SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13D
                               (Amendment No. 11)*

                    Under the Securities Exchange Act of 1934


                           TITANIUM METALS CORPORATION
                                (Name of Issuer)

                     Common Stock, $0.01 par value per share
                         (Title of Class of Securities)

                                   888339 10 8
                                 (CUSIP Number)

                                STEVEN L. WATSON
                              THREE LINCOLN CENTRE
                                   SUITE 1700
                                5430 LBJ FREEWAY
                            DALLAS, TEXAS 75240-2694
                                 (972) 233-1700
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  May 17, 2002
                      (Date of Event which requires Filing
                               of this Statement)

         If the filing person has  previously  filed a statement on Schedule 13G
to report the  acquisition  that is the  subject of this  Schedule  13D,  and is
filing  this  schedule  because  of  sections   240.13d-1(e),   240.13d-1(f)  or
240.13d-1(g), check the following box. [ ]

         *The  remainder  of this cover page shall be filled out for a reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

         The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

                         (Continued on following pages)






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      Tremont Corporation

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      WC and AF

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      Tremont Group, Inc.

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      Tremont Holdings, LLC

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      OO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      NL Industries, Inc.

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      New Jersey

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      Valhi, Inc.

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      Valhi Group, Inc.

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Nevada

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      National City Lines, Inc.

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      NOA, Inc.

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      Dixie Holding Company

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      Dixie Rice Agricultural Corporation, Inc.

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Louisiana

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      Southwest Louisiana Land Company, Inc.

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Louisiana

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      Contran Corporation

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      Harold Simmons Foundation, Inc.

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,280,005
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      The Combined Master Retirement Trust

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      WC

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    13,574,905
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     13,574,905

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      13,574,905

    12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      42.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      EP






CUSIP No.  888339 10 8

     1       NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
             PERSONS (ENTITIES ONLY)

                      Harold C. Simmons

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

     5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      USA

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    13,574,905
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     13,574,905

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      -0-

    12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES (SEE INSTRUCTIONS)  [ X ]

    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      0.0%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      IN






                                AMENDMENT NO. 11
                                 TO SCHEDULE 13D

         This amended statement on Schedule 13D (collectively, this "Statement")
relates  to the  common  stock,  $0.01 par value per share  (the  "Shares"),  of
Titanium Metals Corporation, a Delaware corporation (the "Company"). Items 2, 3,
4, 5 and 6 of this Statement are hereby amended as set forth below.

Item 2.  Identity and Background.

         Item 2(a) is amended as follows:

         (a) This Statement is filed (i) by Tremont Corporation  ("Tremont") and
The  Combined  Master  Retirement  Trust (the  "CMRT") as the direct  holders of
Shares,  (ii) by virtue of the direct and indirect  ownership of  securities  of
Tremont (as described below in this Statement),  by Tremont Group, Inc. ("TGI"),
Tremont Holdings, LLC ("TRE Holdings"), NL Industries,  Inc. ("NL"), Valhi, Inc.
("Valhi"),  Valhi Group, Inc. ("VGI"),  National City Lines, Inc.  ("National"),
NOA,  Inc.  ("NOA"),  Dixie  Holding  Company  ("Dixie  Holding"),   Dixie  Rice
Agricultural Corporation, Inc. ("Dixie Rice"), Southwest Louisiana Land Company,
Inc.  ("Southwest"),  Contran  Corporation  ("Contran")  and the Harold  Simmons
Foundation,  Inc. (the  "Foundation")  and (iii) by virtue of his positions with
Contran and certain of the other entities (as described in this  Statement),  by
Harold C.  Simmons  (collectively,  the  "Reporting  Persons").  By signing this
Statement,  each Reporting  Person agrees that this Statement is filed on its or
his behalf.

         Tremont and the CMRT are the direct holders of approximately  38.5% and
4.1%,  respectively,  of the  31,866,338  Shares  outstanding as of May 10, 2002
based on the Company's Quarterly Report on Form 10-Q for the quarter ended March
31,  2002 (the  "Outstanding  Shares").  Tremont  may be deemed to  control  the
Company.

