr.  Martin's  award of $1,000,000
     (shown in the "Bonus"  column for 2001),  $550,000 was paid in 2001 and the
     remainder  was paid in 2002 with  accrued  interest  at 7% per  annum  (the
     above-market  portion of such  interest  of $131 is  reflected  in the "All
     other  compensation"  column for Mr. Martin in 2002).  Tremont  Corporation
     also  awarded  Mr.  Martin  a  $1,000,000  bonus  in  respect  of the  same
     litigation  settlement,  which  amount  is not  reflected  in  the  Summary
     Compensation Table. The Tremont Corporation bonus was paid $200,000 in 2002
     and $800,000 in 2003,  with interest on the unpaid  portion at 7% per annum
     ($71,541 in 2002 and $37,146 in 2003).  See note (8) below with  respect to
     Mr.  Musgraves'  bonus  awarded  in  connection  with the  same  litigation
     settlement.

(5)  Except as otherwise  indicated in note (7) below, "All other  compensation"
     amounts  represent  (i)  matching  contributions  made or  accrued by TIMET
     pursuant  to  the  savings  feature  of  TIMET's  Retirement  Savings  Plan
     (suspended in April 2003), (ii) retirement contributions made or accrued by
     TIMET  pursuant  to the  Retirement  Savings  Plan,  (iii)  life  insurance
     premiums paid by TIMET and (iv)  long-term  disability  insurance  premiums
     paid by TIMET, as follows:

<TABLE>


                                              Year          Martin          Leonhard         Musgraves

<S>                                           <C>          <C>               <C>              <C>
        Savings match                         2003         $   462             ---            $   462
                                              2002         $ 2,468             ---            $ 2,000
                                              2001         $ 5,000             ---            $ 2,530

        Retirement contribution               2003         $12,750             ---            $ 8,325
                                              2002         $10,200             ---            $ 7,400
                                              2001         $ 8,670             ---            $ 6,290

        Life insurance                        2003           ---             $ 2,124          $ 1,600
                                              2002           ---             $ 1,620          $ 1,599
                                              2001           ---             $ 1,620          $ 1,599

        Long-term disability insurance        2003         $ 7,693           $ 4,733          $ 5,101
                                              2002         $ 6,923             ---            $ 4,522
                                              2001         $ 6,823             ---            $ 4,522
</TABLE>


     Under the terms of the TIMET universal life insurance  plan, Mr.  Musgraves
     is entitled to the cash surrender value of his individual policy. As of the
     April 15, 2004, the policy for Mr.  Musgraves had a cash surrender value of
     $4,704. Mr. Leonhard's life insurance policy has no cash surrender value.

(6)  In 2000,  Mr.  Musgraves  and Mr.  Leonhard each received an award of 4,000
     restricted shares of TIMET's common stock. The restrictions lapse as to 20%
     of such shares on each of the first five  anniversaries of such grant date.
     Any  shares  as to  which  restrictions  have not  lapsed  are  subject  to
     forfeiture in the event of the termination of the  individual's  employment
     with TIMET  (for  reasons  other than  death,  disability  or  retirement).
     Holders of restricted stock are entitled to vote and receive dividends with
     respect to such shares prior to the date restrictions lapse thereon.  As of
     December 31, 2003, Mr.  Musgraves held 1,600  restricted  shares of TIMET's
     common stock  (valued at $84,016 at the $52.51 per share  closing  price of
     TIMET's  common stock on such date).  In connection  with his relocation to
     Europe in 2003, Mr. Leonhard's remaining unvested grant of restricted stock
     was cancelled and replaced  with a grant of "phantom"  restricted  stock on
     identical terms except payable in cash rather than shares of TIMET's common
     stock.

(7)  The amounts  shown as "All other  compensation"  for Mr.  Leonhard  include
     $70,258 in 2003,  $41,328 in 2002, and $46,125 in 2001 paid to or on behalf
     of Mr.  Leonhard  in  connection  with his foreign  assignments  (including
     housing and car allowance, tax equalization payments,  relocation costs and
     income taxes with respect to certain of such payments).

(8)  In 2001,  the TIMET Board of  Directors  awarded  Mr.  Musgraves a bonus of
     $360,000 in  recognition  of his special  efforts in  achieving a favorable
     settlement of certain litigation on behalf of the Company.  Of this amount,
     $200,000  was  paid in 2001 at the  time  of the  award  (reflected  in the
     "Bonus"  column for 2001).  The balance  would be earned and payable in two
     equal  installments  of  $80,000  each in 2002  and  2003,  subject  to Mr.

                                        7
<PAGE>

     Musgraves' continued employment with TIMET. One such installment of $80,000
     was earned and paid in May 2002 (reflected in the "Bonus" column for 2002),
     and the other  installment was earned in May 2003.  However,  Mr. Musgraves
     elected to defer  payment  of the final  installment  of  $80,000  (without
     interest).  Under SEC rules,  this earned amount is required to be shown in
     the "Bonus" column for 2003 even though not paid.


     Stock  option/SAR  grants in last fiscal  year.  No stock  options or stock
appreciation  rights ("SARs") were granted under the 1996 Long Term  Performance
Incentive  Plan of TIMET  adopted by the Company and  approved by the  Company's
stockholders ("TIMET Stock Incentive Plan") in 2003.

     Stock option  exercises and holdings.  The following table and accompanying
notes  provide  information,  with  respect to the  executive  officers of TIMET
listed in the "Summary  Compensation  Table" above,  concerning  the exercise of
TIMET stock  options  during the last  fiscal year and the value of  unexercised
TIMET stock  options  held as of December  31,  2003.  No SARs have been granted
under the TIMET Stock Incentive Plan.

<TABLE>

                          Aggregated Option Exercises in 2003 and 12/31/03 Option Values


                                                               Number of securities
                                                                    underlying          Value of unexercised
                                                                unexercised options     in-the-money options
                                Shares                              at 12/31/03             at 12/31/03
                              acquired on        Value              exercisable/            exercisable/
  Name                         exercise         realized           unexercisable            unexercisable
  ----                         ---------        --------           -------------            -------------
  <S>                             <C>              <C>            <C>                         <C>
  J. Landis Martin                ---              ---            42,780 / 12,220             --- / ---
  Christian Leonhard              ---              ---             2,320 / 360                --- / ---
  Robert E. Musgraves             ---              ---             6,120 / 540                --- / ---

</TABLE>

     Severance  arrangements  and  employment  agreements.  In 1999, the Company
adopted a policy  applicable  to  certain  executive  officers  of the  Company,
including  Mr.  Martin,  Mr.  Musgraves  and Mr.  Leonhard,  providing  that the
following  payments  will be  made to each  such  individual  in the  event  his
employment  is  terminated  by TIMET without cause (as defined in the policy) or
such individual terminates his employment with TIMET for good reason (as defined
in the policy): (i) one times such individual's annual TIMET base salary paid in
the form of salary continuation, (ii) prorated bonus for the year of termination
and (iii) certain other benefits.  The base salary for purposes of the executive
severance  policy  would be no less  than  those  salaries  in  effect  for each
individual prior to their voluntary reduction in 2003.

     Mr.  Leonhard  may be  eligible  for  benefits  under  a  statutory  French
indemnity program, pursuant to which he would receive (at his option and in lieu
of any benefits  under the  foregoing  executive  severance  policy) a severance
payment equal to one year's  salary  payable by TIMET Savoie (in addition to any
unemployment  benefits  he  might  be  entitled  to  receive  under  the  French
governmental program).

     Mr. Leonhard is party to an Amendment to Employment Contract executed as of
November 25, 2003 with TIMET and its affiliate TIMET Savoie. Under this Contract
Mr. Leonhard is seconded by TIMET Savoie to TIMET in the capacity of Director of
European  Operations and performs duties  commensurate with that position.  This
Contract  provides that Mr.  Leonhard's annual gross salary is payable at a rate
of 236,250  euros,  and  provides  for  certain  other  benefits  customary  for
executives of his position. A copy of this "Amendment to Employment Contract" is
filed as Exhibit 10.12 to TIMET's  Annual Report on Form 10-K for the year ended
December 31, 2003.

