SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

CompX International Inc.
(Name of Issuer)

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

20563P 10 1
(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)

July 6, 2004
(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.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

TIMET Finance Management Company

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

(a)  [   ]

(b)  [   ]

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

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,442,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,442,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,442,010

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

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

28.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Titanium Metals Corporation

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

(a)  [   ]

(b)  [   ]

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

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,442,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,442,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,442,010

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

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

28.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Tremont LLC

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

(a)  [   ]

(b)  [   ]

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                                     1,442,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,442,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,442,010

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

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

28.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Valhi, Inc.

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

(a)  [   ]

(b)  [   ]

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

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,816,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,816,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,816,010

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

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

35.2%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Valhi Group, Inc.

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

(a)  [   ]

(b)  [   ]

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                                     1,816,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,816,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,816,010

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

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

35.2%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

National City Lines, Inc.

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

(a)  [   ]

(b)  [   ]

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                                     1,816,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,816,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,816,010

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

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

35.2%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

NOA, Inc.

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

(a)  [   ]

(b)  [   ]

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                                     1,816,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,816,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,816,010

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

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

35.2%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Dixie Holding Company

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

(a)  [   ]

(b)  [   ]

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                                     1,816,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,816,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,816,010

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

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

35.2%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Dixie Rice Agricultural Corporation, Inc.

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

(a)  [   ]

(b)  [   ]

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                                     1,816,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,816,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,816,010

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

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

35.2%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Southwest Louisiana Land Company, Inc.

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

(a)  [   ]

(b)  [   ]

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                                     1,816,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,816,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,816,010

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

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

35.2%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Contran Corporation

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

(a)  [   ]

(b)  [   ]

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                                     1,816,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,816,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,816,010

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

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

35.2%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The Combined Master Retirement Trust

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

(a)  [   ]

(b)  [   ]

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                                     1,816,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,816,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,816,010

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

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

35.2%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

EP

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Harold Simmons Foundation, Inc.

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

(a)  [   ]

(b)  [   ]

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                                     1,816,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,816,010

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,816,010

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

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

35.2%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Harold C. Simmons

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

(a)  [   ]

(b)  [   ]

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

90,700
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,836,010
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                          90,700

10     SHARED DISPOSITIVE POWER

1,836,010

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. 6
TO SCHEDULE 13D

This amended  statement on Schedule 13D (this  "Statement")  relates to the
class A common stock, par value $0.01 per share (the "Class A Shares"), of CompX
International Inc., a Delaware corporation (the "Company").  Items 2, 3, 4, 5, 6
and 7 of this Statement are hereby amended as set forth below.

Item 2.  Identity and Background.

Item 2 is amended and restated as follows.

(a)  The   following   entities  or  person  are  filing   this   Statement
(collectively, the "Reporting Persons"):

(i) TIMET Finance  Management  Company  ("TFMC") as a direct holder of
Class A Shares;

(ii) Titanium Metals Corporation ("TIMET") and Tremont LLC ("Tremont")
by virtue of their direct and indirect ownership of TFMC, respectively;

(iii) Valhi, Inc. ("Valhi") by virtue of its direct ownership of Class
A Shares and its indirect ownership of TFMC;

(iv)  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"),  The  Combined  Master  Retirement  Trust (the "CMRT") and the
Harold  Simmons  Foundation,  Inc.  (the  "Foundation")  by virtue of their
indirect ownership of TFMC and direct or indirect ownership of Valhi; and

(v) Harold C.  Simmons by virtue of his  direct  ownership  of Class A
Shares and his positions with Contran and certain of the other entities (as
described in this Statement).

By signing this Statement, each  Reporting  Person agrees that this Statement is
filed on its or his behalf.

TFMC and Valhi are the  holders  of 28.0%  and 7.3%,  respectively,  of the
5,156,780  Class  A  Shares  outstanding  as  of  July  19,  2004  according  to
information the Company provided (the "Outstanding Class A Shares").

Valcor,  Inc.  ("Valcor") directly holds 100%, or 10,000,000 shares, of the
Company's class B common stock,  par value $0.01 per share (the "Class B Shares"
and collectively  with the Class A Shares shall be referred to as the "Shares").
The description of the relative rights of the Shares  contained in the Company's
restated certificate of incorporation is hereby incorporated herein by reference
to Exhibit 1 to this Statement. As a result of its ownership of all of the Class
B Shares, Valcor directly holds approximately 66.0% of the combined voting power
(95.1% for the  election of  directors)  of all  classes of voting  stock of the
Company. Valcor may be deemed to control the Company.

As a result of Valcor's direct ownership of all of the Class B Shares,  and
TFMC's and Valhi's  direct  ownership  of 28.0% and 7.3%,  respectively,  of the
Outstanding  Class A Shares,  Valhi,  directly and indirectly,  may be deemed to
hold approximately 78.0% of the combined voting power (96.8% for the election of
directors) of all classes of voting stock of the Company.

