SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

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)

March 3, 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                                     1,255,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,255,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,255,110

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

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

24.5%

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)

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                                     1,255,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,255,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,255,110

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

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

24.5%

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                                     1,255,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,255,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,255,110

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

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

24.5%

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                                    1,629,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,629,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,629,110

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

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

31.8%

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                                    1,629,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,629,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,629,110

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

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

31.8%

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                                    1,629,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,629,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,629,110

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

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

31.8%

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                                    1,629,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,629,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,629,110

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

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

31.8%

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                                    1,629,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,629,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,629,110

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

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

31.8%

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                                    1,629,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,629,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,629,110

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

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

31.8%

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                                    1,629,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,629,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,629,110

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

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

31.8%

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                                    1,629,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,629,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,629,110

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

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

31.8%

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                                    1,629,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,629,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,629,110

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

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

31.8%

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                                    1,629,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10      SHARED DISPOSITIVE POWER

1,629,110

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,629,110

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

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

31.8%

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

82,300
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,649,110
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                          82,300

10      SHARED DISPOSITIVE POWER

1,649,110

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. 4
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;

(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 24.5%  and 7.3%,  respectively,  of the
5,124,780  Class  A  Shares  outstanding  as of  March  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 Schedule.  As a result of its ownership of all of the Class
B Shares,  Valcor  currently  holds  approximately  66.1% 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 24.5% and 7.3%,  respectively,  of the
Outstanding  Class A Shares,  Valhi,  directly and indirectly,  may be deemed to
hold approximately 76.9% of the combined voting power (96.7% for the election of
directors) of all classes of voting stock of the Company.

TIMET is the direct holder of 100% of the outstanding common stock of TFMC.
Tremont,  the CMRT,  Harold C.  Simmons'  spouse  and Valhi are the  holders  of
approximately  39.7%, 9.0%, 6.3% and 1.2% of the outstanding 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 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  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%, 3.1%, 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 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 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 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  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.

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 common stock of Valmont and may be deemed to control Valmont.
Valhi and Tremont LLC ("Tremont") are the direct holders of approximately  62.4%
and 21.1%, respectively,  of the outstanding common stock of NL 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.

Harold C. Simmons' spouse is the direct owner of 20,000 Class A Shares. Mr.
Simmons may be deemed to share  indirect  beneficial  ownership  of such Class A
Shares. Mr. Simmons disclaims all such beneficial ownership.

Certain information  concerning the directors and executive officers of the
Reporting  Persons,  including  offices  held by Mr.  Simmons  is set  forth  on
Schedule B attached hereto and incorporated herein by reference.

(b) The  principal  offices of TFMC is 300  Delaware  Avenue,  Willmington,
Delaware  19801.  The principal  offices of TIMET is 1999 Broadway,  Suite 4300,
Denver,  Colorado 80202. The principal offices of Tremont, Valhi, VGI, National,
NOA,  Dixie  Holding,  Southwest,  Dixie  Rice  and  Contran,  the  CMRT and the
Foundation  are located at, and the  business  address of Harold C.  Simmons is,
Three Lincoln Centre,  5430 LBJ Freeway,  Suite 1700, Dallas,  Texas 75240-2697.
The principal  business address of Dixie Rice is 600 Pasquiere Street,  Gueydan,
Louisiana  70542.  The  principal  business  address of  Southwest  is 402 Canal
Street,  Houma,  Louisiana  70360.  The  business  addresses  of  the  remaining
directors  and  executive  officers  of the  Reporting  Persons are set forth on
Schedule B to this Statement and incorporated herein by reference.

(c) TFMC is principally  engaged in holding certain assets and investments,
including securities of the Company.

TIMET is principally engaged in the production of titanium metal products.

In addition to the activities engaged in through TIMET,  Tremont is engaged
through other companies in real estate development.

In addition to the activities  engaged in through TIMET and Tremont,  Valhi
is engaged through the Company in the production of ergonomic  computer  support
systems,  precision ball bearing slides and locking  systems,  through NL in the
production of titanium dioxide pigments and through another company in the waste
management industry.

In addition to activities  engaged in through Valhi and the other companies
it may be deemed to control,  as described above, and in addition to holding the
securities described above, (i) VGI is engaged in holding notes receivable; (ii)
National is engaged in holding notes  receivable and,  directly or through other
companies,  in real estate,  oil and gas  activities and the rental and sales of
compressors  and related  products;  (iii)  Dixie  Holding is engaged in holding
preferred stock of Contran; (iv) NOA is engaged in real estate and holding notes
receivable;  (v) Dixie Rice is engaged in land  management,  agriculture and oil
and gas activities;  (vi) Southwest is engaged in land  management,  agriculture
and oil and gas  activities;  and (vii) among other  things,  Contran is engaged
through other companies in the production of steel rod, wire and wire products.

The CMRT is a trust formed by Valhi to permit the collective  investment by
trusts that  maintain the assets of certain  employee  benefit  plans adopted by
Valhi and related  companies.  The employee  benefit  plans funded by the trusts
participating  in the  CMRT  are  subject  to  the  provisions  of the  Employee
Retirement Income Security Act of 1974, as amended.

The  Foundation  is  a  tax-exempt   foundation  organized  for  charitable
purposes.

(d)  None of the  Reporting  Persons  or,  to the  best  knowledge  of such
persons,  any of the  persons  named in  Schedule B to this  Statement  has been
convicted in a criminal  proceeding  in the past five years  (excluding  traffic
violations or similar misdemeanors).

(e)  None of the  Reporting  Persons  or,  to the  best  knowledge  of such
persons,  any person  named in  Schedule B to this  Statement,  was a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
as a result of which such  person was or is  subject  to a  judgment,  decree or
final  order  enjoining  future  violations  of,  or  prohibiting  or  mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

(f) Contran,  Dixie Holding,  National,  TIMET, TFMC and Valhi are Delaware
corporations.  Tremont is a Delaware limited liability company.  VGI is a Nevada
corporation. NOA is a Texas corporation and the Foundation is a Texas non-profit
corporation.  Dixie Rice and Southwest are Louisiana  corporations.  The CMRT is
governed by the laws of the state of Texas,  except as those laws are superseded
by federal  law.  Except as noted in Schedule  B, Harold C.  Simmons and all the
persons named on Schedule B to this Statement are citizens of the United States.

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 $12,471,604.00  (including  commissions).
TFMC  obtained  such funds through an  intercompany  advance from TIMET,  net of
amounts TIMET owed TFMC.

The total  amount of funds TIMET used to acquire  the Class A Shares  TIMET
purchased as reported in Item 5(c) was $716,124.00 (including commissions). Such
funds were provided by TIMET's funds available for investment.

The Reporting  Persons  understand  that the funds  required by each person
named in Schedule B to this  Statement to acquire  Class A Shares were from such
person's personal funds.

Item 4.  Purpose of Transaction.

Item 4 is amended as follows.

TIMET  purchased the Class A Shares  reported in Item 5(c) of this Schedule
in order to increase its equity interest in the Company.

TFMC purchased the Class A Shares reported in Item 5(c) of this Schedule in
order to obtain and then 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.

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

The Reporting Persons  understand that prior purchases of Class A Shares by
persons  named in Schedule B to this  Statement  (other than Harold C.  Simmons)
were made for the purpose of each such person's personal investment.

Certain  of the  persons  named in  Schedule  B to this  Statement,  namely
Messrs.  Eugene K. Anderson,  Robert D. Graham, J. Mark Hollingsworth,  Keith A.
Johnson,  William J. Lindquist,  Kelly D. Luttmer,  A. Andrew R. Louis, Bobby D.
O'Brien, Glenn R. Simmons, Harold C. Simmons,  Gregory M. Swalwell and Steven L.
Watson are officers and/or  directors of the Company or perform services for the
Company as employees of one of the Company's parent corporations and may acquire
Class A Shares from time to time  pursuant to  employee  benefit  plans that the
Company  sponsors  or  other  compensation  arrangements  with  the  Company  or
otherwise.

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 this
Statement has formulated any plans or proposals  which 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.

(a) TFMC, Valhi, Harold C. Simmons and his spouse are the direct beneficial
owners of 1,255,110, 374,000, 82,300 20,000 Class A Shares, respectively.

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

(1) TIMET and Tremont may each be deemed to be the beneficial  owner of the
1,255,110 Class A Shares (approximately 24.5% 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 1,629,110  Class A Shares  (approximately  31.8% 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
1,731,410 Class A Shares (approximately 33.8% of the Outstanding Class A Shares)
that TFMC, Valhi, he and his spouse hold directly.

Except to the extent of the 82,300 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) TMFC,  TIMET and  Tremont may each be deemed to share the power to
vote  and  direct  the   disposition  of  the  1,255,110   Class  A  Shares
(approximately  24.5% 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  1,629,110  Class  A  Shares
(approximately 31.8% 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 1,649,110 Class A Shares (approximately 33.2%
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 82,300 Class A Shares  (approximately 1.6% of
the Outstanding Class A Shares) that he directly holds.

(c) TFMC and TIMET are the only Reporting  Persons to have  transactions in
the Class A Shares  during the past 60 days that were not  reported in Amendment
No. 3 to this Statement.  Except as otherwise  indicated,  the Reporting Persons
executed  the  following  transactions  in Class A Shares on the New York  Stock
Exchange.