         TGI,  TRE Holdings  and Valhi are the direct  holders of  approximately
80.0%, 0.1% and 0.1%, respectively,  of the outstanding shares of Tremont common
stock and together may be deemed to control Tremont.  Valhi and TRE Holdings are
the direct holders of 80.0% and 20.0%,  respectively of the  outstanding  common
stock of TGI and together may be deemed to control TGI. NL is the sole member of
TRE  Holdings and may be deemed to control TRE  Holdings.  Valhi and Tremont are
the  direct  holders of  approximately  61.7% and  20.9%,  respectively,  of the
outstanding  common  stock of NL and  together may be deemed to control NL. VGI,
National, Contran, the Foundation, the Contran Deferred Compensation Trust No. 2
(the  "CDCT No. 2") and the CMRT are the direct  holders of 81.7%,  9.5%,  2.1%,
0.5%, 0.4% and 0.1%, respectively,  of the common stock of Valhi. Together, VGI,
National  and Contran may be deemed to control  Valhi.  National,  NOA and Dixie
Holding  are the  direct  holders  of  approximately  73.3%,  11.4%  and  15.3%,
respectively,  of the outstanding common stock of VGI. Together,  National,  NOA
and Dixie  Holding may be deemed to control VGI.  Contran and NOA are the direct
holders of  approximately  85.7% and  14.3%,  respectively,  of the  outstanding
common stock of National and together may be deemed to control National. Contran
and  Southwest  are  the  direct  holders  of  approximately  49.9%  and  50.1%,
respectively,  of the outstanding common stock of NOA and together may be deemed
to  control  NOA.  Dixie Rice is the  direct  holder of 100% of the  outstanding
common  stock of Dixie  Holding  and may be deemed  to  control  Dixie  Holding.
Contran is the holder of 100% of the outstanding  common stock of Dixie Rice and
may be deemed to control  Dixie  Rice.  Contran  is the holder of  approximately
88.9% of the outstanding  common stock of Southwest and may be deemed to control
Southwest.

         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.  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.

         The CMRT directly holds  approximately  4.1% of the Outstanding  Shares
and 0.1% of the outstanding  shares of Valhi 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 adopt. Mr. Simmons is the sole trustee of the CMRT and a member of the
trust investment  committee for the CMRT. Mr. Simmons is a participant in one or
more of the employee benefit plans that invest through the CMRT.

         The Foundation  directly holds  approximately  0.5% of the  outstanding
Valhi common  stock.  The  Foundation is a tax-exempt  foundation  organized for
charitable  purposes.  Harold C.  Simmons is the chairman of the board and chief
executive officer of the Foundation and may be deemed to control the Foundation.

         The CDCT No. 2 directly  holds  approximately  0.4% of the  outstanding
Valhi 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 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.

         Valmont Insurance  Company  ("Valmont") and a subsidiary of NL directly
own 1,000,000 shares and 1,186,200 shares, respectively,  of Valhi common stock.
Valhi is the direct  holder of 100% of the  outstanding  common stock of Valmont
and may be deemed to control Valmont. Pursuant to Delaware law, Valhi treats the
shares of Valhi  common  stock  that  Valmont  and the  subsidiary  of NL own as
treasury  stock for voting  purposes and for the purposes of this Statement such
shares are not deemed outstanding.

         Mr.  Harold C.  Simmons is  chairman  of the board and chief  executive
officer of TGI, Valhi, VGI, National,  NOA, Dixie Holding, Dixie Rice, Southwest
and Contran.  Mr.  Simmons is also chairman of the board of NL and a director of
Tremont.

         By virtue of the holding of the offices,  the stock  ownership  and his
service as trustee,  all as described  above,  (a) Mr.  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 Shares
directly held by certain of such other entities.  However, Mr. Simmons disclaims
beneficial  ownership of the Shares beneficially owned,  directly or indirectly,
by any of such entities.

         Harold C.  Simmons'  spouse is the direct owner of 69,475  shares of NL
common stock and 77,000 shares of Valhi common stock.  Mr. Simmons may be deemed
to share indirect beneficial ownership of such shares. Mr. Simmons disclaims all
such beneficial ownership.

Item 3.  Source and Amount of Funds or Other Consideration.

         Item 3 is amended as follows:

         The total amount of funds the CMRT used to acquire the Shares purchased
by it as reported in Item 5(c) was $1,239,615.13 (including  commissions).  Such
funds were provided by the CMRT's cash on hand.