                                        8

<PAGE>


             Compensation Committee Report On Executive Compensation

     The Compensation Committee of the Company's Board of Directors presents the
following report on executive compensation.

     The  Compensation  Committee  is  composed  of  directors  who are  neither
officers nor employees of the Company,  its  subsidiaries  or affiliates and who
are  not  eligible  to  participate  in  any  of  the  employee   benefit  plans
administered  by  it.  The   Compensation   Committee   reviews  and  recommends
compensation  policies and is responsible  for approving all  compensation  paid
directly  by  the  Company  to  the  Company's  executive  officers  other  than
compensation  matters  involving the Chief  Executive  Officer (the "CEO").  Any
action regarding compensation matters involving the CEO is reviewed and approved
by the Board after recommendation by the Compensation Committee.

     Compensation program objectives.  The Compensation  Committee believes that
the  Company's  primary goal is to increase  stockholder  value,  as measured by
dividends  paid  on and  appreciation  in the  value  of  the  Company's  equity
securities. It is the Compensation Committee's policy that compensation programs
be  designed  to  attract,  retain,  motivate  and reward  employees,  including
executive  officers,  who can lead the Company in accomplishing this goal. It is
also the Compensation  Committee's policy that compensation programs tie a large
component of cash compensation to the Company's  financial  results,  creating a
performance-oriented  environment that rewards  employees for achieving  pre-set
financial   performance  levels  and  increasing   stockholder  value,   thereby
contributing to the long-term success of the Company.

     During  2003,  the  Company's  compensation  program  with  respect  to its
executive officers, including the CEO, consisted of two primary components: base
salary and  variable  compensation  based upon  Company  and, in certain  cases,
individual performance.

     Base salaries.  The Compensation  Committee,  in consultation with the CEO,
reviews base salaries for the executive officers other than the CEO generally no
more frequently than annually.  The CEO's  recommendation  and the  Compensation
Committee's actions regarding base salaries are generally based primarily upon a
subjective  evaluation of past and potential future  individual  performance and
contributions,   changes  in  individual   responsibilities,   and   alternative
opportunities that might be available to the executives in question,  as well as
compensation  data from companies  employing  executives in positions similar to
those whose  salaries  were being  reviewed,  as well as market  conditions  for
executives in general with similar  skills,  background  and  performance,  both
inside and outside of the metals industry (including  companies contained in the
peer group index plotted on the Performance  Graph  following this report),  and
other  companies  with similar  financial  and business  characteristics  as the
Company or where the executive in question has similar  responsibilities.  Based
upon the condition of the business and the outlook over the next few years,  Mr.
Leonhard  and  Mr.  Musgraves,  the  Company's  two  Chief  Operating  Officers,
voluntarily  agreed to reduce their salaries from $250,000 to $225,000 beginning
in 2003. Mr. Leonhard's  annual  compensation rate was modified from $225,000 to
236,250  euros  upon his  return to  Europe in  mid-2003.  The  salaries  of Mr.
Leonhard  and Mr.  Musgraves  will  remain at current  levels  until the Company
reports positive quarterly net income for two consecutive quarters commencing in
2004,  at  which  time  those  salaries  will   automatically   be  restored  to
pre-reduction levels at the beginning of the next quarter.

                                        9

<PAGE>


     Cash  incentive  plans.  Awards under TIMET's  Employee Cash Incentive Plan
represent a significant  portion of the potential  annual cash  compensation  to
employees of TIMET and consist of a combination of awards based on the financial
performance of TIMET and, in some cases, on individual  performance.  All of the
Company's  executive  officers,  other than Mr. Martin, were eligible to receive
benefits under the Employee Cash Incentive Plan for 2003.

     Potential awards under the Employee Cash Incentive Plan attributable solely
to the  performance  of TIMET in 2003 were  based on TIMET's  achieving  certain
pre-set  return on equity  ("ROE")  goals,  which the  Company  believes  should
increase  stockholder  value over time if they are met.  Performance  levels are
tied to the Company's corporate-wide ROE as follows:

<TABLE>

                                                Performance
                              ROE                  Level
                           ---------------------------------
                           <S>                       <C>
                           less than 3%              --
                           3%-6%                     A
                           6%-12%                    B
                           12%-24%                   C
                           over 24%                  D

</TABLE>

     In 2003,  the  Company  achieved  a return  on  equity  of less than 3%, as
calculated   under  the  Employee   Cash   Incentive   Plan,   resulting  in  no
Company-performance based payout.

     Mr.  Leonhard  and  Mr.  Musgraves  are  eligible  to  receive   individual
performance  awards  under  the  Employee  Cash  Incentive  Plan  if  each  such
executive's  performance  objectives  were met during the prior fiscal year. Mr.
Leonhard and Mr. Musgraves were eligible for 2003 performance  awards under this
Plan,  based on individual  performance  without regard to Company  performance.
However,  in light of TIMET's  freeze on the salaries of  senior-level  salaried
employees and the unavailability of any incentive  compensation for senior-level
salaried  employees,  both executive officers  voluntarily elected to forego the
awarding  and  payment  of any such award  until  business  conditions  improve.
Individual  performance awards of $30,000 each were made to Mr. Leonhard and Mr.
Musgraves for service in 2002 (reflected in the Summary Compensation Table), but
each  previously  agreed to defer payment of those awards (the deferrals bear no
interest).

     In 1996, the Board  established  the Senior  Executive Cash Incentive Plan,
which  was  approved  by the  Company's  stockholders  in  1997.  This  plan was
applicable only to Mr. Martin in 2003. The Senior  Executive Cash Inventive Plan
provided for payments based solely upon Company  performance  ranging between 0%
for  corporate  returns on equity of less than 10% up to 150% of base salary for
corporate  returns on equity at 30% or  greater.  No  payments  were made to Mr.
Martin for 2003 under  this plan  based upon the  Company's  return on equity of
less than 10%.  In 2004,  the Board  approved  the 2004  Senior  Executive  Cash
Incentive Plan which  provides for payments based solely on Company  performance
ranging between 0% for corporate returns on equity of less than 3% up to 150% of
base salary for corporate returns on equity at 30% or greater.  At the Company's
2004 annual meeting of stockholders,  stockholders will be asked to consider and
vote upon the 2004 Senior Executive Cash Incentive Plan.

                                       10

<PAGE>


     Apart from the foregoing plans, the Compensation Committee or the Board may
from time to time award such other  bonuses  as the  Compensation  Committee  or
Board deems appropriate from time to time under its general authority or under a
separate  discretionary  plan. In 2001,  the Board approved  special  bonuses of
$1,000,000  for Mr.  Martin  ($550,000 of which was paid in 2001 and $450,000 of
which was paid in 2002,  together  with  interest  on the  unpaid  balance)  and
$360,000  for Mr.  Musgraves  ($200,000 of which was paid in 2001 and $80,000 of
which  was  paid in  2002)  relating  to the  favorable  settlement  of  certain
litigation  involving  the Company.  These  amounts are reflected in the Summary
Compensation Table. Mr. Musgraves voluntarily agreed to defer (without interest)
payment of his  $80,000  installment  that was  otherwise  earned and payable in
2003.

     Long-term incentive compensation. The Compensation Committee recognizes the
value of  long-term  incentive  compensation  that  provides  a benefit  over an
extended period of time. The Compensation Committee has, from time to time, used
the TIMET Stock  Incentive Plan to provide  long-term  incentives in the form of
grants of stock  options and  restricted  stock.  No grants of stock  options or
restricted stock were made in 2003. In the future,  the  Compensation  Committee
may also consider using  long-term cash  incentives tied to performance or other
criteria.