TIMET is the  direct  holder  of 100% of the  outstanding  shares of common
stock of TFMC.  Tremont,  the CMRT,  Harold C. Simmons' spouse and Valhi are the
holders of approximately  39.7%,  10.5%, 6.3% and 1.2% of the outstanding shares
of TIMET common stock.  Tremont may be deemed to control TIMET. The ownership of
Mr.  Simmons'  spouse is based on the  1,600,000  6 5/8%  Convertible  Preferred
Securities, Beneficial Unsecured Convertible Securities of TIMET Capital Trust I
(the "BUCs") that she directly owns,  which are convertible  into 214,240 shares
of TIMET common  stock.  The ownership of Valhi  includes  1,968 shares of TIMET
common stock that Valhi has the right to acquire upon  conversion of 14,700 BUCs
that Valhi directly holds.  The percentage  ownership of TIMET common stock held
by each of Mr. Simmons' spouse and Valhi assumes the full conversion of only the
BUCS she or Valhi owns, respectively.

Valhi is the direct holder of 100% of the outstanding  membership interests
of Tremont and 100% of the outstanding  shares of common stock of Valcor.  Valhi
may be deemed to  control  Tremont  and  Valcor.  VGI,  National,  Contran,  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%,  3.2%,  0.9%,  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  shares of 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 shares of 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  shares of common stock of NOA and together may be deemed to
control NOA. Dixie Rice is the direct holder of 100% of the  outstanding  shares
of common  stock of Dixie  Holding and may be deemed to control  Dixie  Holding.
Contran is the holder of 100% of the outstanding shares of common stock of Dixie
Rice  and may be  deemed  to  control  Dixie  Rice.  Contran  is the  holder  of
approximately  88.9% of the outstanding  shares of 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, or held by Mr.
Simmons or persons or other entities related to Mr. Simmons.  As sole trustee of
the Trusts,  Mr. Simmons has the power to vote and direct the disposition of the
shares of Contran  stock held by the Trusts.  Mr.  Simmons,  however,  disclaims
beneficial ownership of any shares of Contran stock that the Trusts hold.

The Foundation  directly holds approximately 0.9% of the outstanding shares
of Valhi 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.

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

The CMRT directly holds  approximately  10.5% of the outstanding  shares of
TIMET common  stock 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 also a
participant in one or more of the employee benefit plans that invest through the
CMRT.

Valmont Insurance  Company  ("Valmont"),  NL Industries,  Inc. ("NL") and a
subsidiary of NL directly own 1,000,000  shares,  3,522,967 shares and 1,186,200
shares, respectively,  of Valhi common stock. Valhi is the direct holder of 100%
of the  outstanding  shares of Valmont common stock and may be deemed to control
Valmont.  Valhi, Tremont and TFMC are the direct holders of approximately 62.3%,
21.1% and 0.5%,  respectively,  of the outstanding shares of NL common stock and
together  may be deemed to control  NL.  Valhi is the sole member of Tremont and
may be deemed to control  Tremont.  Pursuant to Delaware  law,  Valhi treats the
shares of Valhi common stock that  Valmont,  NL 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 of Tremont,  Valcor,  Valhi,
VGI,  National,  NOA,  Dixie  Holding,  Dixie  Rice,  Southwest  and Contran and
chairman of the board and chief executive officer of NL.

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 the Shares
that are directly held by Valcor, TFMC or Valhi.  However, Mr. Simmons disclaims
such  beneficial  ownership  of  the  Shares  beneficially  owned,  directly  or
indirectly,  by any of such  entities,  except to the  extent of his  individual
vested beneficial interest,  if any, in the assets the CMRT or his interest as a
beneficiary of the CDCT No. 2.

Harold C.  Simmons'  spouse is the direct  owner of 20,000  Class A Shares,
69,475 shares of NL common stock and 43,400  shares of Valhi common  stock.  Mr.
Simmons may be deemed to share indirect beneficial  ownership of such Shares. He
disclaims all such beneficial ownership.

Harold C.  Simmons is the  direct  owner of 90,700  Class A Shares,  30,800
shares of NL common stock (including options  exercisable for 6,000 shares of NL
common stock) and 3,383 shares of Valhi common stock.

A trust of which Harold C. Simmons and his spouse are  co-trustees  and the
beneficiaries of which are the  grandchildren of his spouse is the direct holder
of  40,000  shares of Valhi  common  stock.  Mr.  Simmons  disclaims  beneficial
ownership of these shares.

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

Item 3 is amended as follows.

The total  amount of funds  TFMC used to  acquire  the Class A Shares  TFMC
purchased as reported in Item 5(c) was  $1,877,954.00  (including  commissions).
TFMC  obtained  such funds through an  intercompany  advance from TIMET,  net of
amounts TIMET owed TFMC, if any.

Item 4.  Purpose of Transaction.

Item 4 is amended as follows.

TFMC  purchased  the  Class A  Shares  reported  in Item  5(c) in  order to
increase its equity interest in 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
Class A 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 Class A 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 Class A Shares held by such  person,  or
cease buying or selling Class A Shares.  Any such additional  purchases or sales
of the Class A Shares may be in open market or privately negotiated transactions
or otherwise.

The information included in Item 2 of this Statement is hereby incorporated
herein by  reference.  As described  under Item 2 of this  Statement,  Harold C.
Simmons may be deemed to control the Company.

Item 5.  Interest in Securities of the Issuer.

Item 5 is amended as follows.