Approximate
Purchase Price
Number of  Per Security
Type of                  Class A   (exclusive of
Reporting Person            Transaction      Date       Shares    commissions)
---------------------------------- -----------    ---------  ---------- -------------

Titanium Metals Corporation....... Purchase       03/03/04         100      $10.20
Titanium Metals Corporation....... Purchase       03/03/04         500      $10.36
Titanium Metals Corporation....... Purchase       03/03/04       1,400      $10.50
Titanium Metals Corporation....... Purchase       03/03/04         800      $10.55
Titanium Metals Corporation....... Purchase       03/03/04         500      $10.61
Titanium Metals Corporation....... Purchase       03/03/04         500      $10.62
Titanium Metals Corporation....... Purchase       03/03/04         500      $10.64
Titanium Metals Corporation....... Purchase       03/03/04       4,500      $10.65
Titanium Metals Corporation....... Purchase       03/03/04         100      $10.70
Titanium Metals Corporation....... Purchase       03/03/04         400      $10.74
Titanium Metals Corporation....... Purchase       03/03/04         700      $10.75
Titanium Metals Corporation....... Purchase       03/03/04       2,000      $10.85
Titanium Metals Corporation....... Purchase       03/03/04         100      $10.89
Titanium Metals Corporation....... Purchase       03/03/04      39,500      $10.90
Titanium Metals Corporation....... Purchase       03/03/04         100      $10.95
Titanium Metals Corporation....... Purchase       03/03/04         100      $10.99
Titanium Metals Corporation....... Purchase       03/03/04       4,200      $11.00
Titanium Metals Corporation....... Purchase       03/04/04      10,000      $10.50
Titanium Metals Corporation....... Sale (1)       03/15/04   1,206,900       (1)
TIMET Finance Management Company.. Purchase (1)   03/15/04   1,206,900       (1)
TIMET Finance Management Company.. Purchase       03/17/04         100      $12.53
TIMET Finance Management Company.. Purchase       03/17/04         100      $12.60
TIMET Finance Management Company.. Purchase       03/17/04         100      $12.65
TIMET Finance Management Company.. Purchase       03/17/04         300      $12.69
TIMET Finance Management Company.. Purchase       03/17/04         400      $12.72
TIMET Finance Management Company.. Purchase       03/17/04       1,000      $12.73
TIMET Finance Management Company.. Purchase       03/17/04       1,500      $12.80
TIMET Finance Management Company.. Purchase       03/17/04         600      $12.95
TIMET Finance Management Company.. Purchase       03/18/04       4,000      $13.18
TIMET Finance Management Company.. Purchase       03/18/04         600      $13.19
TIMET Finance Management Company.. Purchase       03/18/04      14,400      $13.20
TIMET Finance Management Company.. Purchase       03/18/04       6,510      $13.25
TIMET Finance Management Company.. Purchase       03/19/04      18,600      $13.00

--------- 
(1) On March 15,  2004,  TIMET sold  1,206,900  Class A Shares to TFMC in a
private transaction for the aggregate consideration of $11,838,049.00. The terms
of the sale and purchase are hereby  incorporated herein by reference to Exhibit
2 to this Schedule.

(d) TFMC,  Valhi,  Harold C.  Simmons  and his spouse each has the right to
receive and the power to direct the receipt of dividends from, and proceeds from
the sale of the Class A Shares directly held by such entity or person.

(e) Not applicable.

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

Item 6 is amended and restated 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  February 12, 2004,  with  Congress
Financial Corporation  (Southwest)(the "Congress Facility"). 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.  TMFC's guarantee
of the  Congress  Facility is  collateralized  by, among other  things,  certain
Shares.  On March 19, 2004,  there were no outstanding  borrowings or letters of
credit  outstanding  under the Congress Facility and TMFC had pledged all of its
1,255,110  Shares  under the Congress  Facility.  The  foregoing  summary of the
Congress  Facility  is  qualified  in its  entirety by  reference  to Exhibits 3
through  7 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.

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.

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 (File No. 0-28538).

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 (File No.
0-28538).

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 (File No.
0-28538).

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.  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 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).  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  Commission a copy of any
omitted exhibit, annex or attachment.

-----------
*  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:  March 22, 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:  March 22, 2004

/s/ J. Landis Martin
--------------------------------
J. Landis Martin
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:  March 22, 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:  March 22, 2004

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

SCHEDULE A

J.  LANDIS  MARTIN,  as  chairman of the board,  president  and chief  executive
officer of TITANIUM METALS CORPORATION.

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 TIMET Finance Management Company.

Schedule B

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"),  NOA,  Inc.  ("NOA"),
Southwest Louisiana Land Company, Inc.  ("Southwest"),  TIMET Finance Management
Company   ("TFMC"),   Titanium  Metals   Corporation   ("TIMET"),   Tremont  LLC
("Tremont"),  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,
Tremont,  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  Keystone   Consolidated
Industries,  Inc.,  an  affiliate  of Contran
("Keystone"), and 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.

Victoria L. Garret (3)             Director,  president  and  secretary of TFMC;
and  assistant   vice  president  of  Griffin
Corporate Services, Inc.

Name                              Present Principal Occupation
-----------------------------      ---------------------------------------------

Robert D. Graham                   Vice  president  of Contran,  Dixie  Holding,
Dixie Rice, the  Foundation,  National,  NOA,
Southwest,  Tremont,  VGI and Valhi; and vice
president,  general  counsel and secretary of
Kronos Worldwide,  Inc. ("Kronos  Worldwide")
and NL Industries,  Inc.,  both affiliates of
Valhi ("NL").

Norman N. Green (4)                A private investor and a director of TIMET.

J. Mark Hollingsworth              Vice   president   and  general   counsel  of
Contran, Dixie Holding, Dixie Rice, National,
NOA,  Southwest,   Tremont,  VGI  and  Valhi;
general  counsel  of  the  Foundation,  CompX
International,  Inc. (the  "Company") 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.

Gary C. Hutchison (5)              Neurological   surgeon,   Associate  Clinical
Professor of  Neurosurgery  at the University
of Texas Health Science Center (Dallas) and a
director of TIMET.

Francis B. Jacobs, II (3)          Director  of  TFMC;  and  vice  president  of
Griffin Corporate Services, Inc.

Keith A. Johnson                   Controller of the Foundation.

Christian Leonhard (6)             Chief operating officer - Europe of TIMET.

Name                              Present Principal Occupation
-----------------------------      ---------------------------------------------

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

A. Andrew R. Louis                 Secretary  of  Contran,  the  Company,  Dixie
Holding,    Dixie   Rice,   National,    NOA,
Southwest, Tremont, VGI and Valhi.

Kelly D. Luttmer                   Tax director of Contran,  the Company,  Dixie
Holding,   Dixie  Rice,   Kronos   Worldwide,
National,  NL, NOA, Southwest,  Tremont,  VGI
and Valhi.

J. Landis Martin (7)               Chairman  of the board,  president  and chief
executive officer of TIMET.

Andrew McCollam, Jr. (8)           President   and  a  director  of   Southwest;
director  of  Dixie   Rice;   and  a  private
investor.

W. Hayden McIlroy (9)              Private  investor  primarily  in real estate;
and  a  director  of  Valhi,  Med  Images,  a
medical   information   company,   and  Cadco
Systems,  Inc., a  manufacturer  of emergency
alert systems.

Harold M. Mire (10)                Vice president of Dixie Rice and Southwest.

Robert E. Musgraves (7)            Chief  operating  officer - North  America of
TIMET.

Albert W. Niemi, Jr. (11)          Dean of the Edwin L. Cox  School of  Business
at  Southern   Methodist   University  and  a
director of TIMET.

Name                              Present Principal Occupation
-----------------------------      ---------------------------------------------

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

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

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

Richard A. Smith (10)              Vice president of Dixie Rice.

Gregory M. Swalwell                Vice  president  and  controller  of Contran,
Dixie  Holding,   National,  NOA,  Southwest,
Tremont,   Valhi  and  VGI;  vice  president,
finance  of  Kronos  Worldwide  and NL;  vice
president of Dixie Rice' and  director,  vice
president and treasurer of TFMC.

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.

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

Paul J. Zucconi (13)               A private investor and a director of TIMET.

----------

(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 Ms.  Garrett  and Mr.  Jacobs  is 300
Delaware Avenue, Wilmington, Delaware 19801.

(4) The principal  business address for Mr. Green is 10340 Strait Lane,  Dallas,
Texas 75229.

(5) The principal  business  address for Dr. Hutchison is 8230 Walnut Hill Lane,
Dallas, Texas 75231.

(6) Mr. Leonhard is a citizen of France. His principal business address is TIMET
Savioe, 62 Avenue Paul Girod, 73400 Ugine, France.

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

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

(9) The principal  business address for Mr. McIlroy is 25 Highland Park Village,
Suite 100-341, Dallas, Texas 75225.

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

(11)  The  principal  business  address  for Dr.  Niemi  is  Southern  Methodist
University,  Cox  School  of  Business,  200  Fincher  Building,  Dallas,  Texas
75205-0333.

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

(13) The principal  business  address for Mr.  Zucconi is 2801 Mill Haven Court,
Plano, Texas 75093.