     Tax code limitation on executive compensation deductions. In 1993, Congress
amended the  Internal  Revenue  Code to impose a $1 million  deduction  limit on
compensation  paid to the  CEO  and  the  four  other  most  highly  compensated
executive officers of public companies,  subject to certain transition rules and
exceptions   for   compensation    received   pursuant   to    non-discretionary
performance-based plans approved by such company's  stockholders.  The Company's
stockholders  previously  approved both the TIMET Stock  Incentive  Plan and the
Senior  Executive Cash  Incentive Plan in 1997. The limitation on  deductibility
requires re-approval of only the Senior Executive Cash Incentive Plan every five
years.  The Compensation  Committee  believes that payments made pursuant to the
TIMET Stock Incentive Plan qualify for exemption from the deductibility limit as
"performance-based  compensation,"  but payments made under the Senior Executive
Cash Incentive Plan would not at the present time because of the lack of current
stockholder  approval.  Stockholders  will be asked to approve  the 2004  Senior
Executive  Cash  Incentive  Plan at the 2004  annual  meeting  of  stockholders.
Approval of such plan at the annual  meeting  would  satisfy  the  deductibility
requirements.  The  Compensation  Committee does not currently  believe that any
other  existing  compensation  program  of the  Company  could  give  rise  to a
deductibility   limitation  at  current  executive   compensation   levels.  The
Compensation  Committee intends to periodically review the compensation plans of
the Company to determine whether further action in respect of this limitation is
warranted.

     Chief  Executive  Officer  compensation.  Based upon the  condition  of the
business and the outlook over the next few years, Mr. Martin voluntarily reduced
his salary from $500,000 to $250,000 beginning in 2003. Mr. Martin's salary will
remain at current levels until the Company reports positive quarterly net income
for two consecutive  quarters  commencing in 2004, at which time his salary will
automatically  be restored to its  pre-reduction  level at the  beginning of the
next quarter.

     The foregoing  report on executive  compensation  has been furnished by the
Company's  Management  Development  and  Compensation  Committee of the Board of
Directors.

                            Management Development and Compensation Committee
                            Dr. Gary C. Hutchison, Chairman
                            Norman N. Green
                            Dr. Albert W. Niemi, Jr.

                                       11

<PAGE>


     Compensation of directors.  Under the  compensation  plan for  non-employee
directors adopted by the Company and by the Company's  stockholders (referred to
herein as the "Director  Compensation Plan"),  effective May 20, 2003, directors
of the  Company  who are not  employees  of the  Company  receive an annual cash
retainer  of  $20,000,  paid in  quarterly  installments,  plus an  annual  cash
retainer of $2,000, paid in quarterly installments,  for each committee a member
serves upon. Directors also receive an annual stock retainer ranging between 500
shares (if the closing price of TIMET's common stock on the date of the grant is
above $20 per share) and 2,000 shares (if the closing  price is less than $5 per
share). In addition,  non-employee directors receive an attendance fee of $1,000
per day for meeting  attendance.  Directors are also  reimbursed  for reasonable
expenses incurred in attending Board of Directors' and committee meetings. Prior
May 20,  2003,  directors  of the Company who were not  employees of the Company
received  a  retainer  at an annual  rate of  $15,000 in cash plus 100 shares of
TIMET's common stock. In addition, non-employee directors received an attendance
fee of $1,000  per  meeting  for each  meeting  of the Board of  Directors  or a
committee  of the Board of  Directors  attended in person  ($350 for  telephonic
participation). Committee chairs received an additional attendance fee of $1,000
for  each   committee   meeting   attended  in  person   ($350  for   telephonic
participation).  Directors were also reimbursed for reasonable expenses incurred
in attending Board of Directors' and committee meetings.

                                       12

<PAGE>


     Performance  Graph.  Set forth  below is a line  graph  comparing,  for the
period  December  31, 1998  through  December 31,  2003,  the  cumulative  total
stockholder  return on TIMET's common stock against the cumulative  total return
of (i) the S&P  Composite 500 Stock Index and (ii) a  self-selected  peer group,
comprised solely of RTI  International  Metals,  Inc. (NYSE:  RTI) (formerly RMI
Titanium Company), the principal U.S. competitor of TIMET in the titanium metals
industry for which meaningful,  same-period  stockholder  return  information is
available.  The graph shows the value at  December 31 of each year,  assuming an
original investment of $100 in each and reinvestment of cash dividends and other
distributions to stockholders.

       Comparison of Cumulative Return among Titanium Metals Corporation,
           S&P Composite 500 Stock Index and Self-Selected Peer Group

                                    [graph]

                                       13

<PAGE>


ITEM 12:  SECURITY  OWNERSHIP OF CERTAIN  BENFICIAL  OWNERS AND  MANAGEMENT  AND
          RELATED STOCKHOLDER MATTERS

     Ownership of TIMET's  common stock.  The following  table and  accompanying
notes set forth, as of the April 15, 2004, the beneficial ownership,  as defined
by the  regulations  of the SEC, of TIMET's common stock held by (i) each person
or group of  persons  known to  TIMET to  beneficially  own more  than 5% of the
outstanding shares of any class of TIMET's securities  (including TIMET's common
stock),  (ii) each  director  or  nominee  for  director  of TIMET,  (iii)  each
executive officer of TIMET listed in the Summary Compensation Table above who is
not a director or nominee for director of TIMET and (iv) all executive  officers
and  directors  and  nominees  for  director  of TIMET as a group.  See note (3)
following the table immediately below for information concerning individuals and
entities  that may be  deemed to  indirectly  beneficially  own those  shares of
TIMET's  common stock directly  beneficially  owned by Tremont LLC, the Combined
Master Retirement Trust ("CMRT") and Harold C. Simmons' spouse.  All information
has been taken from or is based upon ownership filings made by such persons with
the SEC or upon information provided by such persons to TIMET.

<TABLE>

                        Ownership of TIMET's Common Stock

                                                                                        TIMET common stock
                                                                              -------------------------------------
                                                                                Amount and
                                                                                 nature of
                                                                                beneficial              Percent of
Name of beneficial owner                                                        ownership (1)            class (2)
------------------------                                                      --------------           ------------
<S>                                                                               <C>                       <C>
Greater than 5% stockholders
    Persons or entities related to Harold C. Simmons (3)(4)
       Tremont LLC (3)                                                            1,261,850                 39.7%
       CMRT (3)                                                                     266,812                  8.4%
       Harold C. Simmons' spouse (3)(4)                                             214,240                  6.3%
       Valhi, Inc. (3)                                                               37,168                  1.2%
       Other (4)                                                                      4,760                   ---
    Total (3)(4)                                                                  1,784,830                 52.6%

    Royce & Associates, LLC (5)                                                     229,329                  7.2%
    Dimensional Fund Advisors Inc. (6)                                              202,100                  6.4%
    State Street Research & Management Company (7)                                  174,179                  5.5%

Directors and nominees
    Norman N. Green (8)                                                               1,100                   ---
    Dr. Gary C. Hutchison                                                               500                   ---
    J. Landis Martin (9)                                                            175,771                  5.4%
    Dr. Albert W. Niemi, Jr. (10)                                                     1,700                   ---
    Glenn R. Simmons (3)(11)                                                          1,000                   ---
    Steven L. Watson (3) (12)                                                         3,050                   ---
    Paul J. Zucconi (13)                                                              1,100                   ---

Executive officers
    Christian Leonhard (14)                                                           4,800                   ---
    Robert E. Musgraves (15)                                                         11,695                   ---

All directors and nominees and executive officers of the Company as a
group (9 persons) (3)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)                          200,716                  6.2%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  All beneficial ownership is sole and direct unless otherwise noted.