         The Reporting Persons understand that the funds required by each person
named in Schedule B to this  Statement to acquire Shares were from such person's
personal  funds or funds loaned to Mr. Robert E.  Musgraves by the Company under
the Company's executive stock ownership loan program, the terms of which are set
forth in the form of loan and pledge agreement  included as Exhibit 1 previously
filed with this Statement (which exhibit incorporates by reference Exhibit 10.18
to the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
2000).  Repayment of this loan is secured by the stock  purchased  with the loan
proceeds.

Item 4.  Purpose of Transaction

         Item 4 is amended as follows:

         No change except for the addition of the following:

         The CMRT purchased Shares for investment purposes.

         Depending  upon  their   evaluation  of  the  Company's   business  and
prospects,  and  upon  future  developments  (including,  but  not  limited  to,
performance of the Shares in the market, availability of funds, alternative uses
of funds, and money, stock market and general economic  conditions),  any of the
Reporting  Persons or other  entities that may be deemed to be  affiliated  with
Contran, may from time to time purchase Shares, and any of the Reporting Persons
or other entities that may be deemed to be affiliated with Contran may from time
to time dispose of all or a portion of the Shares held by such person,  or cease
buying or selling Shares.  Any such additional  purchases or sales of the Shares
may be in open market or privately negotiated transactions or otherwise.

         As described under Item 2 of this  Statement,  Harold C. Simmons may be
deemed to control the Company.

         Depending  upon  their   evaluation  of  the  Company's   business  and
prospects,  and  upon  future  developments  (including,  but  not  limited  to,
performance of the Shares in the market, availability of funds, alternative uses
of funds, the Reporting Persons' tax planning objectives and money, stock market
and general economic conditions), any of the Reporting Persons or other entities
that may be deemed to be affiliated  with Contran may from time to time purchase
Shares, and any of the Reporting  Persons,  or other entities that may be deemed
to be affiliated  with Contran may from time to time dispose of all or a portion
of the Shares held by such person,  or cease buying or selling Shares.  Any such
additional  purchases  or sales of the Shares may be in open market or privately
negotiated transactions or otherwise.

         As described under Item 2, Harold C. Simmons,  through Contran,  may be
deemed to control the Company.

         The  information  included in Item 6 of this Statement is  incorporated
herein by reference.

         The Reporting Persons understand that prior purchases of Shares by each
of the persons  named in Schedule B to this  Statement and Mr.  Simmons'  spouse
were made for the purpose of such person's personal investment.

         Certain of the persons named in Schedule B to this Statement, namely J.
Landis Martin, Robert E. Musgraves,  Glenn R. Simmons,  Thomas P. Stafford, Mark
A.  Wallace and Steven L. Watson,  are  directors or officers of the Company and
may acquire  Shares from time to time pursuant to benefit plans that the Company
sponsors or other compensation arrangements with the Company.

         Except as described in this Item 4, none of the Reporting  Persons nor,
to the best  knowledge of such persons,  any other person named in Schedule B to
the this Statement has formulated any plans or proposals that relate to or would
result in any matter  required to be  disclosed  in response to  paragraphs  (a)
through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

         Item 5 is amended as follows:

         No change except for the addition of the following:

         (a) Tremont and the CMRT are the direct beneficial owners of 12,280,005
and 1,294,900 Shares, respectively.

         By  virtue  of  the  relationships  described  under  Item  2  of  this
Statement:

                  (1) Tremont, TGI, TRE Holdings, NL, Valhi, VGI, National, NOA,
         Dixie Holding, Dixie Rice, Southwest, Contran and the Foundation may
         each be deemed to be the beneficial owner of the 12,280,005 Shares
         (approximately 38.5% of the Outstanding Shares) that Tremont holds
         directly; and

                  (2) The CMRT and Harold C. Simmons may each be deemed to be
         the beneficial owner of the 13,574,905 Shares (approximately 42.6% of
         the Outstanding Shares) that Tremont and the CMRT hold directly.

         Mr. Simmons disclaims beneficial ownership of all Shares.

         (b)      By virtue of the relationships described in Item 2:

                  (1) Tremont, TGI, TRE Holdings, NL, Valhi, VGI, National, NOA,
         Dixie Holding, Dixie Rice, Southwest, Contran and the Foundation may
         each be deemed to share the power to vote and direct the disposition of
         the 12,280,005 Shares (approximately 38.5% of the Outstanding Shares)
         that Tremont holds directly; and

                  (2) The CMRT and Harold C. Simmons may each be deemed to share
         the power to vote and direct the disposition of the 13,574,905 Shares
         (approximately 42.6% of the Outstanding Shares) that Tremont and the
         CMRT hold directly.