(a) TFMC, Valhi, Harold C. Simmons and his spouse are the direct beneficial
owners of 1,442,010, 374,000, 90,700 and 20,000 Class A Shares, respectively.

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

(1) TFMC,  TIMET and Tremont  may each be deemed to be the  beneficial
owner  of  the  1,442,010  Class  A  Shares  (approximately  28.0%  of  the
Outstanding Class A Shares) that TFMC holds directly;

(2) Valhi, VGI, National,  NOA, Dixie Holding,  Dixie Rice, Southwest,
Contran,  the  CMRT  and  the  Foundation  may  each  be  deemed  to be the
beneficial  owner of the 1,816,010 Class A Shares  (approximately  35.2% of
the Outstanding Class A Shares) that TFMC and Valhi hold directly; and

(3) Harold C. Simmons may be deemed to be the beneficial  owner of the
1,926,710 Class A Shares  (approximately  37.4% of the Outstanding  Class A
Shares) that TFMC, Valhi, he and his spouse hold directly.

Except to the extent  of the  90,700 Class A Shares he holds directly, Harold C.
Simmons disclaims beneficial ownership of all Class A Shares.

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

(1) TFMC,  TIMET and  Tremont may each be deemed to share the power to
vote  and  direct  the   disposition  of  the  1,442,010   Class  A  Shares
(approximately  28.0% of the  Outstanding  Class A Shares)  that TFMC holds
directly;

(2) Valhi, VGI, National,  NOA, Dixie Holding,  Dixie Rice, Southwest,
Contran,  the CMRT and the Foundation may each be deemed to share the power
to vote  and  direct  the  disposition  of the  1,816,010  Class  A  Shares
(approximately 35.2% of the Outstanding Class A Shares) that TFMC and Valhi
hold directly;

(3)  Harold  C.  Simmons  may be deemed to share the power to vote and
direct the disposition of the 1,836,010 Class A Shares (approximately 35.6%
of the  Outstanding  Class A Shares)  that TFMC,  Valhi and his spouse hold
directly; and

(4) Harold C. Simmons may be deemed to have the sole power to vote and
direct the disposition of the 90,700 Class A Shares  (approximately 1.8% of
the Outstanding Class A Shares) that he directly holds.

(c) TFMC is the only Reporting  Person to have  transactions in the Class A
Shares  during the past 60 days.  TFMC executed the  following  transactions  in
Class A Shares on the New York Stock Exchange.

Number of        Approximate Price Per Share ($)
Date                 Shares            (exclusive of commissions)
------------         -------------      -------------------------------

05/21/04                 7,100                    $13.40
06/16/04                   400                    $14.84
06/16/04                   600                    $14.85
06/16/04                   200                    $14.95
06/16/04                 2,500                    $15.00
06/21/04                   700                    $14.99
06/21/04                 2,500                    $15.00
06/28/04                 2,200                    $14.94
06/28/04                   200                    $14.99
06/28/04                37,600                    $15.00
07/06/04                10,200                    $14.00
07/06/04                 5,000                    $14.50
07/07/04                 1,700                    $13.90
07/07/04                   100                    $13.91
07/07/04                 1,600                    $13.99
07/07/04                21,600                    $14.00
07/08/04                12,400                    $14.00
07/08/04                 4,100                    $13.99
07/08/04                   200                    $13.98
07/08/04                   100                    $13.97
07/08/04                   100                    $13.93
07/08/04                   800                    $13.85
07/08/04                   200                    $13.82
07/09/04                 1,800                    $14.00
07/14/04                 2,000                    $14.00
07/15/04                 3,700                    $14.00
07/16/04                10,500                    $14.00
07/19/04                   400                    $14.00

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

Item 6 is amended as follows.

TIMET, TFMC and certain other subsidiaries of TIMET are parties to a $105.0
million  revolving credit and letter of credit facility dated as of February 25,
2000,  as  amended  and  supplemented   through  June  2,  2004  (the  "Congress
Facility"), with Congress Financial Corporation (Southwest)("Congress"). TFMC is
a guarantor of the Congress  Facility.  Borrowings  under the Congress  Facility
bear  interest at the rate  announced  publicly from time to time by Congress as
its base rate  plus  0.5% to 1.0% or at a rate of 2.0% to 2.5%  over the  London
interbank  offered rate of interest  ("LIBOR") (the interest rate depends on the
fixed charge  coverage  ratio as defined in the Congress  Facility)  and are due
February 25, 2006 or such extended maturity date as may be mutually agreed.  The
Congress Facility requires TIMET's U.S. daily cash receipts to be used to reduce
outstanding  borrowings,  which may then be reborrowed,  subject to the terms of
the agreement.  TFMC's guarantee of the Congress Facility is collateralized  by,
among other things,  certain Class A Shares.  On July 19, 2004, TFMC had pledged
all of its 1,442,010 Class A Shares under the Congress  Facility.  The foregoing
summary of the  Congress  Facility is  qualified in its entirety by reference to
Exhibits 3 through 8 to this Statement,  all of which are incorporated herein by
this reference.

The Company's  restated  certificate of incorporation sets forth the voting
rights, transfer restrictions and conversion rights of the Class A Shares, which
restated  certificate is hereby incorporated herein by reference to Exhibit 1 to
this Schedule.

