VALHI INC /DE/ — Director's Dealing 2004

Sep 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TITANIUM METALS CORP (TIE)
CIK: 0001011657
Period of Report: 2004-09-01

Reporting Person: CONTRAN CORP (10% Owner)
Reporting Person: VALHI INC /DE/ (10% Owner)
Reporting Person: NATIONAL CITY LINES INC (10% Owner)
Reporting Person: TREMONT LLC (10% Owner)
Reporting Person: DIXIE RICE AGRICULTURE CORP INC (10% Owner)
Reporting Person: NOA INC (10% Owner)
Reporting Person: SOUTHWEST LOUISIANA LAND CO INC (10% Owner)
Reporting Person: VALHI GROUP INC (10% Owner)
Reporting Person: SIMMONS HAROLD C (Director, Vice Chairman, 10% Owner)
Reporting Person: Simmons Annette C (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-01	TIMET Capital Trust I Convertible Preferred Securities	$0	J	14700	Disposed	2026-12-01	Common stock, $0.01 par value per share (9842)	Indirect
2004-09-01	6 3/4% Series A Convertible Preferred Stock	$0.00	J	14700	Acquired		Common stock, $0.01 par value per share (24500)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	6309250	Indirect
Common Stock, par value $0.01 per share	176000	Indirect

Footnotes

F1: On August 26, 2004, the issuer effected a 5-for-1 stock split of its common stock, par value $0.01 per share ("Common
Stock").

F2: Directly held by Tremont LLC. See the Additional Information filed as Exhibit 99 to this statement for a description of the
relationships among the persons joining in this filing.

F3: Directly held by Valhi, Inc. ("Valhi"). See the Additional Information filed as Exhibit 99 to this statement for a
description of the relationships among the persons joining in this filing.

F4: 6 5/8% Convertible Preferred Securities, Beneficial Unsecured Convertible Securities, liquidation preference $50 per
security, which represent undivided beneficial ownership interests in the assets of TIMET Capital Trust I, a Delaware
statutory business trust ("BUCS").

F5: The BUCs are convertible into Common Stock at a rate of one BUC for 0.6695 of a share of Common Stock.

F6: Valhi disposed of 14,700 BUCs in exchange for 14,700 shares of 6 3/4% Series A Convertible Preferred Stock,
par value $0.01 per share, of the issuer (the "Series A Preferred Stock") in an issuer exchange offer (the "Exchange Offer").

F7: Exercisable immediately.

F8: The Series A Preferred Stock is convertible into shares of Common Stock at a rate of one share of Series A Preferred Stock
for one and two-thirds shares of Common Stock.

F9: Not applicable.