SCHEDULE C

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 Class A Shares, as outlined below:

Class A          Stock Options
Name               Shares Held           Held (1)         Total
-----------------------    -------------     --------------     -----------

Eugene K. Anderson                 -0-              3,000           3,000

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

Norman S. Edelcup                2,000                -0-           2,000

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

Victoria L. Garrett                -0-                -0-             -0-

Robert D. Graham                   -0-                -0-             -0-

Norman N. Green                    -0-                -0-             -0-

J. Mark Hollingsworth              -0-              7,000           7,000

Gary C. Hutchison                  -0-                -0-             -0-

Francis B. Jacobs, II              -0-                -0-             -0-

Keith A. Johnson                   700              4,000           4,700

Christian Leonhard                 -0-                -0-             -0-

William J. Lindquist               -0-             10,000          10,000

A. Andrew R. Louis                 -0-              4,000           4,000

Kelly D. Luttmer                   200              4,000           4,200

J. Landis Martin                   -0-                -0-             -0-

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

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

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

Robert E. Musgraves                -0-                -0-             -0-

Albert W. Niemi, Jr.               -0-                -0-             -0-

Bobby D. O'Brien                   300             10,000          10,300

Glenn R. Simmons (2)            11,500             54,000          65,500

Harold C. Simmons (3)          102,300                -0-         102,300

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

Gregory M. Swalwell                -0-              5,000           5,000

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

Steven L. Watson                 4,000             12,400          16,400

Paul J. Zucconi                    -0-                -0-             -0-

----------

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

(2) Includes 500 Class A Shares held directly by Mr. Glenn R.  Simmons'  spouse.
Mr. Simmons disclaims beneficial ownership of all such Shares

(3)  Includes  20,000  Class A Shares held  directly by Mr.  Harold C.  Simmons'
spouse.  Does not  include  other  Shares of which Mr.  Simmons may be deemed to
possess indirect  beneficial  ownership as described in Items 2 and 5(a) of this
Statement.  Except for the 82,300  Class A Shares  that he holds  directly,  Mr.
Simmons disclaims beneficial ownership of all Shares

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 (File No. 0-28538).

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 (File No.
0-28538).

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 (File No.
0-28538).

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.  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 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).  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  Commission a copy of any
omitted exhibit, annex or attachment.

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

Exhibit 2
---------

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the  "Agreement"),  is dated as of March 15,
2004  by  and  between  Titanium  Metals  Corporation,  a  Delaware  corporation
("Seller")  and  TIMET  Finance  Management  Company,  a  Delaware   corporation
("Purchaser").

1.    Purchase and Sale of Shares.

1.1 Agreement to Purchase and Sell. Seller herby sells to Purchaser at
the Closing (as defined in Section 1.2 below),  and Purchaser  hereby  purchases
from the Seller at the Closing,  1,206,900  shares (the "Shares") of the Class A
Common  Stock,  par value  $0.01 per  share,  of CompX  International,  Inc.,  a
Delaware corporation, for an aggregate purchase price of $11,838,049.00

1.2 The  Closing.  The closing of the  transactions  set forth in this
Agreement (the "Closing") shall take place at the offices of Seller on March 15,
2004. At the Closing,  Purchaser  shall satisfy the purchase  price set forth in
Section 1.1 to Seller by means of the posting of a credit by Purchaser to Seller
under that certain revolving  Promissory Note by and between Seller as Maker and
Buyer as Payee dated as of November 5, 2001.  Seller agrees,  at the Closing and
from time to time thereafter upon request of Purchaser,  to execute any transfer
documents required in order to transfer title to the Shares to Purchaser.

2.    Representations  and Warranties of Each of the Parties.  Each party
represents and warrants as to itself, as of the date of this Agreement and as of
the Closing, as follows:

2.1 Power  and  Authority.  Such  party  has the  requisite  power and
authority to make, execute, deliver and perform this Agreement.

2.2 Due Authorization. The execution, delivery and performance of this
Agreement by such party has been duly authorized by all necessary  action on the
part of such party.  This Agreement has been duly executed and delivered by such
party and  constitutes  the legal,  valid and binding  obligation of such party,
enforceable against such party in accordance with its terms.

2.3 Brokers.  Such party has not made any agreement or taken any other
actionwhich  might  cause  anyone  to  become  entitled  to a  broker's  fee  or
commission as a result of the transactions contemplated hereunder.

2.4 Negotiation of  Transactions.  Such party  acknowledges and agrees
that the sale of the Shares  pursuant to this  Agreement is made in exchange for
fair and equivalent consideration.

2.5 No Actions.  To the  knowledge of such party,  no action,  suit or
proceeding  is  pending  or  threatened  that  questions  the  validity  of this
Agreement  or the  right of  either  party  to enter  into  this  Agreement  and
consummate the transactions contemplated by this Agreement.

3.    Additional Representations and Warranties of Seller. Seller represents
and warrants,  as of the date of this  Agreement and as of the Closing,  that
Seller is the sole owner of the Shares that are being  transferred  to the 
Purchaser pursuant to this Agreement.

4.    Miscellaneous.

4.1  Costs,  Expenses  and  Taxes.  Each  party will pay all costs and
expenses, including reasonable legal fees, in connection with the performance of
and compliance with this Agreement by such party, and all transfer,  documentary
and  similar  taxes in  connection  with the  delivery  of the Shares to be made
hereunder.

4.2 Specific  Performance.  The parties  acknowledge  that it would be
impossible  to fix the  amount  of money  damages  caused  by a  breach  of this
Agreement by the other party, and, therefore,  this Agreement may be enforced by
specific  performance.  The parties  hereby  waive any defense that an action to
enforce this Agreement by specific  performance is  inappropriate  because of an
adequate remedy at law, provided,  however,  that nothing in this Section 4.2 is
intended to  prohibit  any party from  bringing an action for money  damages for
breach of this  Agreement  (either  in lieu of or in  addition  to an action for
specific performance).

4.3 Successors and Assigns. This Agreement,  and all rights and powers
granted  hereby,  will bind and inure to the benefit of the  parties  hereto and
their respective heirs, executors, administrators, successors and assigns.

4.4 Governing Law. This  Agreement  shall be governed by and construed
in accordance  with the laws of the State of Delaware,  without giving effect to
the conflicts of laws provisions thereof.

4.5  Headings.  The  headings  preceding  the text of the sections and
subsections  hereof are inserted solely for convenience of reference,  and shall
not  constitute  a part of this  Agreement,  nor shall they affect its  meaning,
construction or effect.

4.6 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original,  but which together  shall  constitute one
and the same instrument.

4.7  Further  Assurances.  Each party  shall  cooperate  and take such
action as may be reasonably requested by another party in order to carry out the
provisions  and purposes of this  Agreement  and the  transactions  contemplated
hereby.

4.8 Amendment and Waiver.  The parties may by mutual  agreement  amend
this Agreement in any respect,  and any party, as to such party,  may (a) extend
the time for the  performance  of any of the  obligations  of the  other  party,
(b)waive any  inaccuracies  in  representations  by the other  party,  (c) waive
compliance by the other party with any of the  agreements  contained  herein and
performance  of  any  obligations  by  such  other  party,  and  (d)  waive  the
fulfillment of any condition that is precedent to the  performance by such party
of any of its  obligations  under  this  Agreement.  To be  effective,  any such
amendment  or waiver must be in writing,  must refer to this  Agreement,  and be
signed by the party against whom enforcement of the same is sought.

4.9 Entire  Agreement.  This Agreement sets forth all of the promises,
covenants,  agreements,  conditions  and  undertakings  between the parties with
respect  to  the  subject   matter   hereof,   and   supersede   all  prior  and
contemporaneous  agreements  and  understandings,   inducements  or  conditions,
express or implied, oral or written.

4.10 Survival. The representations, warranties and covenants set forth
in  this  Agreement  shall  survive  the  execution  of this  Agreement  and the
consummation of the transactions contemplated herein.

4.11  Severability.  If any  provision  of this  Agreement is found to
violate  any  statute,  regulation,  rule,  order or decree of any  governmental
authority,  court,  agency or exchange,  such invalidity  shall not be deemed to
effect any other  provision  hereof or the  validity  of the  remainder  of this
Agreement  and such  invalid  provision  shall be deemed  deleted to the minimum
extent necessary to cure such violation.

4.12 Notices. All notices and other communications  hereunder shall be
in writing and shall be deemed given (a) when delivered personally,  (b) one day
after being delivered to a nationally recognized overnight courier or (c) on the
business day received (or the next business day if received  after 5 p.m.  local
time or on a weekend or day on which banks are closed)  when sent via  facsimile
(with a confirmatory copy sent by such overnight courier) to: (i) Seller at 1999
Broadway,  Suite 4300, Denver,  Colorado 80202 or (ii) Purchaser at 300 Delaware
Avenue,  9th Floor,  Wilmington,  Delaware 19801 (or at such other address for a
party as shall be specified by like notice).

4.13 No Third-Party  Beneficiaries.  This Agreement is not intended to
confer upon any individual or entity other than the parties hereto any rights or
remedies hereunder.

IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be  executed  by their  duly  authorized  representatives  as of the date  first
written above.

SELLER                                        PURCHASER

Titanium Metals Corporation                   TIMET Finance Management Company

By: /s/ Bruce P. Inglis                       By: /s/ Gregory M. Swalwell
-----------------------------                 -----------------------------
Name:  Bruce  P.  Inglis                      Name:  Gregory M. Swalwell
Title: Vice President -Finance and            Title: Vice  President
Corporate Controller

Exhibit 6
---------

AMENDMENT NO. 3 TO
LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NO. 3 TO LOAN AND SECURITY  AGREEMENT  dated as of March 18,
2004  and  effective  as of  February  12,  2004 by and  among  Titanium  Metals
Corporation,  a Delaware corporation ("Timet") and Titanium Hearth Technologies,
Inc., a Delaware corporation ("THT", and together with Timet, each individually,
a "Borrower" and,  collectively,  "Borrowers"),  TIMET Millbury Corporation,  an
Oregon corporation ("TIMET Millbury"),  TIMET Castings  Corporation,  a Delaware
corporation  ("TIMET  Castings"),  TIMET Finance Management  Company, a Delaware
corporation ("TIMET Finance"), TMCA International,  Inc., a Delaware corporation
("TMCA",  and together with TIMET  Millbury,  TIMET  Castings and TIMET Finance,
each individually, a "Guarantor" and, collectively,  "Guarantors"), and Congress
Financial Corporation (Southwest), a Texas corporation ("Lender").