The information included in Item 4 of this Statement is hereby incorporated
herein by reference.

Item 7.  Material to be Filed as Exhibits.

Item 7 is amended and restated as follows.

Exhibit 1      Restated Certificate of Incorporation of CompX International Inc.
(incorporated  by reference to Exhibit 3.1 to Amendment  No. 1 to
the CompX International Inc.  Registration  Statement on Form S-1
filed with the Securities and Exchange  Commission on February 4,
1998; registration number 333-42643).

Exhibit 2      Stock  Purchase  Agreement dated  as  of  March 15, 2004  by  and
between Titanium Metals  Corporation and TIMET Finance Management
Company.

Exhibit 3      Loan  and  Security  Agreement  by and among  Congress  Financial
Corporation   (Southwest),   as  lender,   and  Titanium   Metals
Corporation and Titanium Hearth Technologies, Inc., as borrowers,
dated  February  25, 2000,  incorporated  by reference to Exhibit
10.12 to the  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1999 of Titanium Metals Corporation.

Exhibit 4      Amendment  No. 1  to Loan  and Security Agreement  by  and  among
Congress  Financial  Corporation  (Southwest),   as  lender,  and
Titanium Metals  Corporation  and Titanium  Hearth  Technologies,
Inc.,  as borrowers,  dated  September 7, 2001,  incorporated  by
reference  to Exhibit 10.3 to the  Quarterly  Report on Form 10-Q
for the quarter  ended  September  30,  2001 of  Titanium  Metals
Corporation.

Exhibit 5      Amendment  No.  2  to Loan  and  Security  Agreement by and among
Congress  Financial  Corporation  (Southwest),   as  lender,  and
Titanium Metals  Corporation  and Titanium  Hearth  Technologies,
Inc.,  as  borrowers,  dated  October 23, 2002,  incorporated  by
reference  to Exhibit 10.1 to the  Quarterly  Report on Form 10-Q
for the quarter  ended  September  30,  2002 of  Titanium  Metals
Corporation.

Exhibit 6      Amendment  No. 3  to  Loan and  Security  Agreement  by and among
Congress  Financial  Corporation  (Southwest),   as  lender,  and
Titanium Metals  Corporation  and Titanium  Hearth  Technologies,
Inc.,  as  borrowers,  dated  March  18,  2004  (incorporated  by
reference  to Exhibit 6 to  Amendment  No. 4 to this  Statement).
Certain exhibits, annexes and similar attachments to this Exhibit
6 have not been filed;  upon request,  the Reporting Persons will
furnish  supplementally to the Securities and Exchange Commission
a copy of any omitted exhibit, annex or attachment.

Exhibit 7      Investment Property Pledge and Security Agreement dated March 18,
2004  executed by TIMET  Finance  Management  Company in favor of
Congress  Financial  Corporation  (Southwest)   (incorporated  by
reference  to Exhibit 7 to  Amendment  No. 4 to this  Statement).
Certain exhibits, annexes and similar attachments to this Exhibit
7 have not been filed;  upon request,  the Reporting Persons will
furnish  supplementally to the Securities and Exchange Commission
a copy of any omitted exhibit, annex or attachment.

Exhibit 8      Amendment  No. 4  to  Loan  and Security Agreement  by  and among
Congress  Financial  Corporation  (Southwest),   as  lender,  and
Titanium Metals  Corporation  and Titanium  Hearth  Technologies,
Inc.,  as  borrowers,  and  TIMET  Millbury  Corporation,   TIMET
Castings  Corporation,  TIMET Finance Management Company and TMCA
International,   Inc.,   as   guarantors,   dated  June  2,  2004
(incorporated  by reference  to Exhibit  10.1 to Titanium  Metals
Corporation's   Pre-Effective   Amendment   No.  1  to  Form  S-4
Registration  Statement  filed with the  Securities  and Exchange
Commission on June 23, 2004; registration number 333-114218).

Exhibit 9*     Promissory  Note between Titanium Metals  Corporation,  as maker,
and TIMET Finance Management Company, as payee, dated November 5,
2001.

-----------
*  Filed herewith.

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:  July 19, 2004

/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:  July 19, 2004

/s/ Steven L. Watson
--------------------------
Steven L. Watson
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:  July 19, 2004

/s/ Gregory M. Swalwell
--------------------------
Gregory M. Swalwell
Signing in the
capacity listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.

SCHEDULE A

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

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 LLC
VALHI GROUP, INC.
VALHI, INC.

GREGORY M. SWALWELL, as vice president of each of:

TITANIUM METALS CORPORATION
TIMET FINANCE MANAGEMENT COMPANY

INDEX TO EXHIBITS

Exhibit 1      Restated Certificate of Incorporation of CompX International Inc.
(incorporated  by reference to Exhibit 3.1 to Amendment  No. 1 to
the CompX International Inc.  Registration  Statement on Form S-1
filed with the Securities and Exchange  Commission on February 4,
1998; registration number 333-42643).

Exhibit 2      Stock  Purchase  Agreement dated  as  of  March  15, 2004 by  and
between Titanium Metals  Corporation and TIMET Finance Management
Company.