                                       14
<PAGE>


(2)  No percent of class is shown for  holdings of less than 1%. For purposes of
     calculating individual and group percentages,  the number of shares treated
     as outstanding  for each individual  includes stock options  exercisable by
     such individual (or all  individuals  included in the group) within 60 days
     of the April 15, 2004 and shares each  individual may acquire by conversion
     of  convertible  securities.  As of April 15,  2004,  there were  3,179,942
     shares of TIMET's  common  stock  outstanding  (excluding  9,000  shares of
     treasury stock).

(3)  Tremont  LLC,  the CMRT,  Mrs.  Harold C.  Simmons and Valhi are the direct
     holders of approximately 39.7%, 8.4%, 6.3% and 1.2%,  respectively,  of the
     outstanding  shares of TIMET's common stock.  Mr. Simmons' spouse and Valhi
     directly hold 1,600,000 and 14,700, respectively, of the 6.625% mandatorily
     redeemable   convertible   preferred   securities,   beneficial   unsecured
     convertible securities ("BUCS") of TIMET Capital Trust I ("Capital Trust"),
     which are  convertible  into  214,240 and 1,968  shares,  respectively,  of
     TIMET's  common stock.  The  percentage  ownership of TIMET's  common stock
     shown for Mr.  Simmons'  spouse and Valhi  assumes,  in each case, the full
     conversion of only each such holder's  BUCS.  BUCS are not entitled to vote
     on matters  submitted  to the holders of TIMET's  common stock prior to the
     conversion of BUCS into shares of TIMET's common stock.

     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, or is
     held by Mr. Simmons or persons or other entities related to Mr. Simmons. 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.

     Valhi is the direct holder of 100% of the outstanding  membership interests
     of Tremont LLC.  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%,  3.1%,  0.9%, 0.4%
     and 0.1%, respectively,  of the outstanding shares of Valhi's common stock.
     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.

     The CMRT directly holds  approximately  8.4% of the  outstanding  shares of
     TIMET's common stock and 0.1% of the  outstanding  shares of Valhi's 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,  including  TIMET,  adopt.  Mr.
     Simmons  is the  sole  trustee  of  the  CMRT  and a  member  of the  trust
     investment  committee for the CMRT.  Valhi's board of directors selects the
     trustee and members of the trust  investment  committee  for the CMRT.  Mr.
     Simmons,  Glenn R. Simmons and Steven L. Watson are each members of Valhi's
     board of directors and  participants in one or more of the employee benefit
     plans that invest through the CMRT.  Each such person,  however,  disclaims
     beneficial ownership of any shares the CMRT holds, except to the extent, if
     any, of his individual,  vested beneficial  interest in the assets the CMRT
     holds.

     The Foundation  directly holds approximately 0.9% of the outstanding shares
     of  Valhi's  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 and may be deemed to control the  Foundation.  Mr.
     Simmons,  however,  disclaims beneficial ownership of any shares of Valhi's
     common stock held by the Foundation.

     The CDCT No. 2 directly holds  approximately 0.4% of the outstanding shares
     of Valhi's  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's  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. Mr. Simmons,  however,  disclaims
     beneficial  ownership of the shares owned,  directly or indirectly,  by the
     CDCT No. 2, except to the extent of his  interest as a  beneficiary  of the
     CDCT No. 2.

                                       15

<PAGE>


     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's  common  stock.  Valhi  is the  direct  holder  of  100% of the
     outstanding  common stock of Valmont.  Valhi and Tremont LLC are the direct
     holders  of 62.4% and 21.1%,  respectively,  of the  outstanding  shares of
     common stock of NL.  Pursuant to Delaware  law,  Valhi treats the shares of
     Valhi's  common  stock that  Valmont,  NL and the  subsidiary  of NL own as
     treasury  stock for voting  purposes and for the purposes of this note such
     shares are not deemed outstanding.

     Harold C. Simmons is Chairman of the Board and Chief  Executive  Officer of
     NL and Chairman of the Board of Tremont LLC,  Valhi,  VGI,  National,  NOA,
     Dixie Holding, Dixie Rice, Southwest and Contran.

     By virtue of the offices  held,  the stock  ownership  and his  services as
     trustee,  all as  described  above,  (a) Harold C. 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 any
     shares  directly  held by  certain  of such  other  entities.  Mr.  Simmons
     disclaims beneficial  ownership of the shares beneficially owned,  directly
     or  indirectly,  by any of such  entities,  except to the extent  otherwise
     expressly indicated in this note.

     Harold C. Simmons may be deemed to share indirect  beneficial  ownership of
     the 1,600,000  BUCS (which are  convertible  into 214,240 shares of TIMET's
     common stock) that Mrs. Simmons  directly holds. Mr. Simmons  disclaims all
     such beneficial ownership.

     Glenn R.  Simmons and Steven L.  Watson are  directors  and/or  officers of
     Tremont LLC, NL, Valhi,  VGI,  National,  NOA, Dixie  Holding,  Dixie Rice,
     Southwest and Contran.  Each of such persons disclaims beneficial ownership
     of  any  shares  that  any of  such  entities  hold,  whether  directly  or
     indirectly.

     The business  address of Tremont LLC,  Valhi,  VGI,  National,  NOA,  Dixie
     Holding,  Contran,  the CMRT,  the Foundation and Harold C. Simmons and his
     spouse is Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas
     75240-2697.  The business  address of Dixie Rice is 600  Pasquiere  Street,
     Gueydan,  Louisiana  70542.  The business address of Southwest is 402 Canal
     Street, Houma, Louisiana 70360.

(4)  A trust for which Harold C. Simmons and his spouse are  co-trustees  and of
     which the beneficiaries are the grandchildren of Mrs. Simmons is the direct
     holder of 4,760 shares of TIMET's common stock.  Mr. Simmons and his spouse
     each disclaim beneficial ownership of these shares.

(5)  As  reported  in the  Statement  on  Schedule  13G filed with the SEC dated
     February 9, 2004. The address of Royce & Associates,  LLC is 1414 Avenue of
     the Americas, New York, NY 10019.

(6)  As reported in an Amendment to Statement on Schedule 13G filed with the SEC
     dated February 6, 2004.  The address of  Dimensional  Fund Advisors Inc. is
     1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401.

(7)  As  reported  in the  Statement  on  Schedule  13G filed with the SEC dated
     February  17,  2004.  The  address of State  Street  Research &  Management
     Company is One Financial Center, 31st Floor, Boston, MA 02111-2690.

(8)  The shares of TIMET's common stock shown as beneficially owned by Norman N.
     Green  include  500 shares  that Mr.  Green has the right to acquire by the
     exercise  of stock  options  within  60 days of April  15,  2004  under the
     Director Compensation Plan.

(9)  The shares of TIMET's common stock shown as beneficially owned by J. Landis
     Martin  include (i) 50,000 shares that Mr. Martin may acquire upon exercise
     of stock  options  within 60 days of April 15,  2004 under the TIMET  Stock
     Incentive Plan (subject to the qualification described in this note below),
     and (ii) 2,940  shares held by members of Mr.  Martin's  immediate  family,
     beneficial  ownership of which is disclaimed by Mr. Martin. Under the TIMET
     Stock Incentive Plan a grantee may not exercise  out-of-the-money  options.
     Taking  this  limitation  into  account,   Mr.  Martin's  total  beneficial
     ownership,  as of April 15,  2004,  would be  149,171  shares or 4.6%.  Mr.
     Martin is also the direct holder of 103,000 BUCS and an indirect  holder of
     10,000 BUCS. See "Ownership of BUCS" below.  Such BUCS are convertible into
     13,792 and 1,339  shares,  respectively,  of TIMET's  common  stock,  which
     amounts are included in the TIMET's common stock ownership number shown for
     Mr. Martin. No other director, nominee for director or executive officer of
     TIMET is known to hold any BUCS.

(10) The shares of  TIMET's  common  stock  shown as  beneficially  owned by Dr.
     Albert W. Niemi,  Jr.  include 1,000 shares that Dr. Niemi has the right to
     acquire upon the exercise of stock options within 60 days of April 15, 2004
     under the Director Compensation Plan.