         (c) The table below sets forth purchases of the Shares by the Reporting
Persons since March 29, 2002. All of such purchases were effected by the CMRT on
the New York Stock Exchange.

                                                         Approximate Price
                                                             Per Share
       Date               Amount of Shares          (exclusive of commissions)
    ---------            -----------------               ------------------
     04/30/02                     15,000                      $3.7000
     04/30/02                     10,000                      $3.7100
     04/30/02                     10,000                      $3.7500
     05/01/02                     10,000                      $3.8100
     05/10/02                      2,200                      $3.8000
     05/10/02                     10,000                      $3.8100
     05/13/02                        100                      $3.8500
     05/13/02                      4,900                      $3.9000
     05/14/02                     12,100                      $4.0000
     05/14/02                     85,300                      $3.9397
     05/15/02                        300                      $3.9500
     05/15/02                      5,000                      $3.9700
     05/15/02                      9,900                      $4.0000
     05/16/02                      5,000                      $4.0000
     05/17/02                     57,600                      $3.9650
     05/17/02                      5,000                      $3.9500
     05/17/02                      5,000                      $4.0000
     05/20/02                      5,000                      $3.9000
     05/21/02                      4,200                      $3.9000
     05/22/02                     40,300                      $3.7724
     05/22/02                      2,000                      $3.7500
     05/22/02                        700                      $3.7600
     05/22/02                      7,400                      $3.7700
     05/22/02                      1,200                      $3.7700
     05/23/02                        100                      $3.7600
     05/23/02                        800                      $3.7900
     05/24/02                      5,800                      $3.9000

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.

         Item 6 is amended as follows:

         The  information  included in Items 3 and 4 of this Statement is hereby
incorporated herein by reference.

         Other than as set forth above, none of the Reporting Persons or, to the
best knowledge of such persons, any person named in Schedule B to this Statement
has  any  contract,   arrangement,   understanding  or  relationship  (legal  or
otherwise) with any person with respect to securities of the Company, including,
but not limited to,  transfer or voting of any such  securities,  finder's fees,
joint  ventures,  loans or option  arrangements,  puts or calls,  guarantees  of
profits, division of profits or losses, or the giving or withholding of proxies.





                                    Signature

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

Date:  May 28, 2002




                                                          /s/ Harold C. Simmons
                                                          ---------------------
                                                          Harold C. Simmons
                                                          Signing in the
                                                          capacities listed on
                                                          Schedule "A" attached
                                                          hereto and
                                                          incorporated herein by
                                                          reference.





                                    Signature

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

Date:  May 28, 2002




                                                          /s/ J. Landis Martin
                                                          ----------------------
                                                          J. Landis Martin
                                                          Signing in the
                                                          capacity listed on
                                                          Schedule "A" attached
                                                          hereto and
                                                          incorporated herein by
                                                          reference.





                                    Signature

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

Date:  May 28, 2002





                                                          /s/ Steven L. Watson
                                                          ----------------------
                                                          Steven L. Watson
                                                          Signing in the
                                                          capacities listed on
                                                          Schedule "A" attached
                                                          hereto and
                                                          incorporated herein by
                                                          reference.





                                   SCHEDULE A


HAROLD C. SIMMONS, in his individual capacity and as trustee for THE COMBINED
MASTER RETIREMENT TRUST.


J. LANDIS MARTIN,  as president and chief executive  officer of TREMONT
CORPORATION  and NL INDUSTRIES,  INC. and president of TREMONT
HOLDINGS, LLC.


STEVEN L. WATSON, as president or vice president of each of:

CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
TREMONT GROUP, INC.
VALHI GROUP, INC.
VALHI, INC.