Exhibit 3      Loan  and  Security  Agreement  by and among  Congress  Financial
Corporation   (Southwest),   as  lender,   and  Titanium   Metals
Corporation and Titanium Hearth Technologies, Inc., as borrowers,
dated  February  25, 2000,  incorporated  by reference to Exhibit
10.12 to the  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1999 of Titanium Metals Corporation.

Exhibit 4      Amendment  No. 1 to  Loan  and Security  Agreement by  and  among
Congress  Financial  Corporation  (Southwest),   as  lender,  and
Titanium Metals  Corporation  and Titanium  Hearth  Technologies,
Inc.,  as borrowers,  dated  September 7, 2001,  incorporated  by
reference  to Exhibit 10.3 to the  Quarterly  Report on Form 10-Q
for the quarter  ended  September  30,  2001 of  Titanium  Metals
Corporation.

Exhibit 5      Amendment No. 2 to Loan  and S ecurity  Agreement  by  and  among
Congress  Financial  Corporation  (Southwest),   as  lender,  and
Titanium Metals  Corporation  and Titanium  Hearth  Technologies,
Inc.,  as  borrowers,  dated  October 23, 2002,  incorporated  by
reference  to Exhibit 10.1 to the  Quarterly  Report on Form 10-Q
for the quarter  ended  September  30,  2002 of  Titanium  Metals
Corporation.

Exhibit 6      Amendment No. 3 to Loan  and  Security  Agreement  by  and  among
Congress  Financial  Corporation  (Southwest),   as  lender,  and
Titanium Metals  Corporation  and Titanium  Hearth  Technologies,
Inc.,  as  borrowers,  dated  March  18,  2004  (incorporated  by
reference  to Exhibit 6 to  Amendment  No. 4 to this  Statement).
Certain exhibits, annexes and similar attachments to this Exhibit
6 have not been filed;  upon request,  the Reporting Persons will
furnish  supplementally to the Securities and Exchange Commission
a copy of any omitted exhibit, annex or attachment.

Exhibit 7      Investment Property Pledge and Security Agreement dated March 18,
2004  executed by TIMET  Finance  Management  Company in favor of
Congress  Financial  Corporation  (Southwest)   (incorporated  by
reference  to Exhibit 7 to  Amendment  No. 4 to this  Statement).
Certain exhibits, annexes and similar attachments to this Exhibit
7 have not been filed;  upon request,  the Reporting Persons will
furnish  supplementally to the Securities and Exchange Commission
a copy of any omitted exhibit, annex or attachment.

Exhibit 8      Amendment No. 4 to Loan  and  Security  Agreement  by  and  among
Congress  Financial  Corporation  (Southwest),   as  lender,  and
Titanium Metals  Corporation  and Titanium  Hearth  Technologies,
Inc.,  as  borrowers,  and  TIMET  Millbury  Corporation,   TIMET
Castings  Corporation,  TIMET Finance Management Company and TMCA
International,   Inc.,   as   guarantors,   dated  June  2,  2004
(incorporated  by reference  to Exhibit  10.1 to Titanium  Metals
Corporation's   Pre-Effective   Amendment   No.  1  to  Form  S-4
Registration  Statement  filed with the  Securities  and Exchange
Commission on June 23, 2004; registration number 333-114218).

Exhibit 9*     Promissory  Note between Titanium Metals  Corporation,  as maker,
and TIMET Finance Management Company, as payee, dated November 5,
2001.

-----------
*  Filed herewith.

Exhibit 9
---------

PROMISSORY NOTE
---------------

$30,000,000.00                                              November 5, 2001
Wilmington, Delaware

For value  received and  intending  to be legally  bound,  TITANIUM  METALS
CORPORATION,  a Delaware  corporation  with an address of 1999  Broadway,  Suite
#4300,  Denver, CO 80202 ("Maker") promises to pay to the order of TIMET FINANCE
MANAGEMENT  COMPANY,  a Delaware  corporation,  with an address of 300  Delaware
Avenue, Ninth Floor, Wilmington, Delaware 19801 (hereinafter called "Payee"), or
such other place as Payee may designate in writing,  the principal sum of THIRTY
MILLION ($30,000,000.00) DOLLARS lawful money of the United States of America or
such lesser principal amount as may be advanced to Maker from time to time under
a revolving line of credit,  together with interest on the outstanding principal
balance hereof as set forth below.

Payee hereby agrees to lend funds  (individually a "Revolving Credit Loan,"
and  collectively  the  "Revolving  Credit  Loans")  to Maker from time to time,
during the period from and after the date of this Promissory Note ("Note") until
the termination  hereof upon demand by Payee ("Maturity  Date"), in an aggregate
principal  amount not to exceed at any one time  outstanding  $30,000,000.  Each
Revolving  Credit Loan shall be in the face  amount of $100,000 or any  multiple
thereof.  As  requested  by Maker,  so long as Maker is not in  default  hereof,
amounts  prepaid may be  reborrowed  under this Note.  Maker shall provide Payee
with  notice of its  request for a  Revolving  Credit  Loan  advance,  and shall
provide Payee with all documentation  reasonably  requested by Payee in relation
to such advances.  The amount of each  Revolving  Credit Loan made hereunder and
all payments  made on account of the principal of this Note shall be recorded by
the Payee and the Maker in  accordance  with  their  respective  customary  past
practices.