(11) The shares of TIMET's common stock shown as beneficially  owned by Glenn R.
     Simmons include 1,000 shares that Mr. Simmons has the right to acquire upon
     the  exercise of stock  options  within 60 days of April 15, 2004 under the
     Director Compensation Plan.

                                       16

<PAGE>


(12) The shares of TIMET's common stock shown as beneficially owned by Steven L.
     Watson  include  1,500 shares that Mr. Watson has the right to acquire upon
     the  exercise of stock  options  within 60 days of April 15, 2004 under the
     Director Compensation Plan.

(13) The shares of TIMET's common stock shown as  beneficially  owned by Paul J.
     Zucconi  include 500 shares that Mr.  Zucconi has the right to acquire upon
     the  exercise of stock  options  within 60 days of April 15, 2004 under the
     Director Compensation Plan.

(14) The shares of TIMET's common stock shown as beneficially owned by Christian
     Leonhard  include  2,680  shares that Mr.  Leonhard  may  acquire  upon the
     exercise of stock options  within 60 days of April 15, 2004 under the TIMET
     Stock Incentive Plan.

(15) The shares of TIMET's common stock shown as beneficially owned by Robert E.
     Musgraves  include (i) 6,660 shares that Mr. Musgraves may acquire upon the
     exercise of stock options  within 60 days of April 15, 2004 under the TIMET
     Stock  Incentive  Plan,  (ii) 20 shares  held by members of Mr.  Musgraves'
     immediate  family,  beneficial  ownership  of  which is  disclaimed  by Mr.
     Musgraves  and (iii) 800 shares of  TIMET's  common  stock  that  represent
     restricted  shares under the terms of the TIMET Stock  Incentive  Plan with
     respect to which  shares Mr.  Musgraves  has the power to vote and  receive
     dividends.  Of the shares of TIMET's  common  stock  shown as  beneficially
     owned by Mr.  Musgraves,  1,440  shares  are  pledged  to  TIMET to  secure
     repayment  of a loan from TIMET in 1998 used to  purchase a portion of such
     shares. See "TIMET Executive Stock Ownership Loan Plan" in ITEM 13: CERTAIN
     RELATIONSHIPS AND RELATED TRANSACTIONS below.

(16) The shares of TIMET's  common  stock  shown as  beneficially  owned by "All
     directors  and nominees and  executive  officers of the Company as a group"
     include  63,840 shares that members of this group have the right to acquire
     by the exercise of stock options within 60 days of April 15, 2004 under the
     TIMET Stock Incentive Plan (subject to the qualification in note (9) above)
     or the TIMET Director Compensation Plan, 15,131 shares that members of this
     group have the right to acquire upon the  conversion of BUCS and 800 shares
     of TIMET's  common stock that are  restricted  shares with respect to which
     members of the group have the power to vote and receive dividends.


     TIMET  understands  that  Tremont LLC and  related  entities  may  consider
acquiring  or  disposing  of  shares of  TIMET's  common  stock or BUCS  through
open-market  or  privately  negotiated   transactions,   depending  upon  future
developments,  including,  but not limited to, the  availability and alternative
uses of funds, the performance of TIMET's common stock or BUCS in the market, an
assessment  of the  business of and  prospects  for TIMET,  financial  and stock
market  conditions  and  other  factors.   TIMET  may  similarly  consider  such
acquisitions  of shares  of  TIMET's  common  stock or BUCS and  acquisition  or
disposition of securities  issued by related or unrelated  parties.  As of April
15, 2004, TIMET,  through a wholly-owned  subsidiary,  owned 1,277,710 shares of
CompX  Class A common  stock,  representing  24.9% of the total  shares of CompX
Class A common stock  outstanding.  TIMET does not, and understands that Tremont
LLC also does not,  presently  intend to engage in any  transaction or series of
transactions  that would result in TIMET's  common stock  becoming  eligible for
termination of registration  under the Exchange Act or ceasing to be traded on a
national securities exchange.

     Ownership of BUCS.  The Capital Trust is a statutory  business trust formed
under the laws of the State of  Delaware,  all of whose  common  securities  are
owned by TIMET.  The Capital  Trust  exists for the sole  purpose of issuing the
BUCS  and  investing  in an  equivalent  amount  of  6.625%  Convertible  Junior
Subordinated  Debentures due 2026 (the "Subordinated  Debentures") of TIMET. The
BUCS represent undivided beneficial interests in the Capital Trust. The BUCS are
convertible,  at  the  option  of the  holder  thereof,  into  an  aggregate  of
approximately  540,000  shares of TIMET's  common stock at a conversion  rate of
0.1339 shares of TIMET's common stock for each BUCS. TIMET has, in effect, fully
and unconditionally guaranteed repayment of all amounts due on the BUCS.

                                       17

<PAGE>


     The BUCS were issued pursuant to an offering exempt from registration under
the Securities Act of 1933, as amended (the  "Securities  Act").  Pursuant to an
agreement  with  the  original  purchasers  of  the  BUCS,  TIMET  has  filed  a
registration statement under the Securities Act to register, among other things,
the BUCS, the  Subordinated  Debentures,  TIMET's common stock issuable upon the
conversion of the BUCS and certain other shares of TIMET's common stock that are
held   by,   or   may  be   acquired   by,   Tremont   LLC.   See   "Contractual
Relationships--Registration  Rights"  in  ITEM  13:  CERTAIN  RELATIONSHIPS  AND
RELATED  TRANSACTIONS  below.  Except  as set  forth in notes (3) and (9) to the
table under the heading  "Ownership of TIMET's Common Stock" above, no director,
nominee for director or executive officer of TIMET is known to hold any BUCS.

     Ownership of Valhi common stock. By virtue of the share ownership described
above,  for  purposes  of the SEC's  regulations,  Valhi may be deemed to be the
parent of  TIMET.  The  following  table  and  accompanying  notes set forth the
beneficial  ownership,  as of April 15, 2004, of Valhi's  common stock ($.01 par
value per share) held by (i) each  director  or nominee  for  director of TIMET,
(ii) each executive officer listed in the Summary  Compensation Table who is not
a director or nominee for director of TIMET and (iii) all executive officers and
all directors and nominees for director of TIMET as a group. Except as set forth
below and under the heading  "Ownership of BUCS" above, no securities of TIMET's
subsidiaries or less than majority owned  affiliates are  beneficially  owned by
any  director,   nominee  for  director  or  executive  officer  of  TIMET.  All
information has been taken from or is based upon, ownership filings made by such
persons with the SEC or upon information provided by such persons to TIMET.

<TABLE>

                         Ownership of Valhi Common Stock

                                                                                       Valhi common stock
                                                                            -----------------------------------------
                                                                               Amount and
                                                                                nature of
                                                                                beneficial             Percent of
  Name of beneficial owner                                                     ownership (1)             class (2)
  ------------------------                                                  -------------------     -----------------

<S>                                                                              <C>                       <C>
  Directors and nominees
    Norman N. Green                                                                  ---                   ---
    Dr. Gary C. Hutchison                                                            ---                   ---
    J. Landis Martin                                                                                       ---
                                                                                       4
    Dr. Albert W. Niemi, Jr.                                                         ---                   ---
    Glenn R. Simmons (3)                                                          13,247                   ---
    Steven L. Watson (4)                                                         117,246                   ---
    Paul J. Zucconi                                                                  ---                   ---

  Executive officers
    Christian Leonhard                                                               ---                   ---
    Robert E. Musgraves                                                              ---                   ---

  All directors and nominees and executive officers of the Company as a
  group (9 persons) (3)(4)(5)                                                    130,497                   ---
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  All beneficial ownership is sole and direct unless otherwise noted.

(2)  No percent of class is shown for  holdings of less than 1%. For purposes of
     calculating individual and group percentages,  the number of shares treated
     as outstanding  for each individual  includes stock options  exercisable by
     such individual (or all  individuals  included in the group) within 60 days
     of April 15, 2004.

