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, 2002
                                             -----------------

                                       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 __

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, 2002, 3,186,634 shares of common stock were outstanding (adjusted
for a one-for-ten  reverse stock split which became effective after the close of
trading on February 14,  2003).  The  aggregate  market  value of the  1,728,728
shares of voting stock held by nonaffiliates  of Titanium Metals  Corporation as
of such date approximated $60.5 million. No shares of non-voting stock were held
by nonaffiliates. As of February 26, 2003, 3,180,194 shares of common stock were
outstanding.

                      Documents incorporated by reference:

Certain of the  information  required by Part III is  incorporated  by reference
from the Registrant's definitive proxy statement to be filed with the Commission
pursuant to  Regulation  14A not later than 120 days after the end of the fiscal
year covered by this report.


<PAGE>


                                Explanatory Note

     This Annual Report on Form 10-K/A ("Amended Annual Report") is an amendment
to the Titanium Metals  Corporation  (the "Company")  Annual Report on Form 10-K
("Annual  Report") for the year ended December 31, 2002. The sole purpose of the
Amended Annual Report is to file a corrected  version of Exhibit 3.1, due to the
inadvertent omission of a portion of this exhibit.  Except for this revision, no
other changes have been made to the  Company's  Annual Report for the year ended
December 31, 2002 filed with the Securities and Exchange  Commission on February
28, 2003.  This Amended  Annual Report does not update any other  disclosures to
reflect developments since the original filing date.



<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, March 17, 2003
                                               Chairman of the Board, President
                                                  and Chief Executive Officer



<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, J.  Landis  Martin,  Chairman  of the Board,  President  and Chief  Executive
Officer of Titanium Metals Corporation, certify that:

1.   I have  reviewed  this  annual  report on Form  10-K/A of  Titanium  Metals
     Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report.



Date:  March 17, 2003


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



<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Ivan  J.  Muzljakovich,   Vice  President  and  Controller,   North  America
Operations,  Acting Corporate  Controller and Acting Principal Financial Officer
of Titanium Metals Corporation, certify that:

1.   I have  reviewed  this  annual  report on Form  10-K/A of  Titanium  Metals
     Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report.



Date:  March 17, 2003


/s/ Ivan J. Muzljakovich
---------------------------------
Ivan J. Muzljakovich
Vice President and Controller, North America Operations
Acting Corporate Controller
Acting Principal Financial Officer