W I T N E S S E T H

WHEREAS,  Lender,  Borrowers  and  Guarantors  have entered into  financing
arrangements  pursuant to which  Lender has made and may make loans and advances
and provide other financial accommodations to Borrowers as set forth in the Loan
and  Security  Agreement,  dated  February  25,  2000,  by and among  Lender and
Borrowers  (as amended by Amendment No. 1 to Loan and Security  Agreement  dated
September 7, 2001,  Amendment No. 2 to Loan and Security  Agreement  dated as of
October 23, 2002 and as amended  hereby and as the same may hereafter be further
amended, modified,  supplemented,  extended,  renewed, restated or replaced, the
"Loan  Agreement")  and the  agreements,  documents and  instruments at any time
executed   and/or   delivered  in  connection   therewith  or  related   thereto
(collectively,  together with the Loan Agreement,  the "Financing  Agreements");
and

WHEREAS,  Borrowers  and  Guarantors  have  requested  that Lender agree to
certain  amendments to the Loan Agreement and Lender is willing to agree to such
amendments, subject to the terms and conditions contained herein;

NOW,  THEREFORE,  in consideration of the mutual  conditions and agreements
and covenants set forth herein,  and for other good and valuable  consideration,
the adequacy and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

Section 1.    Definitions.

1.1 Additional Definitions.  As used herein, the following terms shall have
the meanings given to them below and the Loan  Agreement  shall be deemed and is
hereby  amended to include,  in addition and not in  limitation,  the  following
definitions:

(a)  "Amendment No. 3" shall mean this Amendment No. 3 to the Loan and
Security Agreement by and among Borrowers,  Guarantors,  and Lender, as the same
now  exists or may  hereafter  be  amended,  modified,  supplemented,  extended,
renewed, restated or replaced.

(b) "Capital  Expenditures"  shall mean, as applied to any Person, any
expenditures  by such Person which in accordance  with GAAP,  are required to be
capitalized on the balance sheet of such Person.

(c) "Marketable Securities" shall mean securities registered under the
applicable  securities  laws  that are  publicly  traded  on the New York  Stock
Exchange or other national securities exchange.

1.2 Amendment to  Definitions.  The  definitions  in the Loan Agreement are
amended as follows and each reference to such  definitions in the Loan Agreement
and the other  Financing  Agreements  shall be deemed to be a reference  to such
definitions as so amended:

(a) The definition of "Adjusted Net Worth" set forth in Section 1.3 of
the Loan  Agreement is hereby  deleted in its  entirety  and  replaced  with the
following:

"1.3  "Adjusted  Net Worth"  shall mean as to any Person,  at any
time, in accordance  with GAAP (except as otherwise  specifically  set
forth  below),  on a  consolidated  basis  for  such  Person  and  its
consolidated  Subsidiaries  (if  any),  the  amount  equal  to (a) the
difference between:  (i) the aggregate net book value of all assets of
such Person and its  consolidated  Subsidiaries,  calculating the book
value of inventory for this purpose on a first-in-first-out or average
cost basis,  after  deducting  from such book  values all  appropriate
reserves in accordance  with GAAP (including all reserves for doubtful
receivables  and  obsolescence)  and  (ii)  the  aggregate  amount  of
Indebtedness and other liabilities of such Person and its consolidated
Subsidiaries  (including tax and other proper accruals).  For purposes
of Section 9.18 hereof,  the calculation of Adjusted Net Worth for any
period  (commencing  after  December  31,  2003)  shall  exclude:  (i)
$270,000,000,  (ii) all  extraordinary  non-cash  charges and one-time
non-cash  charges of Timet and its  consolidated  Subsidiaries in each
case arising after December 31, 2003 for the applicable period,  (iii)
the  amount  equal to (A) the  depreciation  expense  of Timet and its
consolidated  Subsidiaries  after  December  31,  2003 for such period
minus (B) Capital Expenditures  incurred by Timet and its consolidated
Subsidiaries after December 31, 2003 for such period, and (iv) accrued
but unpaid interest in respect to the  Subordinated  Debentures  which
would  have  reduced   Consolidated   Net  Income  of  Timet  and  its
consolidated Subsidiaries for the applicable period."

(b) The definition of the term "Cash Equivalents" set forth in Section 1.15
of the Loan  Agreement is hereby  deleted in its entirety and replaced  with the
following:

"1.15  "Cash  Equivalents"  shall  mean,  at any  time,  (a)  any
evidence of indebtedness with a maturity date of two (2) years or less
issued or  directly  and fully  guaranteed  or  insured  by the United
States of America or any agency or instrumentality thereof;  provided,
that,  the full faith and  credit of the  United  States of America is
pledged in support  thereof;  (b)  certificates of deposit or bankers'
acceptances  with a maturity of one hundred  eighty (180) days or less
of any financial  institution  that is a member of the Federal Reserve
System having  combined  capital and surplus and undivided  profits of
not less than $200,000,000;  (c) commercial paper (including  variable
rate demand notes) with a maturity of one hundred eighty (180) days or
less issued by a corporation  (except any Subsidiary or Affiliate of a
Borrower)  organized  under the laws of any State of the United States
of  America  or the  District  of  Columbia  and rated at least A-1 by
Standard  & Poor's  Ratings  Service,  a division  of The  McGraw-Hill
Companies,  Inc. or at least P-1 by Moody's Investors  Service,  Inc.;
(d) repurchase and reverse  repurchase  obligations with a term of not
more than  thirty  (30) days for  underlying  securities  of the types
described  in  clause  (a)  above  entered  into  with  any  financial
institution  having combined capital and surplus and undivided profits
of not less than $200,000,000;  (e) repurchase  agreements and reverse
repurchase agreements relating to marketable direct obligations issued
or  unconditionally  guaranteed  by the  United  States of  America or
issued by any governmental agency thereof and backed by the full faith
and  credit to the United  States of  America,  in each case  maturing
within two (2) years or less from the date of  acquisition;  provided,
that,  the terms of such  agreements  comply with the  guidelines  set
forth in the Federal Financial  Agreements of Depository  Institutions
with Securities  Dealers and Others,  as adopted by the Comptroller of
the  Currency on October 31,  1985;  (f)  investments  in money market
funds and mutual funds which invest  substantially all of their assets
in securities of the types described in clauses (a) through (e) above;
and (g) funds  maintained by such Person in demand deposit accounts at
any national or state bank or trust company."

(c) The  definition  of  "EBITDA"  set  forth in  Section  1.22 of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:

"1.22 "EBITDA" shall mean, as to any Person,  with respect to any
period,  an amount equal to: (a) the  Consolidated  Net Income of such
Person and its consolidated Subsidiaries for such period determined in
accordance with GAAP, plus (b) the amount of the cumulative  effect of
changes in accounting principles for such period, plus (c ) the amount
of  minority   interest  for  such  period,   plus  (d)  depreciation,
amortization  and other non-cash charges  (including,  but not limited
to,  amortization of discount and  amortization of deferred  financing
fees and closing costs,  imputed  interest and deferred  compensation)
for  such  period  (to  the  extent  deducted  in the  computation  of
Consolidated Net Income of such Person),  all in accordance with GAAP,
plus (e) Interest  Expense for such period (to the extent  deducted in
the  computation of  Consolidated  Net Income of such Person) plus (f)
interest on the Subordinated Debentures for such period (to the extent
deducted in the computation of Consolidated Net Income of such Person)
plus (g) charges for Federal,  State,  local and foreign  income taxes
for  such  period  (to  the  extent  deducted  in the  computation  of
Consolidated Net Income of such Person)."

(d) The definition of the term "Fixed Charge  Coverage  Ratio" set forth in
Section  1.42 of the Loan  Agreement  is  hereby  deleted  in its  entirety  and
replaced with the following:

"1.42 "Fixed Charge Coverage Ratio" shall mean for any period the
ratio of (a)  EBITDA of Timet and its  consolidated  Subsidiaries  for
such  period  to (b)  Fixed  Charges  of  Timet  and its  consolidated
Subsidiaries for such period."

(e) The definition of the term "Fixed Charges" set forth in Section 1.43 of
the Loan  Agreement is hereby  deleted in its  entirety  and  replaced  with the
following:

"1.43  "Fixed  Charges"  for any  period  shall mean the sum of ,
without  duplication  , (a) all  Interest  Expense,  (b)  all  Capital
Expenditures,  (c ) all scheduled  (as  determined at the beginning of
the respective  period) mandatory  principal  payments of Indebtedness
(including principal payments with respect to all Capital Leases) made
by a Borrower or its consolidated Subsidiaries during such period. The
foregoing  shall  not be  construed  to  include  mandatory  principal
payments  on  Indebtedness  arising  pursuant to  revolving  loans and
advances."

(f) The definition of the term "Interest Expense" set forth in Section 1.51
of the Loan  Agreement is hereby  deleted in its entirety and replaced  with the
following:

"1.51  "Interest  Expense" shall mean, for any period,  as to any
Person and its consolidated Subsidiaries,  as determined in accordance
with  GAAP,  the  total  interest  expense  of  such  Person  and  its
consolidated  Subsidiaries  for such  period,  whether paid or accrued
(including the interest  component of Capital Leases for such period),
including,  without limitation, all bank fees, commissions,  discounts
and other  fees and  charges  owed with  respect to letters of credit,
banker's  acceptances  or  similar  instruments,   but  excluding  (a)
amortization of discount and  amortization of deferred  financing fees
and closing costs,  (b) interest paid in property other than cash, (c)
any other  interest  expense not payable in cash,  and (d) interest on
the Subordinated Debentures."