(3)  The shares of Valhi's common stock shown as beneficially  owned by Glenn R.
     Simmons include 2,383 shares held in an individual  retirement  account for
     Mr. Simmons and 800 shares held in an individual retirement account for Mr.
     Simmons' spouse. Mr. Simmons disclaims  beneficial  ownership of the shares
     held in his spouse's retirement account.

                                       18

<PAGE>


(4)  The shares of Valhi's common stock shown as beneficially owned by Steven L.
     Watson include 100,000 shares that Mr. Watson has the right to acquire upon
     the exercise of stock options  within 60 days of April 15, 2004 under stock
     option  plans  adopted  by Valhi and  2,035  shares  held in an  individual
     retirement account for Mr. Watson.

(5)  The shares of Valhi's  common  stock  shown as  beneficially  owned by "All
     directors  and nominees and  executive  officers of the Company as a group"
     include 100,000 shares that members of this group have the right to acquire
     upon the  exercise  of stock  options  within 60 days of April 15,  2004 as
     described in note (4) above.


     Equity   compensation  plan  information.   The  following  table  provides
information,  as of December 31, 2003,  with respect to  compensation  plans and
arrangements under which equity securities of TIMET are authorized for issuance.
All of TIMET's current equity  compensation  plans have been approved by TIMET's
common stockholders.

<TABLE>

                                  Column (A)                 Column (B)                   Column (C)

                                                                                     Number of securities
                             Number of securities                                remaining available for future
                              to be issued upon           Weighted-average            issuance under equity
                                 exercise of              exercise price of            compensation plans
                             outstanding options,        outstanding options,        (excluding securities
  Plan category               warrant, and rights         warrants and rights       reflected in Column (A))
-------------------           -------------------         -------------------       ------------------------


<S>                                   <C>                         <C>                           <C>
Equity compensation
  plans approved by
  security holders                    110,150                     $ 179                         174,508

Equity compensation
  plans not approved
  by security holders                     ---                       ---                             ---

Total                                 110,150                     $ 179                         174,508

</TABLE>


ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Relationships  with  related  parties.  As set  forth in ITEM 12:  SECURITY
OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT AND RELATED  STOCKHOLDER
MATTERS above, TIMET may be deemed to be controlled by Harold C. Simmons.  Other
entities  that may be deemed  to be  controlled  by or  related  to Mr.  Simmons
sometimes engage in (a) intercorporate  transactions with related companies such
as  guarantees,   management  and  expense  sharing  arrangements,   shared  fee
arrangements,  tax sharing  agreements,  joint  ventures,  partnerships,  loans,
options,  advances of funds on open account,  and sales, leases and exchanges of
assets,  including  securities issued by both related and unrelated parties, and
(b)  common  investment  and  acquisition  strategies,   business  combinations,
reorganizations,  recapitalizations,  securities repurchases,  and purchases and
sales (and other  acquisitions and  dispositions) of subsidiaries,  divisions or
other  business  units,  which  transactions  have  involved  both  related  and
unrelated   parties  and  have  included   transactions  that  resulted  in  the
acquisition by one related party of a publicly held, minority equity interest in
another related party. TIMET considers,  reviews and evaluates,  and understands
that  Contran,  Valhi,  Keystone,  NL,  Kronos,  CompX,  Tremont LLC and related
entities also consider,  review and evaluate, such transactions.  Depending upon
the business,  tax and other objectives then relevant, it is possible that TIMET
might be a party to one or more of such transactions in the future.

                                       19

<PAGE>


     J. Landis Martin is Chairman of the Board,  President  and Chief  Executive
Officer of TIMET.  Mr.  Martin also served as a director and President and Chief
Executive Officer of NL until his resignation in July 2003. Glenn R. Simmons,  a
director of TIMET,  is also  Chairman of the Board of Keystone  and CompX,  Vice
Chairman of the Board of Contran and Valhi,  Vice  Chairman of Tremont LLC and a
director of NL and Kronos.  Steven L.  Watson,  a director of TIMET,  is also an
executive officer of Contran,  Valhi and Tremont LLC, and a director of Contran,
CompX,  Keystone,  Kronos,  Valhi,  and NL.  A.  Andrew  R.  Louis is  Assistant
Secretary of TIMET and Secretary and Associate General Counsel of Contran, Valhi
and  Tremont  LLC.  Robert  D.  Graham is  Assistant  Secretary  of TIMET,  Vice
President,  General Counsel and Secretary of NL and Kronos and Vice President of
Contran,  Valhi and  Tremont  LLC.  Joan H.  Prusse is Vice  President,  General
Counsel  and  Secretary  of TIMET  and Vice  President  of  Tremont  LLC.  TIMET
understands  that all such  persons  are  expected  to continue to serve in such
capacities in 2004. Such  individuals  divide their time among the companies for
which  they  serve  as  officers.   Such   management   interrelationships   and
intercorporate  relationships may lead to possible conflicts of interest.  These
possible  conflicts  of  interest  may arise from the duties of loyalty  owed by
persons  acting  as  corporate  fiduciaries  to  two  or  more  companies  under
circumstances  in which such companies may have conflicts of interest.  Prior to
the Tremont  Merger in 2003,  certain  directors and officers of TIMET served as
directors and officers of Tremont Corporation.

     Although no specific  procedures  are in place that govern the treatment of
transactions among TIMET, Contran,  Valhi, CompX, Keystone,  Kronos, Tremont LLC
and NL, the board of directors of each of these companies (with the exception of
Contran and Tremont LLC,  which are not public  companies)  includes one or more
members who are not officers or directors of any entity that may be deemed to be
related to TIMET.  Additionally,  under  applicable  principles  of law,  in the
absence of stockholder  ratification  or approval by directors who may be deemed
disinterested,  transactions  involving  contracts  among companies under common
control  must be fair to all  companies  involved.  Furthermore,  directors  and
officers owe fiduciary  duties of good faith and fair dealing to stockholders of
all the companies for which they serve.

     Contractual relationships.
     Incorporate services agreements.  Under the terms of various intercorporate
services  agreements  ("ISAs")  that TIMET has  historically  entered  into with
various related  parties,  employees of one company provide certain  management,
tax  planning,  financial,  risk  management,   environmental,   administrative,
facility or other services to the other company on a fee basis. Such charges are
based upon estimates of the time devoted by the employees of the provider of the
services to the affairs of the  recipient and the  compensation  of such persons
and the cost of  facilities,  equipment  or  supplies  provided.  These ISAs are
reviewed and approved by the  independent  directors of the  companies  that are
parties to the agreements.

     In  2003,  the  Company  had an ISA with  Tremont  LLC to  provide  certain
management,  financial,  environmental,  human  resources and other  services to
Tremont LLC under which Tremont LLC paid the Company approximately $0.2 million.
The  Company  had  a  similar  ISA  with  Tremont  Corporation,   Tremont  LLC's
predecessor prior to the Tremont Merger, and the amount reported as paid in 2003
includes the amount paid to TIMET under the ISA with Tremont Corporation.

     In 2003,  the Company paid NL  approximately  $15,000  under an ISA with NL
whereby NL provided certain financial and other services to TIMET.

     In 2003, the Company paid Contran  approximately  $0.3 million under an ISA
with Contran  whereby Contran  provided  certain  business,  financial and other
services to TIMET.

                                       20

<PAGE>


     In 2004, the Company, Tremont LLC and Contran agreed to enter into a single
ISA covering the  provision of services by Contran to TIMET and the provision of
services by TIMET to Tremont LLC.  Under the 2004 combined  ISA,  TIMET will pay
Contran  approximately  $1.2 million,  representing  the net cost of the Contran
services to TIMET ($1.3  million)  less the TIMET  services to Tremont LLC ($0.1
million).