                                   Schedule B

         Schedule B is hereby amended and restated as follows:

         The  names  of  the  directors   and  executive   officers  of  Contran
Corporation  ("Contran"),  Dixie Holding Company ("Dixie  Holding"),  Dixie Rice
Agricultural  Corporation,  Inc. ("Dixie Rice"), the Harold Simmons  Foundation,
Inc. (the "Foundation"),  National City Lines, Inc. ("National"), NL Industries,
Inc.  ("NL"),  NOA,  Inc.  ("NOA"),   Southwest  Louisiana  Land  Company,  Inc.
("Southwest"),  Tremont  Corporation  ("Tremont"),  Tremont Group, Inc. ("TGI"),
Valhi Group, Inc. ("VGI") and Valhi, Inc. ("Valhi"), and their present principal
occupations are set forth below. Except as otherwise indicated, each such person
is a citizen of the United  States of America and the  business  address of each
such person is 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.



            Name                                          Present Principal Occupation
-----------------------------                             ---------------------------------
                                                       
Eugene K. Anderson                                        Vice president of Contran, Dixie Holding, Dixie Rice, National,
                                                          NOA, Southwest, TGI, VGI and Valhi; and treasurer of the
                                                          Foundation.

Thomas E. Barry (1)                                       Vice president for executive affairs at Southern  Methodist
                                                          University  and  professor of marketing in the Edwin L. Cox
                                                          School of Business at Southern Methodist University;  and a
                                                          director of Valhi.

Norman S. Edelcup (2)                                     Senior  vice  president  business  development  of  Florida
                                                          Savings  Bancorp;  director  of Valhi;  and  trustee of the
                                                          Baron Funds, a mutual fund group.

Lisa Simmons Epstein                                      Director and president of the Foundation.

David B. Garten (3)                                       Vice  president,  general  counsel and secretary of NL; and
                                                          vice  president  and  secretary  of Tremont  Holdings,  LLC
                                                          ("TRE Holdings").

Edward J. Hardin (4)                                      Partner  of the law  firm of  Rogers &  Hardin  LLP;  and a
                                                          director of Valhi.

Robert D. Hardy (3)                                       Vice  president,  chief financial  officer,  controller and
                                                          treasurer of NL and vice  president  and  controller of TRE
                                                          Holdings.

J. Mark Hollingsworth                                     Vice  president  and  general  counsel  of  Contran,  Dixie
                                                          Holding,  Dixie Rice,  National,  NOA, Southwest,  TGI, VGI
                                                          and  Valhi;  general  counsel  of  the  Foundation,   CompX
                                                          International  Inc., a manufacturer  of ergonomic  computer
                                                          support   systems,   precision   ball  bearing  slides  and
                                                          security  products that is affiliated with Valhi ("CompX"),
                                                          and The Combined  Master  Retirement  Trust,  a trust Valhi
                                                          established to permit the  collective  investment by master
                                                          trusts  that  maintain  the  assets  of  certain   employee
                                                          benefit  plans  Valhi  and  related  companies  adopt  (the
                                                          "CMRT");   and   acting   general   counsel   of   Keystone
                                                          Consolidated Industries, Inc. ("Keystone"),  a manufacturer
                                                          of steel rod,  wire and wire  products  that is  affiliated
                                                          with Contran.

Keith A. Johnson                                          Controller of the Foundation.

William J. Lindquist                                      Director and senior vice president of Contran, Dixie Holding,
                                                          National, NOA, TGI and VGI; senior vice president of Dixie
                                                          Rice, Southwest and Valhi.

A. Andrew R. Louis                                        Secretary of Contran,  CompX,  Dixie  Holding,  Dixie Rice,
                                                          National, NOA, Southwest, TGI, VGI and Valhi.

Kelly D. Luttmer                                          Tax director of Contran, CompX, Dixie Holding, Dixie Rice,
                                                          National, NOA, Southwest, TGI, VGI and Valhi.

Ann Manix (5)                                             Managing  partner  of  Drucker  Research   Corporation,   a
                                                          privately  held  industrial  research firm; and director of
                                                          NL.

J. Landis Martin (6)                                      President,  chief  executive  officer and a director of NL;
                                                          president   of  TRE   Holdings;   chairman  of  the  board,
                                                          president  and  chief  executive  officer  of  Tremont  and
                                                          Titanium Metals Corporation (the "Company").

Andrew McCollam, Jr. (7)                                  President  and a director of  Southwest;  director of Dixie
                                                          Rice; and a private investor.

W. Hayden McIlroy (8)                                     Private investor  primarily in real estate;  and a director
                                                          of Tremont,  Med Images, a medical information company, and
                                                          Cadco  Systems,  Inc., a  manufacturer  of emergency  alert
                                                          systems.