This Note shall be payable as follows:  (i) accrued  interest in arrears on
the outstanding  principal balance advanced  hereunder at the Applicable Rate of
Interest  (defined  below) then in effect shall be due and payable  quarterly on
the last day of each quarter thereafter until the Maturity Date; and (ii) on the
Maturity Date, a final  installment shall be due and payable which shall include
all unpaid  amounts of the  principal  balance and  interest  accrued and unpaid
thereon, and any and all other payments or amounts due under this Note.

The "Applicable  Rate of Interest" is that rate of interest which is at all
times  equal to one percent  (1.0%) per annum  higher than the three month LIBOR
rate as reported from time to time in the column  entitled  "Money Rates" in The
Wall Street  Journal.  The Applicable Rate of Interest shall change on the first
day of each calendar quarter. When such prime rate changes on a day other than a
payment  date under this Note,  interest  for the month in which such  change or
changes  occur shall be  calculated on a per diem basis with the varying rate in
effect during each period. If any installment of principal and/or interest under
this  Note is not paid on its due date or if the Maker  fails to pay the  entire
principal  balance,  together with interest accrued thereon,  and all other sums
due under this Note on the Maturity Date,  interest shall be due on such overdue
amount (including overdue interest) from its due date to the date on which it is
paid at the rate of two percent  (2.00%) per annum above the Applicable  Rate of
Interest  but shall in no case be more than the highest  rate  permitted  by law
(the  "Default  Rate").  Such interest at the Default Rate shall (in addition to
all other  interest)  be due on each  payment  date and on the date on which the
overdue  amount  is  paid.  Interest  at the  Default  Rate  shall be due on all
interest  from the date on which it was due  until  the date on which it is paid
and any interest which is not paid at maturity  (whether  stated or accelerated)
shall be added to the principal balance of this Note on the Maturity Date.

Maker  may  prepay  the  unpaid  principal  sum  hereof in whole or in part
without prepayment charge or premium.

In the event any of the  aforesaid  payments of interest  and/or  principal
remain unpaid  fifteen (15) days after such  payments are due,  Maker shall pay,
upon demand by Payee, a delinquency charge of one tenth of one percent (0.1%) of
the amount so overdue to cover the extra expense involved in handling delinquent
payments.  Provisions  for such  delinquency  charge  shall not be  construed to
permit Maker to make any payment  after its due date,  obligate  Payee to accept
any overdue installment, or affect Payee's rights and remedies upon default.

Each of the following  events shall  constitute an "Event of Default" under
this Note:  (a) Maker fails to make any payment of  principal or interest or any
other sum  required  to be made under this  Note,  and such  payment is not made
within  fifteen (15) days after its due date; or (b) if Maker becomes  insolvent
or makes an assignment for the benefit of creditors; or (c) if (i) a court shall
enter a decree or order for relief in respect  of Maker in an  involuntary  case
under the Federal  Bankruptcy Code or any applicable  bankruptcy,  insolvency or
other  similar  law now or  hereafter  in effect,  or shall  appoint a receiver,
liquidator,  assignee, custodian, trustee, sequestrator (or similar official) of
Maker or for any of the  property  of Maker,  or shall  order the  winding up or
liquidation of its affairs,  and such decree or order shall remain  unstayed and
in effect for a period of sixty  (60) days;  or (ii)  Maker  shall  commence  an
action  in  bankruptcy,  insolvency,  or  under  any  other  similar  law now or
hereinafter  in effect,  or shall consent to the entry of an order for relief in
an involuntary  case under any such law, or shall consent to the  appointment of
or taking possession by a receiver,  liquidator,  assignee,  trustee, custodian,
sequestrator (or similar official) of Maker or for any part of its property;  or
(d) failure by the Maker to observe or perform any material covenant, agreement,
condition or term of this Note which remains uncured for thirty (30) consecutive
days after Maker's receipt of notice of such failure.

At any time after occurrence of an Event of Default,  Payee may, at Payee's
option and without notice or demand, do any one or more of the following:

(a) without  declaring the unpaid principal  balance to be due, collect all
installments of principal  and/or interest (at the then applicable rate
provided above to the date on which a default  occurs and,  thereafter,
at the  Default  Rate) and all other sums due under this Note from time
to time,  by any action  provided in this Note or provided at law or in
equity.

(b) declare the entire unpaid principal balance of this Note, together with
interest accrued thereon (at the then applicable rate provided above to
the date on which a default  occurs  and,  thereafter,  at the  Default
Rate) and all other sums due from  Maker  under this Note to be due and
payable immediately; and/or

(c) exercise  any other  right or remedy as may be provided in this Note or
provided at law or in equity.

Payment of all or any part of the indebtedness may be recovered at any time
by any one or more of the foregoing remedies.

Whether or not the entire unpaid  principal  balance is declared to be due,
the interest rate on the unpaid  balance shall be the Default Rate from the date
on which an Event of Default  occurs  until the date on which all  defaults  are
cured or the entire unpaid  principal  balance and all other sums due under this
Note are actually received by Payee.

In any  action  under this Note,  Payee may  recover  all costs of suit and
other  expenses in connection  with the action,  including the cost of any title
search and reasonable attorneys fees, paid or incurred by Payee.