     Shareholders' agreement.  Prior to TIMET's initial public offering in 1996,
TIMET,  Tremont Corporation and other stockholders of TIMET at that time entered
into a  shareholders'  agreement  (referred  to  herein  as  the  "Shareholders'
Agreement") that provides,  among other things,  that so long as Tremont LLC (as
the  successor to Tremont  Corporation  the only  remaining  shareholder  party)
continues  to hold at least  10% of the  outstanding  shares of  TIMET's  common
stock,  TIMET will not, without the approval of Tremont LLC, cause or permit the
dissolution or liquidation of itself or any of its subsidiaries or the filing by
itself of a petition in bankruptcy,  or the  commencement  by TIMET of any other
proceeding  seeking  relief  from its  creditors.  TIMET also  agreed to provide
certain  periodic  information  about TIMET and its subsidiaries to Tremont LLC,
which right is subject to confidentiality restrictions.

     Registration  rights.  Under the Shareholders'  Agreement,  Tremont LLC (as
successor to Tremont  Corporation) is entitled to certain rights with respect to
the registration  under the Securities Act of the shares of TIMET's common stock
that Tremont LLC holds. The Shareholders' Agreement generally provides,  subject
to certain  limitations,  that (i) Tremont LLC has two rights, only one of which
can be on Form S-1, to require  TIMET to register  under the  Securities  Act an
amount of not less than $25 million of registrable securities, and (ii) if TIMET
proposes to  register  any  securities  under the  Securities  Act (other than a
registration on Form S-4 or Form S-8, or any successor or similar form), whether
or  not  pursuant  to  registration  rights  granted  to  other  holders  of its
securities and whether or not for sale for its own account,  Tremont LLC has the
right  to  require  TIMET  to  include  in  such  registration  the  registrable
securities  held by Tremont LLC or its permitted  transferees so long as Tremont
LLC holds in excess of 5% of the outstanding  shares of TIMET's common stock (or
to sell the entire balance of any such  registrable  securities even though less
than 5%). TIMET is obligated to pay all registration expenses in connection with
a registration under the Shareholders'  Agreement.  Under certain circumstances,
the number of shares included in such a registration  may be limited.  TIMET has
agreed to indemnify the holders of any registrable securities to be covered by a
registration statement pursuant to the Shareholders'  Agreement,  as well as the
holders' directors and officers and any underwriters and selling agents, against
certain liabilities, including liabilities under the Securities Act.

     Insurance matters. TIMET participates in a combined risk management program
with Contran and certain of its  subsidiaries  and  affiliates.  Pursuant to the
program,  Contran  and certain of its  subsidiaries  and  affiliates,  including
TIMET,  purchase certain of their insurance  policies as a group, with the costs
of  the  jointly  owned  policies  being  apportioned  among  the  participating
companies. Tall Pines Insurance Company ("Tall Pines"), Valmont and EWI RE, Inc.
("EWI") provide for or broker these insurance  policies.  Tall Pines and Valmont
are captive insurance  companies wholly owned by Valhi, and EWI is a reinsurance
brokerage  wholly owned by NL. A son-in-law of Harold C. Simmons serves as EWI's
chairman  of the board and chief  marketing  officer  and is  compensated  as an
employee of EWI.  Consistent  with  insurance  industry  practices,  Tall Pines,
Valmont and EWI receive commissions from insurance and reinsurance  underwriters
for the policies that they provide or broker.

                                       21

<PAGE>


     During 2003, Contran and its related parties paid premiums of approximately
$16.7  million for  policies  Tall Pines or Valmont  provided  or EWI  brokered,
including  approximately  $3.8 million  TIMET and its  subsidiaries  paid.  This
amount principally included payments for reinsurance and insurance premiums paid
to unrelated third parties,  but also included  commissions  paid to Tall Pines,
Valmont  and EWI.  In  TIMET's  opinion,  the  amount  that TIMET paid for these
insurance  policies  and  the  allocation  among  Contran  and  certain  of  its
subsidiaries and affiliates, including TIMET, of relative insurance premiums are
reasonable  and at least as favorable to those they could have obtained  through
unrelated  insurance   companies  and/or  brokers.   TIMET  expects  that  these
relationships with Tall Pines, Valmont and EWI will continue in 2004.

     With respect to certain of such jointly  owned  insurance  policies,  it is
possible that unusually  large losses  incurred by one or more insureds during a
given  policy  period  could  leave the other  participating  companies  without
adequate  coverage under that policy for the balance of the policy period.  As a
result, Contran and certain of its subsidiaries or affiliates,  including TIMET,
have entered into a loss sharing  agreement  under which any  uninsured  loss is
shared by those  entities who have submitted  claims under the relevant  policy.
TIMET believes the benefits in the form of reduced premiums and broader coverage
associated  with  the  group  coverage  for  such  policies  justify  the  risks
associated with the potential for any uninsured loss.

     Utility services.  In connection with the operations of TIMET's  Henderson,
Nevada facility, TIMET purchases certain utility services from Basic Management,
Inc. and its subsidiaries (referred to collectively herein as "BMI") pursuant to
various agreements.  A wholly owned subsidiary of Tremont LLC owns approximately
32% of the outstanding  equity securities of BMI (representing 26% of the voting
securities of BMI).  During 2003, fees for such utility services provided by BMI
to TIMET were approximately $3.0 million.

     TIMET Executive Stock  Ownership Loan Plan.  Under TIMET's  Executive Stock
Ownership  Loan Plan,  approved by the TIMET Board of  Directors in 1998 and the
TIMET  stockholders in 2000,  TIMET's executive officers were entitled to borrow
funds to purchase  TIMET's  common stock or to pay taxes payable with respect to
vesting shares of restricted stock. Each executive could borrow up to 50% of his
or her  base  salary  per  calendar  year and 200% of such  base  salary  in the
aggregate.  Interest  accrues at a rate equal to .0625% per annum above  TIMET's
effective  borrowing rate at the time of the loan, subject to annual adjustment,
and is  payable  quarterly.  The  effective  interest  rate in 2003 was  3.4425%
(3.2825% for 2004).  Principal  is  repayable in five equal annual  installments
commencing  on the  sixth  anniversary  of the loan.  Repayment  of the loans is
secured by the stock  purchased  with the loan  proceeds  or the stock for which
loan  proceeds  were used to pay  taxes.  The loans are "full  recourse"  to the
executive personally, except that in the case of a sale of all of the collateral
by TIMET  upon an event of default or upon the  termination  of the  executive's
employment,  whether for cause or otherwise,  the borrower's  personal liability
for  repayment of the loan is limited to 70% of the principal  amount  remaining
after sale and  application  of the proceeds  from the sale of the stock.  TIMET
terminated  this program  effective  July 30, 2002,  subject to continuing  only
those  loans  outstanding  at that time in  accordance  with their  then-current
terms. The following table  identifies the executive  officers of TIMET who were
indebted to TIMET under this program during 2003 and as of April 15, 2004:

<TABLE>

                                          Maximum principal amount              Principal outstanding
      Name                                outstanding during 2003               as of April 15, 2004
      ----                                -----------------------               --------------------
      <S>                                        <C>                                  <C>
      Robert E. Musgraves                        $ 113,708                            $ 87,461

</TABLE>

                                       22

<PAGE>


ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Independent auditors.  PricewaterhouseCoopers LLP ("PwC") served as TIMET's
principal  accountant for the audit of TIMET's financial statements for the year
ended  December  31, 2003 and has been  appointed  to review  TIMET's  quarterly
unaudited  consolidated  financial  statements  to be included in its  Quarterly
Reports on Form 10-Q for the first three  quarters of 2004 and to audit  TIMET's
annual consolidated financial statements for the year ending December 31, 2004.