Harold M. Mire (9)                                        Vice president of Dixie Rice and Southwest.

Robert E. Musgraves (6)                                   Executive  vice  president  and  general   counsel  of  the
                                                          Company; and vice president,  general counsel and secretary
                                                          of Tremont.

Bobby D. O'Brien                                          Vice president and treasurer of Contran, Dixie Holding, Dixie
                                                          Rice, National, NOA, TGI, VGI and Valhi; and vice president of
                                                          Southwest.

George E. Poston (10)                                     President  of Poston  Real  Estate  Co., a  privately  held
                                                          commercial  real  estate  investment  company,  and  Poston
                                                          Capital  Co., a  privately  held  investment  company;  and
                                                          director of NL.

Glenn R. Simmons                                          Vice chairman of the board of Contran, Dixie Holding, National,
                                                          NOA, TGI, VGI and Valhi; chairman of the board of CompX and
                                                          Keystone; director and executive vice president of Southwest
                                                          and Dixie Rice; and a director of NL, Tremont and the Company.

Harold C. Simmons                                         Chairman of the board and chief executive officer of
                                                          Contran, Dixie Holding, Dixie Rice, the Foundation,
                                                          National, NOA, Southwest, TGI, VGI and Valhi; chairman of
                                                          the board of NL; director of Tremont; and trustee and member
                                                          of the trust investment committee of the CMRT.

Richard A. Smith (9)                                      Vice president of Dixie Rice.

Thomas P. Stafford (11)                                   Co-founder   of  Stafford,   Burke  and  Hecker,   Inc.,  a
                                                          consulting company; director of NL, Tremont and the
                                                          Company; and a director of CMI Corporation and The
                                                          Wackenhut Corp.

Gregory M. Swalwell                                       Vice president and controller of Contran, Dixie Holding,
                                                          National, NOA, TGI, VGI and Valhi; and vice president of
                                                          Dixie Rice and Southwest.

J. Walter Tucker, Jr. (12)                                President,  treasurer  and a director  of Tucker & Branham,
                                                          Inc.,  a  mortgage  banking,   insurance  and  real  estate
                                                          company;   vice  chairman  of  the  board  of  Keystone;  a
                                                          director  of Valhi;  and a member  of the trust  investment
                                                          committee of the CMRT.

Mark A. Wallace (6)                                       Executive  vice  president,  chief  financial  officer  and
                                                          treasurer  of  the  Company;  and  vice  president,   chief
                                                          financial officer and treasurer of Tremont.

Steven L. Watson                                          Director and president of Contran, Dixie Holding,
                                                          National, NOA, TGI, VGI and Valhi; director and executive
                                                          vice president of Dixie Rice and Southwest; director,
                                                          vice president and secretary of the Foundation; and a
                                                          director of Tremont, NL and the Company.

Lawrence A. Wigdor (3)                                    Executive vice president of NL.

Terry N. Worrell (13)                                     Associated  with Worrell  Investments,  Inc., a real estate
                                                          investment company;  and a director of Tremont, and Regency
                                                          Centers, a publicly traded  developer/operator  of shopping
                                                          centers.

----------

(1)      The  principal  business  address for Dr.  Barry is Southern  Methodist
         University, Perkins Administration Bldg. #224, Dallas, Texas 75275.

(2)      The principal  business address for Mr. Edelcup is 8181 Southwest 117th
         Street, Pinecrest, Florida 33156.

(3)      The principal business address for Messrs.  Garten, Hardy and Wigdor is
         Two Greenspoint  Plaza,  16825 Northchase Drive,  Suite 1200,  Houston,
         Texas 77060.

(4)      The principal  business address for Mr. Hardin is 229 Peachtree Street,
         N.E., Suite 2700, Atlanta, Georgia 30303.

(5)      The principal  business  address for Ms. Manix is 6905 Telegraph  Road,
         Suite 300, Bloomfield Hills, Michigan 48301.

(6)      The  principal  business  address for  Messrs.  Martin,  Musgraves  and
         Wallace is 1999 Broadway, Suite 4300, Denver, Colorado 80202.

(7)      The principal  business  address for Mr.  McCollam is 402 Canal Street,
         Houma, Louisiana 70360.

(8)      The  principal  business  address  for Mr.  McIlroy is 6116 N.  Central
         Expressway, Dallas, Texas 75206.