1.3 Interpretation.  For purposes of this Amendment, all terms used herein,
including but not limited to, those terms used and/or  defined  herein or in the
recitals hereto shall have the respective  meanings assigned thereto in the Loan
Agreement as amended by this Amendment No. 3.

Section 2.    Amendments to Loan Agreement.

2.1 Equipment Availability. Section 1.9 of the Loan Agreement is amended by
adding the following to the end of such section:

"Notwithstanding  anything to the  contrary  contained in this Section
1.9 or  otherwise,  in no event shall any  Equipment  Availability  of
Borrowers be included in the calculation of the Borrowing Base, except
for purposes of determining the Quarterly Average Excess Availability,
unless and until Lender shall have received a written  appraisal  with
respect to the  Equipment in  accordance  with Section  7.4(a)  hereof
within  the  twelve  (12)  consecutive  months  immediately  preceding
calculation   of  the   Borrowing   Base   including   any   Equipment
Availability."

2.2 Equipment  Appraisals.  Section 7.4(a) of the Loan Agreement is amended
by adding the following to the end of such section:

"Notwithstanding  anything to the  contrary  contained in this Section
7.4, so long as the calculation of the Borrowing Base does not include
any Equipment  Availability of Borrowers and/or as no Event of Default
or act,  condition or event which with notice or passage of time would
constitute an Event of Default shall exist or have occurred, Borrowers
shall not be required  at their  expense to obtain an  appraisal  with
respect to the  Equipment  as  otherwise  required  under this Section
7.4(a)."

2.3 Indebtedness.  Section 9.9 (d)(i) is hereby deleted in its entirety and
replaced with the following:

"(i) the principal amount of such  Indebtedness  shall not exceed
$207,465,300, less the aggregate amount of all repayments, repurchases
or redemptions thereof,  whether optional or mandatory,  plus interest
thereon at the rate  provided  in the  Subordinated  Debentures  as in
effect on the date hereof,"

2.4  Investments.  Section 9.10 of the Loan  Agreement is hereby amended by
deleting the word "and" in front of Section 9.10(o), changing the punctuation at
the end of Section  9.10(o)  from a period to a semicolon  followed by "and" and
adding the following new Section 9.10(p) at the end thereof:

"(p)  investments  by a Borrower or Restricted  Subsidiary in any
Marketable Securities, provided, that, (i) the aggregate amount of all
such investments at any time shall not exceed $50,000,000,  (ii) in no
event   shall  the   total   amount  of  Loans  or  Letter  of  Credit
Accommodation  the  proceeds  of which  are used  for the  purpose  of
purchasing  such  Marketable  Securities  exceed  $20,000,000  in  the
aggregate,  (iii) such Marketable  Securities shall only be held in an
investment account or securities  account  established with a security
intermediary  acceptable  to Lender  (except as Lender  may  otherwise
agree in writing), (iv) on or before the making of any such investment
(except as Lender may  otherwise  agree in writing)  such  Borrower or
Restricted  Subsidiary  shall as Lender may specify either (A) execute
and  deliver,  and cause to be executed and  delivered  to Lender,  an
Investment   Property   Control   Agreement  in  form  and   substance
satisfactory  to  Lender  with  respect  to such  investment  account,
securities account or other similar account duly authorized,  executed
and  delivered  by such  Borrower or  Restricted  Subsidiary  and such
securities  intermediary  or (B)  arrange  for  Lender to  become  the
entitlement  holder with respect to such investment  property on terms
and  conditions  acceptable to Lender,  (v) on or before the making of
such investment (except as Lender may otherwise agree in writing) such
Borrower or Restricted  Subsidiary  shall execute and deliver to Agent
an  Investment  Property  Pledge and  Security  Agreement  in form and
substance  satisfactory  to Lender  with  respect  to such  investment
account or securities account duly authorized,  executed and delivered
by such  Borrower  or  Restricted  Subsidiary,  and  (vi) no  Event of
Default shall exist or have occurred and be continuing."

2.5  Transactions  with  Affiliates.  Section 9.12 of the Loan Agreement is
hereby amended by adding the following to the end of clause (a) as follows:

", provided  further,  that, this Section 9.12(a) shall not apply
to any transaction permitted under Section 9.10(p) hereof."

2.6 Excess Availability.  Section 9 of the Loan Agreement is hereby amended
by adding a new Section 9.22 to the end thereof as follows:

"9.22  Excess  Availability.  Borrowers  shall  have at all times
Excess Availability of not less than $25,000,000; provided, that, such
amount  shall be reduced to  $20,000,000  at such time as Lender shall
have  received  an  appraisal  of  the  Equipment  of  Borrowers  that
satisfies  the  requirements  of  Section  7.4(a)  hereof  within  the
immediately preceding twelve (12) months."

2.7 Fixed Charge Coverage Ratio.  Section 9 of the Loan Agreement is hereby
amended to add a new Section 9.23 to the end thereof as follows:

"9.23 Fixed Charge Coverage Ratio. Borrowers shall not permit the
Fixed   Charge   Coverage   Ratio  for  Timet  and  its   consolidated
Subsidiaries for any four (4) rolling fiscal quarter period to be less
than 1:1  calculated as of the end of any fiscal  quarter in which the
Excess  Availability of Borrowers is less than $40,000,000 at any time
during such fiscal quarter."

Section  3.   Representations,  Warranties  and  Covenants.  In  addition  to
the continuing representations, warranties and covenants heretofore or hereafter
made by  Borrowers  and  Guarantors  to Lender  pursuant to the other  Financing
Agreements,  each  Borrower  and  Guarantor  hereby  represents,   warrants  and
covenants with and to Lender as follows (which  representations,  warranties and
covenants  are  continuing  and shall  survive  the  execution  and  delivery of
Amendment No. 3 and shall be incorporated  into and made a part of the Financing
Agreements):

3.1 No Default.  No Event of Default or act,  condition or event which with
notice or  passage of time or both would  constitute  an Event of Default  shall
exist or have occurred and be continuing on the effective date of this Amendment
No. 3.

3.2  Corporate  Power and  Authority.  This  Amendment  No. 3 has been duly
executed and  delivered by each  Borrower and Guarantor and is in full force and
effect as of the date of this Amendment No. 3 and the agreements and obligations
of each Borrower and Guarantor  contained  herein  constitute  legal,  valid and
binding  obligations  of such  Borrower and Guarantor  enforceable  against such
Borrower and Guarantor in accordance with their respective terms.

3.3 Consents. Borrowers and Guarantors have received all necessary consents
and  approvals  of  third  parties  to the  transactions  contemplated  by  this
Amendment No. 3.

Section 4.    Conditions Precedent. The effectiveness of this Amendment No. 3
shall be subject to, Lender having received, in form and substance  satisfactory
to Lender,  each duly authorized,  executed and delivered by the parties thereto
(if applicable):

4.1 an original of this Amendment No. 3; and

4.2 an original of the letter  agreement,  dated of even date herewith,  by
and among  Borrowers,  Guarantors and Lender in the form of the letter agreement
attached hereto as Exhibit A.

Section 5.    Additional Deliveries.  Each Borrower and Guarantor hereby agrees
that, in addition to all other terms, conditions and provisions set forth in the
other Financing Agreements, such Borrower or Guarantor shall deliver or cause to
be  delivered  to  Lender  each of the  following,  each in form  and  substance
satisfactory to Lender,  duly authorized,  executed and delivered by the parties
thereto, as soon as possible but in any event by no later than March 31, 2004:

5.1 an original of an  Investment  Property  Pledge and Security  Agreement
with respect to any  investment  accounts of TIMET  Finance  maintained at Jones
Trading Institutional Services and First Southwest Company;

5.2 an original of an Investment Property Control Agreement with respect to
the investment account of TIMET Finance maintained at JonesTrading Institutional
Services and an Investment Property Pledge Agreement with respect thereto; and

5.3 an original of an Investment Property Control Agreement with respect to
the investment  account of TIMET Finance  maintained at First Southwest  Company
and an Investment Property Pledge Agreement with respect thereto.

Section 6.        Provisions of General Application.

6.1 Effect of this Amendment.  Except as modified pursuant hereto, no other
changes or modifications to the Financing Agreements are intended or implied and
in all other respects the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of the effective date hereof. To
the extent of conflict  between the terms of this  Amendment No. 3 and the other
Financing Agreements,  the terms of this Amendment No. 3 shall control. The Loan
Agreement and this Amendment No. 3 shall be read and construed as one agreement.

6.2 Additional Events of Default.  The parties hereto acknowledge,  confirm
and agree  that the  failure  of  Borrowers  or  Guarantors  to comply  with the
covenants,  conditions and agreements contained herein shall constitute an Event
of Default under the Financing  Agreements (subject to the applicable notice and
cure period,  if any, with respect thereto provided for in the Loan Agreement as
in effect on the date hereof).

6.3 Further  Assurances.  The parties hereto shall execute and deliver such
additional  documents  and take such  additional  action as may be  necessary or
desirable to effectuate the provisions and purposes of this Amendment No. 3.

6.4  Governing  Law.  The rights and  obligations  hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the laws of the State of Texas.

6.5 Binding Effect. This Amendment No. 3 shall be binding upon and inure to
the benefit of each of the parties  hereto and their  respective  successors and
assigns.

6.6 Survival of Representations  and Warranties.  All  representations  and
warranties  made in this  Amendment  No. 3 or any other  document  furnished  in
connection with this Amendment No. 3 shall survive the execution and delivery of
this Amendment No. 3 and the other documents,  and no investigation by Lender or
any closing  shall affect the  representations  and  warranties  or the right of
Lender to rely upon them.