The  rights  and  remedies  provided  to  Payee  in this  Note  (a) are not
exclusive and are in addition to any other rights and remedies Payee may have at
law or in equity,  (b) shall be cumulative  and  concurrent,  (c) may be pursued
singly, successively or together against Maker, and/or any other security at the
sole discretion of Payee, and (d) may be exercised as often as occasion therefor
shall arise.  The failure to exercise or delay in  exercising  any such right or
remedy shall not be construed as a waiver or release thereof.

Payee shall not be deemed,  by any act of omission or  commission,  to have
waived any of its rights or remedies  hereunder unless such waiver is in writing
and signed by Payee.  Such a written  waiver signed by Payee shall waive Payee's
rights and  remedies  only to the  extent  specifically  stated in such  written
waiver.  A waiver as to one or more  particular  Events of Default  shall not be
construed  as  continuing  or as a bar to or waiver of any right or remedy as to
another or subsequent Event of Default.

Maker  shall  pay the  cost of any  revenue,  tax or  other  stamps  now or
hereafter  required  by law to be affixed to this Note.  Maker shall pay any and
all  taxes  imposed  upon  Payee by  reason  of this  Note or the  ownership  or
possession of this Note,  including  personal  property taxes, but excluding any
income taxes imposed by reason of income  received by Payee under this Note, and
shall  reimburse  Payee for the amount of any such taxes paid by Payee. If Maker
fails  or  refuses  or  is  not  legally  permitted  to  make  such  payment  or
reimbursement,  Payee,  may,  at its  option,  declare  the  indebtedness  to be
immediately  due  and  payable,  whereupon  Maker  shall  immediately  pay  such
principal and other sums to Payee.

Time is of the essence of each and every provision of this Note.

The words "Payee" and "Maker" shall include the  respective  successors and
assigns of Payee and Maker, respectively. The provisions of this Note shall bind
and inure to the benefit of Payee and Maker and their respective  successors and
assigns  provided that the  provisions of this  paragraph are subject to all the
other provisions of this Note.

As to all pronouns and other terms in this Note, the singular shall
include the plural and vice versa and any gender shall include the other two
genders, as the context may require.

This  Note  may be  modified,  amended,  discharged  or  waived  only by an
agreement in writing  signed by the party against whom  enforcement  of any such
modification, amendment, discharge or waiver is sought.

This Note  shall be  governed  by and  construed  according  to the laws of
Delaware, except as otherwise provided by Exhibit A attached hereto.

All notices,  requests,  demands and other communications given pursuant to
any  provision  of this Note  shall be given in  writing  by U.S.  certified  or
registered  mail with return receipt  requested and postage  prepaid,  or by any
24-hour courier service with proof of delivery, addressed to the party for which
it is intended at the  address of that party  first  stated  above or such other
address  of which that party  shall  have  given  notice in the manner  provided
herein. Any such mail notice shall be deemed to have been given three days after
the day the notice is  deposited in the mail.  Any such courier  notice shall be
deemed to have been given on the next business day following the day on which it
is deposited with such courier for sending.

The provisions of Exhibit A attached hereto and  incorporated  herein shall
be effective.

This Promissory Note is a replacement note for that certain Promissory Note
from Maker to Payee dated December 22, 1999, in the original principal amount of
$30,000,000  that matured on December 31, 2000.  This Note represents a rollover
of all amounts due and owing by Maker to Payee under such prior note.

IN WITNESS  WHEREOF,  Maker has executed this Note under seal on 5 November
2001.

TITANIUM METALS CORPORATION
a Delaware corporation

/s/ Mark A. Wallace 
---------------------
Mark A. Wallace
Executive Vice President
and Chief Financial Officer

Agreed and acknowledged:

TIMET FINANCE MANAGEMENT COMPANY
A Delaware corporation

By: /s/ Victoria L. Garrett        
----------------------------------
Name:  Victoria L. Garrett
Title:  President

EXHIBIT A

SUBORDINATION PROVISIONS

1. The indebtedness evidenced by this instrument (herein called the "Junior
Debt") is  subordinated  and junior in right of payment to the prior  payment in
full of all Senior Debt, as defined herein.  Each holder of this instrument,  by
its  acceptance  hereof,  agrees  to and  shall be  bound by all the  provisions
hereof.

2. As used  herein,  the term  "Senior  Debt" shall mean all  indebtedness,
obligations and  liabilities of Titanium  Metals  Corporation or Titanium Hearth
Technologies,  Inc.  (collectively,  "Borrower") arising out of or in connection
with the Loan and Security Agreement, dated as of February 25, 2000 (as amended,
restated,  extended,  supplemented  or otherwise  modified from time to time the
"Loan  Agreement"),  among  the  Borrower  and  Congress  Financial  Corporation
(Southwest) ("Congress"), including, without limitation, all principal, premium,
(if any) and interest on the  Obligations  (as defined in the Loan Agreement) of
Borrower  to  Congress,  and any and all  renewals,  extensions  and  refundings
thereof (including,  without limitation, any interest accruing subsequent to the
commencement of bankruptcy,  insolvency or similar  proceedings  with respect to
the Borrower).