(9)      The  principal  business  address  for  Messrs.  Mire and  Smith is 600
         Pasquiere Street, Gueydan, Louisiana 70542-0010.

(10)     The  principal  business  address  for Mr.  Poston is 3407  North  Hall
         Street, Dallas, Texas 75219.

(11)     The  principal  business  address  for Gen.  Stafford  is 1006  Cameron
         Street, Alexandria, Virginia 22314.

(12)     The  principal  business  address  for  Mr.  Tucker  is 400 E.  Central
         Boulevard, Orlando, Florida 32801.

(13)     The principal business address for Mr. Worrell is 6909 Vassar,  Dallas,
         Texas 75205.






                                   SCHEDULE C

         Schedule C is hereby amended and restated as follows:

         Based upon ownership  filings with the  Commission or upon  information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to personally beneficially own Shares, as outlined below:



                                                              Shares                 Options
           Name                                                Held                  Held (1)              Total
--------------------------                                  -----------             -----------         -----------
                                                                                                
Eugene K. Anderson                                              -0-                     -0-                  -0-

Thomas E. Barry                                                 -0-                     -0-                  -0-

Norman S. Edelcup                                               -0-                     -0-                  -0-

Lisa Simmons Epstein                                            -0-                     -0-                  -0-

David B. Garten                                                 -0-                     -0-                  -0-

Edward J. Hardin                                                -0-                     -0-                  -0-

Robert D. Hardy                                                 -0-                     -0-                  -0-

J. Mark Hollingsworth                                           -0-                     -0-                  -0-

Keith A. Johnson                                              1,500                     -0-                1,500

William J. Lindquist                                            -0-                     -0-                  -0-

A. Andrew R. Louis                                              -0-                     -0-                  -0-

Kelly D. Luttmer                                                100                     -0-                  100

Ann Manix                                                       -0-                     -0-                  -0-

J. Landis Martin (2)                                         81,417                 340,600              422,017

Andrew McCollam, Jr.                                            -0-                     -0-                  -0-

W. Hayden McIlroy                                               -0-                     -0-                  -0-

Harold M. Mire                                                  -0-                     -0-                  -0-

Robert E. Musgraves (3)                                      50,350                  52,800              103,150

Bobby D. O'Brien                                                -0-                     -0-                  -0-

George E. Poston                                                -0-                     -0-                  -0-

Glenn R. Simmons                                              8,000                   5,000               13,000

Harold C. Simmons (4)                                           -0-                     -0-                  -0-

Richard A. Smith                                                -0-                     -0-                  -0-

Thomas P. Stafford                                            4,600                   6,500               11,100

Gregory M. Swalwell                                             -0-                     -0-                  -0-

J. Walter Tucker, Jr.                                           -0-                     -0-                  -0-

Mark A. Wallace (5)                                          38,500                  48,000               86,500

Steven L. Watson                                             10,500                  10,000               20,500

Lawrence A. Wigdor                                              -0-                     -0-                  -0-

Terry N. Worrell                                                -0-                     -0-                  -0-

----------

(1)      Represents  Shares  issuable  pursuant to the exercise of stock options
         within 60 days of the date of this Statement.

(2)      Includes  (i)  400  Shares  Mr.  Martin's  daughters  hold,  beneficial
         ownership of which Mr. Martin disclaims, and (ii) 4,017 Shares issuable
         to Mr. Martin or parties or entities  related to him upon conversion of
         3,000  of  the 6  5/8%  Convertible  Preferred  Securities,  Beneficial
         Unsecured Convertible Securities of TIMET Capital Trust 1.

(3)      Includes  (i) 200 Shares owned by the other  members of Mr.  Musgraves'
         household,  beneficial  ownership of which Mr. Musgraves  disclaims and
         (ii) 24,000  Shares that  represent  restricted  shares with respect to
         which  Mr.  Musgraves  has the  power  to vote  and  right  to  receive
         dividends.

(4)      Mr. Simmons may be deemed to possess indirect  beneficial  ownership of
         the Shares as described  in Item 5(a) of this  Statement.  Mr.  Simmons
         disclaims beneficial ownership of all Shares.

(5)      Includes 24,000 Shares that represent restricted shares with respect to
         which Mr. Wallace has the power to vote and right to receive dividends.