6.7  Counterparts.  This  Amendment  No. 3 may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one  counterpart  thereof  signed by each of
the parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 3 to
be duly executed and delivered by their  authorized  officers as of the date and
year first above written.

TITANIUM METALS CORPORATION

By:_______________________________
Title:____________________________

TITANIUM HEARTH TECHNOLOGIES, INC.

By:_______________________________

Title:____________________________

TMCA INTERNATIONAL, INC.

By:_______________________________

Title:____________________________

TIMET MILLBURY CORPORATION

By:_______________________________

Title:____________________________

TIMET CASTINGS CORPORATION

By:_______________________________

Title:____________________________

[SIGNATURES CONTINUE ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

TIMET FINANCE MANAGEMENT
COMPANY

By:_______________________________

Title:____________________________

AGREED TO:

CONGRESS FINANCIAL CORPORATION
(SOUTHWEST)

By:_________________________________

Title:________________________________

Exhibit 7
---------

INVESTMENT PROPERTY
PLEDGE AND SECURITY AGREEMENT

THIS   INVESTMENT   PROPERTY   PLEDGE  AND  SECURITY   AGREEMENT   ("Pledge
Agreement"),  dated March 18, 2004, is by TIMET Finance  Management  Company,  a
Delaware  corporation   ("Pledgor")  to  and  in  favor  of  Congress  Financial
Corporation (Southwest), a Texas corporation ("Pledgee").

W I T N E S S E T H:

WHEREAS,  Pledgor  is the  direct  and  beneficial  owner  of the  cash and
securities  accounts  identified  on  Exhibit A hereto and titled in the name of
Pledgor  (individually,  each an "Account"  and  collectively,  the  "Accounts")
maintained  by  the  brokerage  institutions  identified  on  Exhibit  A  hereto
(individually, each a "Broker" and collectively, "Brokers"); and

WHEREAS,  Pledgee  and  Pledgor  have  entered  or are about to enter  into
financing arrangements pursuant to which Pledgee may make loans and advances and
provide  other  financial  accommodations  to  Titanium  Metals  Corporation,  a
Delaware  corporation  ("Timet")  which owns one hundred  (100%)  percent of the
capital  stock of Pledgor and  Titanium  Hearth  Technologies,  Inc., a Delaware
corporation ("THT", and together with Timet,  individually each a "Borrower" and
collectively,  "Borrowers")  as set  forth in the Loan and  Security  Agreement,
dated February 25, 2000, by and among Pledgee, Borrowers,  certain affiliates of
Borrowers  and  Pledgor  (as the same now exists or may  hereafter  be  amended,
modified,  supplemented,  extended,  renewed,  restated or  replaced,  the "Loan
Agreement")  and the other  agreements,  documents and  instruments  referred to
therein or at any time  executed  and/or  delivered in  connection  therewith or
related  thereto,  including,  but not limited to,  this  Agreement  (all of the
foregoing,  together  with the  Loan  Agreement,  as the  same now  exist or may
hereafter be amended,  modified,  supplemented,  extended,  renewed, restated or
replaced,  being collectively referred to herein as the "Financing Agreements");
capitalized  terms not otherwise defined herein shall have the meaning set forth
in the Loan Agreement;

WHEREAS,  in order to induce Pledgee to make loans and advances and provide
other financial  accommodations to Borrowers  pursuant to the Loan Agreement and
the other  Financing  Agreements,  Pledgor has agreed to pledge to Pledgee,  and
grant Pledgee, a security interest in and lien upon, all of its right, title and
interest  in and to the  Accounts  and all  financial  assets  at any time  held
therein as set forth herein;

NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Pledgor hereby agrees as follows:

1.   GRANT OF SECURITY INTEREST
--------------------------

As  collateral  security  for  the  prompt   performance,   observance  and
indefeasible payment in full of all of the Obligations (as hereinafter defined),
Pledgor  hereby  assigns,  pledges,  hypothecates,  transfers  and sets  over to
Pledgee and grants to Pledgee a security interest in and lien upon the following
(collectively,  the "Pledged  Property"):  (a) all right,  title and interest of
Pledgor in and to the Accounts as the same may now or hereafter be  constituted,
now  existing  or  hereafter  arising;  (b) all  cash,  securities,  commodities
contracts,  instruments,  documents,  general  intangibles,  financial assets or
other investment property, held in or payable from, or credited to, any Account,
now  existing  or  hereafter  arising  or  acquired;   (c)  all   reinvestments,
roll-overs,  substitutions  and exchanges for any and all of the foregoing,  and
all monies and proceeds due or to become due thereon, including, but not limited
to, any and all dividends,  interest, profits interests,  profits,  redemptions,
warrants,   subscription   rights,   stock,   securities   options,   and  other
distributions whether of cash or other property, now or hereafter distributed or
which may  hereafter be earned by or delivered  for any Account;  (d) any rights
incidental or related to the ownership of any of the foregoing,  such as voting,
conversion  and  registration  rights and rights of recovery for  securities law
violations; and (e) all books and records relating to the foregoing; and (f) the
proceeds of all of the foregoing.

2.   OBLIGATIONS SECURED
-------------------

The security interest, lien and other interests granted to Pledgee pursuant
to this Pledge Agreement shall secure the prompt performance and payment in full
of any and all obligations,  liabilities and indebtedness of every kind,  nature
and  description  owing by  Pledgor to Pledgee  and/or  the  Borrowers  or their
respective consolidated Subsidiaries,  including principal,  interest,  charges,
fees,  costs and  expenses  however  evidenced,  whether as  principal,  surety,
endorser,  guarantor or otherwise, arising under this Pledge Agreement, the Loan
Agreement  or any of the other  Financing  Agreements,  whether now  existing or
hereafter  arising,  whether arising before,  during or after the initial or any
renewal term of the Loan  Agreement or after the  commencement  of any case with
respect  to Pledgor  under the  United  States  Bankruptcy  Code or any  similar
statute  (including,  without  limitation,  the  payment of  interest  and other
amounts  which  would  accrue and become  due but for the  commencement  of such
case), whether direct or indirect, absolute or contingent, joint or several, due
or not due,  primary or  secondary,  liquidated or  unliquidated,  or secured or
unsecured  (all of the foregoing  being  collectively  referred to herein as the
"Obligations").

3.   REPRESENTATIONS, WARRANTIES AND COVENANTS
-----------------------------------------

Pledgor hereby  represents,  warrants and covenants with and to Pledgee the
following  (all  of  such   representations,   warranties  and  covenants  being
continuing so long as any of the Obligations are outstanding):

(a) Each Broker has established and maintains, and Pledgor shall cause each
Broker to maintain, the Account next to its name on Exhibit A hereto in the name
of Pledgor.

(b) Pledgor has executed  and  delivered,  or will execute and deliver,  to
Pledgee  Investment  Property Control Agreements in favor of Pledgee in the form
of Exhibit B hereto and has caused,  or will  cause,  each Broker to execute and
deliver such  agreement  to Pledgee (as the same now exists or may  hereafter be
amended,  modified,  supplemented,  extended,  renewed,  restated  or  replaced,
individually  each  a  "Control   Agreement"  and  collectively,   the  "Control
Agreements").

(c) To the best of the knowledge of Borrower, (i) each Broker is a business
corporation  which in the ordinary course of its business  maintains  securities
for  its  customers  and  maintains  securities  accounts  in the  name  of such
customers  reflecting  ownership  of or  interests  in such  securities  and all
records  relating  to  such  accounts,  (ii)  each  Broker  has  identified  and
registered  (by  book-entry  or otherwise)  the financial  assets in the Account
maintained  by it on its books and records as  belonging  to Pledgor,  and (iii)
each  Broker has  registered  in its records  the  interests  of Pledgee in such
Account.

(d) Pledgor has all requisite power and authority to enter into this Pledge
Agreement  and the Control  Agreements,  to pledge the Pledged  Property for the
purposes described herein and to carry out the transactions contemplated by this
Pledge Agreement and the Control Agreements.

(e) All Pledged  Property is directly,  legally and  beneficially  owned by
Pledgor free and clear of any pledge,  mortgage,  hypothecation,  lien,  charge,
encumbrance  or any security  interest or the proceeds  thereof,  except for the
security interest granted to the Pledgee  hereunder,  as provided in the Control
Agreement  with  respect to each Broker or the pledges  and  security  interests
permitted under the Loan Agreement.

(f) The  execution,  delivery  and  performance  by Pledgor of this  Pledge
Agreement and the Control Agreements have been duly and properly  authorized and
does not and will not result in any  violation  of any  agreement,  indenture or
other instrument,  license,  judgment, decree, order, law, statute, ordinance or
other governmental rule or regulation applicable to Pledgor.

(g) Upon delivery of the duly executed Control Agreements to Pledgee,  this
Pledge  Agreement  together with the applicable  Control  Agreement  creates and
grants a valid first lien on and perfected security interest in each Account and
the proceeds thereof.

(h) The  securities  entitlements  credited  to any  Account  are valid and
genuine and Pledgor has provided,  and upon request  agrees to provide,  Pledgee
with a complete and accurate  statement  of the  financial  assets and the money
credited to such Account as of the date hereof.