3. Upon the  occurrence  and during the  continuance of an Event of Default
(in each case, as defined in the Loan Agreement)  under the Loan Agreement,  the
Borrower will not, directly or indirectly, make or agree to make:

(a) any payment (in cash or property,  by set-off or otherwise),  direct or
indirect,  of or on  account  of any  principal,  premium  (if  any) or
interest   in  respect  of  any  Junior   Debt  (or  any   indebtedness
subordinated to any Junior Debt), and no such payment shall be accepted
by any holder of Junior Debt; or

(b) any redemption,  purchase or other acquisition,  direct or indirect, of
any Junior Debt (or any indebtedness  subordinated to any Junior Debt),
and no  holder  of  any  Junior  Debt  shall  be a  party  to any  such
redemption, purchase or other acquisition.

4. Upon (a) any acceleration of the principal amount due on the Junior Debt
or (b) any  payment or  distribution  of assets of the  Borrower  of any kind or
character,  whether in cash,  property  or  securities,  to  creditors  upon any
dissolution or winding up or total or partial  liquidation or  reorganization of
the Borrower,  whether  voluntary or involuntary  or in bankruptcy,  insolvency,
receivership  or other  proceedings,  then and in any such event all  principal,
premium (if any) and  interest  and all other  amounts due or to become due upon
all Senior Debt shall first be paid in full before any holder of the Junior Debt
shall be entitled to retain any assets so paid or  distributed in respect of the
Junior Debt (for principal,  premium (if any), interest or otherwise); and, upon
any such dissolution or winding up or liquidation or reorganization, any payment
or distribution  of assets of the Borrower of any kind or character,  whether in
cash,  property or securities,  to which the holders of the Junior Debt would be
entitled,  except as otherwise provided herein, shall be paid by the Borrower or
by any receiver,  trustee in  bankruptcy,  liquidating  trustee,  agent or other
person,  corporation,  partnership  or  other  entity  making  such  payment  or
distribution, or by the holders of the Junior Debt if received by them directly,
to the  holders of Senior Debt (pro rata to each such holder on the basis of the
respective amounts of Senior Debt held by such holder) or their representatives,
to the extent  necessary to pay all Senior Debt in full,  after giving effect to
any  concurrent  payment or  distribution  to or for the  holders of Senior Debt
before any payment or distribution is made to the holders of the Junior Debt.

5.  Should any  payment or  distribution  be  collected  or received by the
holder of this  instrument  and such  collection  or  receipt  is not  expressly
permitted by the foregoing provisions, such holder shall forthwith turn over the
same to the  holders of the  Senior  Debt or their  representatives  in the form
received  (except  for the  endorsement  or the  assignment  of such holder when
necessary)  and,  until so turned over,  the same shall be held in trust by such
holder as the property of the holders of the Senior Debt.

6. No holder of this instrument shall, without the prior written consent of
the holders of Senior Debt,  have any right to demand  payment of, or accelerate
the maturity of, or  institute  any  proceedings  to enforce,  any  indebtedness
evidenced  by this  instrument  during  any time  when an Event of  Default  (as
defined in the Loan Agreement) exists under the Loan Agreement.

7. Until the Senior  Debt shall have been paid in full,  the holders of the
Junior Debt will not,  without the prior  written  consent of the holders of the
Senior Debt, commence or join with any other person, corporation, partnership or
other  entity in  commencing  any  proceeding  against the Borrower or any other
person, corporation, partnership or other entity with respect to the Junior Debt
under  any  bankruptcy,  reorganization,   readjustment  of  debt,  dissolution,
receivership,  liquidation  or  insolvency  law or statute now or  hereafter  in
effect in any  jurisdiction,  nor shall the holders of the Junior Debt,  without
the prior written consent of the holders of the Senior Debt,  participate in any
assignment for benefit of creditors,  compositions or arrangements  with respect
to the Borrower's debts with respect to the Junior Debt.

8. The terms of paragraphs 3 through 7 above,  the  subordination  effected
thereby, and the rights of the holders of the Senior Debt, shall not be affected
by (a) any amendment of or addition or  supplement to the Loan  Agreement or any
Senior  Debt or any  instrument  or  agreement  relating  thereto  or  providing
collateral security for any Senior Debt, (b) any exercise or non-exercise of any
right,  power or remedy under or in respect of the Loan  Agreement or any Senior
Debt or any  instrument  or agreement  relating  thereto,  or any release of any
collateral  securing  any Senior  Debt,  or (c) any  waiver,  consent,  release,
indulgence,  extension,  renewal,  modification,  delay,  or any  other  action,
inaction or omission in respect of the Loan  Agreement or any Senior Debt or any
instrument or agreement  relating thereto or providing  collateral  security for
any Senior  Debt;  in each case  whether or not any  holders of any Junior  Debt
shall have had notice or knowledge of any of the foregoing.

9. Each holder of this instrument by its acceptance  hereof  authorizes and
directs  the  Borrower  on its  behalf  to take  such  further  action as may be
necessary or appropriate to effectuate the  subordination as provided herein and
appoints the Borrower its attorney-in-fact for any and all such purposes.

10. THE  PROVISIONS OF PARAGRAPHS 1 THROUGH 8 OF THIS  INSTRUMENT  SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.