Exhibit 3.1

                CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                           TITANIUM METALS CORPORATION

     Titanium Metals Corporation (the  "Corporation"),  a corporation  organized
and existing under and by virtue of the General  Corporation Law of the State of
Delaware, does hereby certify:

     FIRST: The name of the Corporation is Titanium Metals Corporation.

     SECOND:  The  date on  which  the  Corporation's  original  Certificate  of
Incorporation  was filed with the  Delaware  Secretary  of State is December 13,
1955.

     THIRD: The Board of Directors of the Corporation, acting in accordance with
the  provision  of Sections  141 and 242 of the General  Corporation  Law of the
State of  Delaware  adopted  resolutions  to amend  Sections  4.1 and 4.3 of the
Amended and Restated  Certificate of Incorporation of the Corporation to read in
their entirety as follows:

          "4.1 Capital Stock.  The total number of shares which the  Corporation
          shall have authority to issue is 10,000,000 shares,  consisting of (a)
          100,000 shares of Preferred Stock,  with a par value of $.01 per share
          ("Preferred  Stock"); and (b) 9,900,000 shares of Common Stock, with a
          par value of $.01 per share ("Common Stock")."

          "4.3 Reverse Stock Split.  Effective as of 5:00 p.m., Eastern time, on
          the date this Amendment to Certificate of  Incorporation is filed with
          the  Secretary  of State of  Delaware,  each ten (10) shares of Common
          Stock then issued and outstanding shall, automatically and without any
          action on the part of the respective holders thereof,  be combined and
          converted  into one (1) share of Common Stock.  No  fractional  shares
          will be issued and, in lieu thereof,  stockholders  otherwise entitled
          to receive a  fractional  share  will  instead  receive  cash for such
          stockholder's  fractional  share on a basis determined by the Board of
          Directors."

     FOURTH:  This Certificate of Amendment of Amended and Restated  Certificate
of  Incorporation  was submitted to the  stockholders of the Corporation and was
duly  approved  by the  required  vote of  stockholders  of the  Corporation  in
accordance with Sections 222 and 242 of the Delaware  General  Corporation  Law.
The total  number of  outstanding  shares  entitled  to vote or  consent to this
Amendment was 31,849,538  shares of Common Stock. A majority of the  outstanding
shares of Common Stock,  voting  together as a single  class,  voted in favor of
this   Certificate   of  Amendment  of  Amended  and  Restated   Certificate  of
Incorporation.  The vote  required was a majority of the  outstanding  shares of
Common Stock, voting together as a single class.

     IN WITNESS WHEREOF, Titanium Metals Corporation has caused this Certificate
of  Amendment  to be signed by its Vice  President  and  General  Counsel  as of
February 14, 2003.

                                  TITANIUM METALS CORPORATION
                                  By:     /s/   Joan H. Prusse
                                          ----------------------------------
                                  Name:   Joan H. Prusse
                                  Title:  Vice President and General Counsel



<PAGE>


                           TITANIUM METALS CORPORATION

                               ------------------

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

     Titanium Metals Corporation, a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

     1.  The  name  of the  corporation  is  Titanium  Metals  Corporation.  The
corporation  was  originally  incorporated  under  the name  Timcora,  Inc.  The
original  Certificate of  Incorporation  of the  corporation  was filed with the
Secretary of State of the State of Delaware on December 13, 1955.

     2. Pursuant to Sections 242 and 245 of the General  Corporation  Law of the
State of  Delaware,  this  Amended and  Restated  Certificate  of  Incorporation
restates and integrates and further amends the provisions of the  Certificate of
Incorporation of the corporation.

     3. This Amended and Restated  Certificate of Incorporation was duly adopted
by the Board of Directors and the  stockholders of the corporation in accordance
with  Sections  242 and  245 of the  General  Corporation  Law of the  State  of
Delaware.

     4. The text of the Amended and Restated Certificate of Incorporation is set
forth in Exhibit A hereto.

     IN WITNESS  WHEREOF,  Titanium Metals  Corporation has caused its corporate
seal to be  hereunto  affixed  and this  Amended  and  Restated  Certificate  of
Incorporation  to be signed by its Assistant  Treasurer,  Steven J. Yaroch,  and
attested by its Assistant Secretary, John R. Burt, this 29th day of May, 1996.