(i) Pledgor shall not, directly or indirectly,  sell,  convey, or otherwise
dispose of or withdraw any money, securities or property from any Account or any
interest in such Account, nor shall Pledgor create, incur or permit to exist any
pledge, mortgage, lien, charge,  encumbrance or any security interest whatsoever
with respect to any of the Pledged  Property or the proceeds  thereof other than
the pledge and security interest in favor of Pledgee or the liens permitted each
Broker under the applicable Control Agreement,  provided,  that, (A) Pledgor may
make trades in the Accounts before (but not after) the occurrence of an Event of
Default,  but  subject  to the  proceeds  of any such  trades  remaining  in the
Accounts  unless  withdrawn from such Account to the extent  permitted under the
applicable  Control  Agreement  and (B)  Pledgor  may  withdraw  funds from each
Account to the extent permitted under the applicable Control Agreement.

(j)  Pledgor  shall not  modify or  terminate  the  Control  Agreements  or
Pledgor's  customer  agreement  with each Broker under which the  Accounts  were
established.

(k) Pledgor shall, at it own expense,  (i) defend Pledgee's  right,  title,
special  property and security  interest in and to the Pledged  Property against
the  claims  of  any  person,   (ii)  deliver  any   certificate  or  instrument
constituting  or  representing  any of the Pledged  Property  that it may obtain
possession  of to a Broker for credit to any  Account,  duly  endorsed  in blank
without restriction,  with a signature guaranty acceptable at the New York Stock
Exchange and with all necessary  transfer tax stamps affixed,  and (iii) deliver
to each  Broker  any  endorsements  or  instruments  which may be  necessary  or
desirable  to  transfer  any  financial  assets  held by such  Broker  which are
registered  in the name of,  payable to the order of, or  specially  endorsed to
Pledgor,  to such  Broker  or its  securities  intermediary  or to one of  their
respective nominees.

(l) Any cash,  checks or other  instruments or items received by Pledgor or
Pledgee  relating to the matured Pledged  Securities,  and such amounts shall be
reinvested  in the Accounts or may be withdrawn  from the Accounts to the extent
permitted under the Control Agreements.

(m) To the extent necessary to give effect to the foregoing  authorizations
and  subject to the terms of this  Pledge  Agreement,  Pledgor  hereby  appoints
Pledgee as lawful  attorney in fact for the purposes of reinvesting the proceeds
of any Pledged  Property and receiving and receipting for any cash,  checks,  or
other instruments or items relating thereto.

(n) The Pledged Property is not registered,  nor has Pledgor authorized the
registration  thereof,  in the name of any person or entity other than  Pledgor,
Pledgee or the applicable Broker.

(o) The Pledged Property is not subject to any restrictions relative to the
transfer thereof (other than any restrictions  under federal or state securities
or other similar laws that are applicable  thereto,  if any) and Pledgor has the
right to transfer and  hypothecate to the Pledgee the Pledged  Property free and
clear of any liens, encumbrances or restrictions.

(p) The  Pledged  Property  is duly and  validly  pledged to Pledgee and no
consent or  approval  of any  governmental  or  regulatory  authority  or of any
securities  exchange or the like, nor any consent or approval of any other third
party,  was or is necessary to the  validity and  enforceability  of this Pledge
Agreement.

(q) Pledgor authorizes Pledgee to perform any and all acts which Pledgee in
good faith deems reasonable and/or necessary for the protection and preservation
of the Pledged Property or its value or Pledgee's security interest therein, and
pay any charges or expenses  which  Pledgee  deems  necessary  for the foregoing
purpose,  but without any  obligation  to do so. Any  obligation  of Pledgee for
reasonable  care for the  Pledged  Property  in  Pledgee's  possession  shall be
limited  to the same  degree of care which  Pledgee  uses for  similar  property
pledged to Pledgee by other persons.

(r) Pledgor shall pay all charges and assessments of any nature against the
Pledged   Property  or  with  respect  thereto  prior  to  said  charges  and/or
assessments being delinquent.

(s) Pledgor  shall  promptly  reimburse  Pledgee on demand,  together  with
interest at the rate then  applicable to the  indebtedness of Pledgor to Pledgee
set forth in the Loan Agreement,  for any charges,  assessments or expenses paid
or incurred by Pledgee in its discretion for the  protection,  preservation  and
maintenance  of the Pledged  Property and the  enforcement  of Pledgee's  rights
hereunder,  including,  without  limitation,  attorneys' fees and legal expenses
incurred by Pledgee in seeking to protect,  collect or enforce its rights in the
Pledged Property or otherwise hereunder.

(t)  Pledgor  shall  furnish,  or cause to be  furnished,  to Pledgee  such
information  concerning  the  Pledged  Property as Pledgee may from time to time
request.

(u) From and after the occurrence and during the continuance of an Event of
Default,  Pledgee  may  notify any  appropriate  transfer  agent of the  Pledged
Securities to register the security interest and pledge granted herein and honor
the rights of Pledgee with respect thereto.

(v) Pledgor  waives:  (i) all rights to require  Pledgee to proceed against
any other  person,  entity or  collateral  or to exercise  any remedy,  (ii) the
defense of the statute of limitations in any action upon any of the Obligations,
(iii) any  right of  subrogation  or  interest  in the  Obligations  or  Pledged
Property until all Obligations have been paid in full, (iv) any rights to notice
of any kind or nature whatsoever,  unless  specifically  required in this Pledge
Agreement  or  non-waivable  under any  applicable  law,  and (v) to the  extent
permissible,  its rights under  Section  9-207 of the Uniform  Commercial  Code.
Pledgor  agrees  that the  Pledged  Property,  other  collateral,  or any  other
guarantor or endorser may be released,  substituted or added with respect to the
Obligations,  in whole or in part, without releasing or otherwise  affecting the
liability of Pledgor,  the pledge and security interests granted  hereunder,  or
this Pledge  Agreement.  Pledgee is entitled to all of the benefits of a secured
party set forth in Section 9-207 of the Uniform Commercial Code.

(w) Subject to the terms of the Control  Agreements and the Loan Agreement,
unless and until an Event of Default  exists or has occurred and is  continuing,
Pledgor shall retain the right to vote any securities in the Accounts,  exercise
any rights of conversion,  redemption, exchange,  subscription,  registration or
any other rights, privileges or options with respect thereto, give all consents,
waivers and  ratifications  in respect  thereof and  otherwise  act with respect
thereto  as  the  owner  of  thereof,   including  without   limitation  issuing
entitlement  orders and  otherwise  transferring  or  disposing  of the  Pledged
Property to the extent permitted under the applicable Control Agreement.

4.   RIGHTS AND REMEDIES
-------------------

At any time an Event of Default (as defined in the Loan  Agreement)  exists
or has occurred and is continuing,  in addition to all other rights and remedies
of Pledgee,  whether provided under this Pledge  Agreement,  the Loan Agreement,
the other Financing Agreements,  applicable law or otherwise, Pledgee shall have
the following  rights and remedies which may be exercised  without notice to, or
consent by, Pledgor  except as such notice or consent is expressly  provided for
hereunder:

(a) Pledgee,  at its option,  shall be empowered to exercise its continuing
right to instruct any Broker to register  any or all of the Pledged  Property in
the  name of  Pledgee  or in the  name of  Pledgee's  nominee  and  Pledgee  may
complete,  in any manner Pledgee may deem  expedient,  any and all stock powers,
assignments  or other  documents  heretofore  or hereafter  executed in blank by
Pledgor and  delivered  to Pledgee and Pledgee may send the Notice of  Exclusive
Control (as such term is defined in the  applicable  Control  Agreement)  to the
broker  under any  Control  Agreement.  Pledgee may vote any  securities  in any
Account  (whether  or not so  transferred)  and give all  consents,  waivers and
ratifications  in respect  thereof and  otherwise  act with  respect  thereto as
though  it  were  the  outright  owner  thereof   (Pledgor  hereby   irrevocably
constituting and appointing Pledgee, with full power of substitution,  the proxy
and attorney-in-fact of Pledgor for such purposes). After said instruction,  and
without further  notice,  Pledgee shall have the exclusive right to exercise any
and all  corporate  rights  with  respect to the  Accounts  and any of the other
Pledged Property,  including,  all rights of conversion,  redemption,  exchange,
subscription or any other rights,  privileges,  or options  pertaining to any of
the Pledged  Property as if Pledgee were the absolute  owner  thereof.  Upon the
exercise of any such rights,  privileges  or options by Pledgee,  Pledgee  shall
have the right to transfer, or cause any Broker to transfer, deposit and deliver
any and all of the  Pledged  Property  to any  committee,  depository,  transfer
agent,  registrar or other  designated  agency upon such terms and conditions as
Pledgee may  determine,  all without  liability,  except to account for property
actually  received by Pledgee.  However,  Pledgee shall have no duty to exercise
any of the aforesaid rights, privileges or options (all of which are exercisable
in the sole  discretion of Pledgee) and shall not be responsible for any failure
to do so or delay in doing so.

(b) Pledgee  may, at its option,  require all cash  dividends  payable with
respect to any  securities  in any  Account  be paid to  Pledgee  as  additional
collateral  security,  or,  in  Pledgee's  discretion  for  application  to  the
Obligations, in such order and manner as Pledgee may determine.

(c) Pledgee  may,  in its  discretion:  (i)  deliver a notice of  exclusive
control under any Control Agreement, (ii) cause the Accounts to be registered in
Pledgee's sole name or transfer any Account to another  broker/dealer to be held
in  Pledgee's  sole name,  (iii) remove any items of Pledged  Property  from any
Account and register same in Pledgee's name or in the name of its broker/dealer,
nominee  or  agent  or  any  of  their  nominees,   (iv)  exchange  certificates
representing  any of the Pledged  Property for certificates of larger or smaller
denominations,  (v) collect,  including by legal action, any notes, instruments,
checks  or other  evidences  of  payment  obligations  included  in the  Pledged
Property and compromise or settle same with the relevant  obligor and (vi) cause
any Broker or any other broker/dealer, agent or nominee aforesaid, to dispose of
any Pledged  Property with the proceeds thereof to be applied to the Obligations
in such order and manner as Pledgee may determine.