     Audit Committee  pre-approval  procedures.  The Audit Committee has adopted
policies and  procedures for  pre-approving  all work performed by the Company's
outside auditor. The Audit Committee requires specific pre-approval prior to the
engagement  of the outside  auditor for the  following  audit and  audit-related
services:

     o    Annual  audits of the  Company's  consolidated  financial  statements,
          attestation  services  associated  with  TIMET's  system  of  internal
          control over financial  reporting and other services  associated  with
          TIMET's Annual Report on Form 10-K;
     o    Quarterly review  procedures  associated with the Company's  unaudited
          interim   consolidated   financial   statements   and  other  services
          associated with the Company's Quarterly Reports on Form 10-Q;
     o    Services  associated with registration  statements filed by TIMET with
          the SEC,  including  responding  to SEC comment  letters and providing
          comfort letters;
     o    Statutory audits or annual audits of the annual  financial  statements
          of subsidiaries of the Company;  o Quarterly review  procedures of the
          interim  financial  statements of  subsidiaries  of TIMET;  o Services
          associated with potential business acquisitions/dispositions involving
          the Company;
     o    Any other services provided to TIMET not specifically  described above
          or otherwise pre-approved by the Audit Committee; and
     o    Any material changes in terms,  conditions or fees with respect to the
          foregoing  resulting from changes in audit scope,  TIMET  structure or
          other applicable matters.

     The Audit  Committee  must also  pre-approve  any of the specific  types of
services included within the following categories of audit,  audit-related,  tax
and international corporate governance services:

     o    Audit Services:

          o    Consultations with TIMET's management as to the accounting and/or
               disclosure  treatment of transactions or events and/or the actual
               or  potential  impact of final or proposed  rules,  standards  or
               interpretations  of the SEC, the Financial  Accounting  Standards
               Board  ("FASB"),  the Public Company  Accounting  Oversight Board
               ("PCAOB") or other applicable U.S. or international regulatory or
               standard-setting bodies; and
          o    Assistance  with  responding to SEC comment  letters  received by
               TIMET other than in connection  with any  registration  statement
               filed with the SEC.

                                       23

<PAGE>


     o    Audit-Related Services:

          o    Consultations with the Company's  management as to the accounting
               and/or disclosure  treatment of transactions or events and/or the
               actual or potential impact of final or proposed rules,  standards
               or  interpretations  of the SEC, FASB,  PCAOB or other applicable
               U.S. or international regulatory or standard-setting bodies.
          o    Financial statement audits of employee benefit plans of TIMET;
          o    Agreed-upon or expanded audit procedures related to the Company's
               accounting   records  required  to  respond  to  or  comply  with
               financial, accounting, legal, regulatory or contractual reporting
               requirements; and
          o    Internal  control  reviews and assistance  with internal  control
               reporting  requirements  of TIMET  (to the  extent  permitted  by
               applicable rule or regulation).

     o    Tax Services:

          o    Consultations  with TIMET's management as to the tax treatment of
               transactions  or events and/or the actual or potential tax impact
               of  final  or  proposed  laws,  rules  and  regulations  in  U.S.
               (federal, state and local) and international jurisdictions;
          o    Consultations with the Company's management related to compliance
               with existing or proposed tax laws, rules and regulations in U.S.
               (federal, state and local) and international jurisdictions;
          o    Assistance  in the  preparation  of and  review of  TIMET's  U.S.
               (federal,  state and local) and international  income,  franchise
               and other tax returns;
          o    Assistance with tax inquiries, audits and appeals of TIMET before
               the U.S.  Internal  Revenue Service and similar state,  local and
               international agencies;
          o    Consultations  with  TIMET's  management  regarding  domestic and
               international   statutory,   regulatory  or  administrative   tax
               developments;
          o    Transfer pricing and cost segregation studies of the Company; and
          o    Expatriate  tax  assistance  and  compliance  for  TIMET  and its
               employees.

     o    Other Services:

          o    Assistance   with   corporate   governance   matters   (including
               preparation of board minutes and resolutions) and assistance with
               the  preparation  and filing of  documents  (such as paperwork to
               register new  companies  or to  de-register  existing  companies)
               involving the Company with non-U.S.  governmental  and regulatory
               agencies;  provided,  however, that the non-U.S.  jurisdiction in
               which  such  services  are  provided  does not  require  that the
               individual  providing  such  service  be  licensed,  admitted  or
               otherwise qualified to practice law.

     The Audit  Committee  reviews  service  proposals  for proposed  work to be
performed by the outside  auditor  and, if  acceptable  to the Audit  Committee,
would  pre-approve  those  services for a specified fee limit or range.  For any
general  categories  of services for which the Audit  Committee may determine to
pre-approve a specific fee amount or range in the absence of a specific proposal
for services,  an officer of TIMET is required to report the Company's incurring
or payment of such fees to the full Audit  Committee at the first meeting of the
Audit Committee held subsequent to the engagement of the independent  auditor to
provide any of those services.

     The Audit  Committee  requires the use of  engagement  letters prior to the
engagement of TIMET's  outside auditor for many of the foregoing  services.  The
Audit  Committee also prohibits the use of the outside auditor for the non-audit
related  services  described  under  the  terms of the  SEC's  rules on  auditor
independence.

                                       24

<PAGE>


     Fees paid to PwC.  The  following  table shows the  aggregate  fees PwC has
billed  or is  expected  to bill to  TIMET  and its  subsidiaries  for  services
rendered  for  2002  and  2003.  Of  the  services  shown  in the  table  below,
approximately  98%  were  pre-approved  by the  Audit  Committee  (although  not
pursuant  to the  previously  described  pre-approval  policies  and  procedures
because those policies and procedures were not adopted until February 2004). The
percentage of  audit-related  services that were not  pre-approved  by the Audit
Committee  does  not  adversely  impact  PwC's  independence  from  TIMET  under
applicable regulations.  None of the hours expended by PwC to complete the audit
for the last fiscal year were  performed by persons other than PwC's  full-time,
permanent employees.

<TABLE>

                       Type of Fees                                            2002                    2003
                       ------------                                            ----                    ----
<S>                                                                         <C>                      <C>
Audit fees (1)............................                                  $ 397,000                $ 552,000
Audit-related fees (2)....................                                      5,000                   24,600
Tax fees (3)..............................                                     64,500                   44,300
All other fees (4)........................                                        ---                      ---
                                                                            ---------                ---------

Total.....................................                                  $ 466,500                $ 620,900
                                                                            =========                =========

-------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Represents fees for the following services:

     (a)  Audits of TIMET's consolidated  year-end financial statements for each
          year;
     (b)  Reviews of the unaudited quarterly financial  statements  appearing in
          TIMET's Forms 10-Q for each of the first three quarters of each year;
     (c)  Consents filed with the SEC;
     (d)  Normally provided  statutory or regulatory  filings or engagements for
          each year; and
     (e)  The estimated  out-of-pocket costs PwC incurs in providing all of such
          services for which TIMET reimburses PwC.

(2)  Represents fees for assurance and services  reasonably related to the audit
     or review of TIMET's financial statements for each year. These services may
     include  accounting  consultations,  attest services  concerning  financial
     accounting and reporting  standards,  audits of employee  benefit plans and
     advice concerning internal controls.

(3)  Represents fees for tax compliance, tax advice and tax planning services.

(4)  The Company  incurred  no other fees from PwC in the last two fiscal  years
     for services not described in the other categories.




                                     PART IV

ITEM 15: EXHIBITS

(c) Exhibits:

     31.1 Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002.

     31.2 Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002.

     Note:The Company has retained a signed original of any exhibit listed above
          that  contains  signatures,  and the  Company  will  provide  any such
          exhibit to the SEC or its staff upon request.  Such request  should be
          directed to the attention of the Company's  Corporate Secretary at the
          Company's  corporate  offices  located at 1999  Broadway,  Suite 4300,
          Denver, Colorado 80202.

                                       25

<PAGE>


                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                             TITANIUM METALS CORPORATION
                             (Registrant)


                             By     /s/ J. Landis Martin
                                    --------------------------------------------
                                    J. Landis Martin, April 28, 2004
                                    Chairman of the Board, President
                                      and Chief Executive Officer