                                              Titanium Metals Corporation



                                              By:/s/ Steven J. Yaroch
                                                 -------------------------------
                                                 Assistant Treasurer

[corporate seal]

Attest:


/s/ John R. Burt
-------------------------------
Assistant Secretary


<PAGE>



                                    EXHIBIT A


                           TITANIUM METALS CORPORATION

                               ------------------

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION


                                   ARTICLE ONE
                                      NAME

     The name of the Corporation is "Titanium Metals Corporation"  (hereinafter,
the "Corporation").


                                   ARTICLE TWO
                     LOCATION OF REGISTERED OFFICE AND AGENT

     The address of the Corporation's registered office in the State of Delaware
is  Corporation  Trust Center,  1209 Orange  Street,  in the City of Wilmington,
County of New Castle.  The name of its  registered  agent at such address is The
Corporation Trust Company.


                                  ARTICLE THREE
                                CORPORATE PURPOSE

     The purpose of the  Corporation  is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.


                                  ARTICLE FOUR
                            AUTHORIZED CAPITAL STOCK

     4.1 Capital Stock.  The total number of shares which the Corporation  shall
have  authority to issue is  100,000,000  shares,  consisting  of (a)  1,000,000
shares of  Preferred  Stock,  with a par  value of $0.01  per share  ("Preferred
Stock");  and (b) 99,000,000  shares of Common Stock,  with a par value of $0.01
per share ("Common Stock").


     4.2  Preferred  Stock.  The  board  of  directors  of  the  Corporation  is
authorized,  subject to the limitations  prescribed by law and the provisions of
this  Amended and  Restated  Certificate  of  Incorporation,  to provide for the
issuance  of shares of the  Preferred  Stock or to provide  for the  issuance of
shares of the Preferred  Stock in one or more series,  to establish from time to
time the  number of shares to be  included  in each such  series  and to fix the
designations, voting powers, preference rights and qualification, limitations or
restrictions of the shares of the Preferred Stock of each such series.

                                      -2-

<PAGE>


     4.3 Stock Split and  Conversion.  On the effective date of this Amended and
Restated  Certificate  of  Incorporation  each share of Class A Common Stock and
Class  B  Common  Stock  of the  Corporation  issued  and  outstanding  will  be
automatically reclassified,  combined, and converted into sixty-five (65) shares
of Common Stock.


                                  ARTICLE FIVE
                                    DURATION

     The Corporation is to have perpetual existence.


                                   ARTICLE SIX
                                     BY-LAWS

     In  furtherance  and not in limitation of the powers  conferred by statute,
the board of directors of the Corporation is expressly authorized to make, alter
or repeal the bylaws of the Corporation.


                                  ARTICLE SEVEN
                               STOCKHOLDER MATTERS

     Meetings of  stockholders  of the Corporation may be held within or without
the State of Delaware,  as the bylaws of the Corporation may provide.  The books
of the  Corporation  may be kept  outside the State of Delaware at such place or
places as may be  designated  from time to time by the board of  directors or in
the bylaws of the  Corporation.  Election  of  directors  need not be by written
ballot unless the bylaws of the Corporation so provide.


                                  ARTICLE EIGHT
                             LIMITATION OF LIABILITY

     To the fullest extent permitted by the General Corporation Law of the State
of  Delaware,  as the same  presently  exists or may  hereafter  be  amended,  a
director  of the  Corporation  shall  not be liable  to the  Corporation  or its
stockholders  for monetary damages for a breach of fiduciary duty as a director.
Any repeal or modification of this Article Eight shall not adversely  affect any
right or  protection  of a director of the  Corporation  existing at the time of
such repeal or modification.

                                      -3-


<PAGE>

                                  ARTICLE NINE
                          CERTAIN BUSINESS COMBINATIONS

     The Corporation  expressly  elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.


                                   ARTICLE TEN
                                    AMENDMENT

     The Corporation  reserves the right to amend,  alter,  change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner now or  hereafter  prescribed  herein and by the laws of the State of
Delaware,  and all rights conferred upon stockholders herein are granted subject
to this reservation.


                                      -4-