(d) In addition to all the rights and remedies of a secured party under the
Uniform  Commercial Code or other  applicable law, Pledgee shall have the right,
at any time and without demand of performance or other demand,  advertisement or
notice  of any kind  (except  the  notice  specified  below of time and place of
public or private  sale) to or upon Pledgor or any other person (all and each of
which demands,  advertisements and/or notices are hereby expressly waived to the
extent  permitted by applicable law), to proceed  forthwith to collect,  redeem,
recover,  receive,  appropriate,  realize,  sell,  or  otherwise  dispose of and
deliver said Pledged  Property or any part thereof in one or more lots at public
or private sale or sales at any exchange,  broker's board or at any of Pledgee's
offices or  elsewhere at such prices and on such terms as Pledgee may deem best.
The foregoing disposition(s) may be for cash or on credit or for future delivery
without assumption of any credit risk, with Pledgee having the right to purchase
all or any part of said  Pledged  Property  so sold at any such  sale or  sales,
public or private,  free of any right or equity of redemption in Pledgor,  which
right or equity is hereby expressly waived or released by Pledgor.  The proceeds
of  any  such  collection,   redemption,   recovery,   receipt,   appropriation,
realization,  sale or other disposition,  after deducting all costs and expenses
of every kind incurred  relative thereto or incidental to the care,  safekeeping
or  otherwise  of any and all  Pledged  Property  or in any way  relating to the
rights of Pledgee hereunder, including attorneys' fees and legal expenses, shall
be  applied  first to the  satisfaction  of the  Obligations  (in such  order as
Pledgee  may elect and  whether or not due) and then to the payment of any other
amounts  required by  applicable  law,  including  Section  9-615 of the Uniform
Commercial  Code,  with  Pledgor  to be and remain  liable  for any  deficiency.
Pledgor  shall be liable to Pledgee  for the payment on demand of all such costs
and expenses,  together with interest at the then  applicable  rate set forth in
the Loan Agreement,  and any attorneys' fees and legal expenses.  Pledgor agrees
that ten (10) days prior  written  notice by Pledgee  designating  the place and
time of any public  sale or of the time after  which any  private  sale or other
intended  disposition  of any or all of the Pledged  Property is to be made,  is
reasonable notification of such matters.

(e) All of the Pledgee's  rights and remedies,  including,  but not limited
to, the foregoing and those otherwise arising under this Pledge  Agreement,  the
Loan Agreement and the other Financing  Agreements,  the instruments  comprising
the Pledged Property,  applicable law or otherwise,  shall be cumulative and not
exclusive and shall be enforceable  alternatively,  successively or concurrently
as  Pledgee  may deem  expedient.  No failure or delay on the part of Pledgee in
exercising  any of its options,  powers or rights or partial or single  exercise
thereof, shall constitute a waiver of such option, power or right.

5.   JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW  
------------------------------------------------------------

(a) The validity,  interpretation  and enforcement of this Pledge Agreement
and  the  other  Financing  Agreements  and  any  dispute  arising  out  of  the
relationship  between the parties hereto,  whether in contract,  tort, equity or
otherwise,  shall be governed by the internal laws of the State of Texas without
regard to  principals  of conflicts of laws,  but excluding any rule of law that
would cause the application of the law of any  jurisdiction  other than the laws
of the State of Texas.

(b)  Pledgor   irrevocably   consents  and  submits  to  the  non-exclusive
jurisdiction  of the District  Court of the State of Texas and the United States
District Court for the Northern District of Texas and waives any objection based
on venue or forum non conveniens with respect to any action  instituted  therein
arising under this Pledge Agreement or any of the other Financing  Agreements or
in any way  connected  with or  related or  incidental  to the  dealings  of the
parties hereto in respect of this Pledge Agreement or any of the other Financing
Agreements or the transactions  related hereto or thereto,  in each case whether
now existing or hereafter  arising,  and whether in  contract,  tort,  equity or
otherwise, and agrees that any dispute with respect to any such matters shall be
heard only in the courts  described  above  (except that Pledgee  shall have the
right to bring any action or proceeding  against  Pledgor or its property in the
courts of any other jurisdiction which Pledgee deems necessary or appropriate in
order to realize on the  Pledged  Property  or to  otherwise  enforce its rights
against Pledgor or its property).

(c) Pledgor hereby waives  personal  service of any and all process upon it
and  consents  that all such  service of process may be made by  certified  mail
(return receipt requested)  directed to its address set forth herein and service
so made shall be deemed to be completed  five (5) days after the same shall have
been so deposited in the U.S. mails,  or, at Pledgee's  option,  by service upon
Pledgor in any other manner provided under the rules of any such courts.  Except
as  otherwise  required  by the  applicable  court,  and only  after an Event of
Default,  within  sixty (60) days after such  service,  Pledgor  shall appear in
answer to such  process,  failing  which  Pledgor shall be deemed in default and
judgment may be entered by Pledgee  against  Pledgor for the amount of the claim
and other relief requested.

(d) PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,  DEMAND,
ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS PLEDGE  AGREEMENT OR ANY OF THE
OTHER  FINANCING  AGREEMENTS  OR (ii) IN ANY WAY  CONNECTED  WITH OR  RELATED OR
INCIDENTAL  TO THE  DEALINGS  OF PLEDGOR  AND  PLEDGEE IN RESPECT OF THIS PLEDGE
AGREEMENT OR ANY OF THE OTHER FINANCING  AGREEMENTS OR THE TRANSACTIONS  RELATED
HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR  HEREAFTER  ARISING,  AND
WHETHER IN  CONTRACT,  TORT,  EQUITY OR  OTHERWISE.  PLEDGOR  HEREBY  AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL  WITHOUT A JURY AND THAT  PLEDGOR OR PLEDGEE MAY FILE AN ORIGINAL
COUNTERPART  OF A COPY OF THIS  PLEDGE  AGREEMENT  WITH  ANY  COURT  AS  WRITTEN
EVIDENCE OF THE  CONSENT OF THE  PARTIES  HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.

(e)  Pledgee  shall not have any  liability  to Pledgor  (whether  in tort,
contract,  equity or  otherwise)  for losses  suffered by Pledgor in  connection
with, arising out of, or in any way related to the transactions or relationships
contemplated by this Pledge  Agreement,  or any act, omission or event occurring
in connection  herewith,  unless it is determined by a final and  non-appealable
judgment or court order  binding on Pledgee,  that the losses were the result of
acts or omissions  constituting gross negligence or willful  misconduct.  In any
such  litigation,  Pledgee  shall be entitled  to the benefit of the  rebuttable
presumption  that it acted in good faith and with the exercise of ordinary  care
in the performance by it of the terms of this Pledge Agreement.

6.   MISCELLANEOUS
-------------

(a) Pledgor  agrees that at any time and from time to time upon the written
request of Pledgee,  Pledgor shall  execute and deliver such further  documents,
including,  but not limited to,  irrevocable  proxies or stock  powers,  in form
satisfactory  to counsel  for  Pledgee,  and will take or cause to be taken such
further  acts as Pledgee  may  request in order to effect the  purposes  of this
Pledge Agreement and perfect or continue the perfection of the security interest
in the Pledged Property granted to Pledgee hereunder.

(b) Beyond the  exercise of  reasonable  care to assure the safe custody of
the Pledged Property (whether such custody is exercised by Pledgee, or Pledgee's
nominee,  agent or bailee)  Pledgee or Pledgee's  nominee  agent or bailee shall
have no duty or liability to protect or preserve any rights  pertaining  thereto
and shall be  relieved  of all  responsibility  for the  Pledged  Property  upon
surrendering it to Pledgor or foreclosure with respect thereto.

(c) All  notices,  requests and demands to or upon the  respective  parties
hereto  shall be in writing and shall be deemed to have been duly given or made:
if delivered in person,  immediately  upon  delivery;  if by telex,  telegram or
facsimile  transmission,  immediately  upon  sending  and upon  confirmation  of
receipt; if by nationally recognized overnight courier service with instructions
to deliver the next business day, one (1) business day after sending;  and if by
registered or certified  mail,  return  receipt  requested,  five (5) days after
mailing.  All notices,  requests and demands upon the parties are to be given to
the following  addresses (or to such other address as any party may designate by
notice in accordance with this Section):

If to Pledgor:             TIMET Finance Management Company
c/o Griffin Corporate Services, Inc.
Attention: Victoria Garrett
300 Delaware Avenue, 9th Floor
Wilmington, Delaware 19801
Telephone No.: 302-552-3103
Telecopy No.: 302-552-3128

With a copy to:            Titanium Metals Corporation
Attention: General Counsel
1999 Broadway, Suite 4300
Denver, Colorado 80202
Telephone No.: 303-296-5600
Telecopy No.: 303-291-2990

If to Secured Party:       Congress Financial Corporation (Southwest)
Heritage Square II
5001 LBJ Freeway
Suite 1050
Dallas, Texas  75244
Telephone No.:  214-761-9044
Telecopy No.:  214-748-9118

(d) All references to the plural herein shall also mean the singular and to
the singular shall also mean the plural. All references to Pledgor,  Pledgee and
Broker pursuant to the definitions set forth in the recitals  hereto,  or to any
other person herein, shall include their respective  successors and assigns. The
words  "hereof,"  "herein,"  "hereunder,"  "this Pledge  Agreement" and words of
similar  import  when used in this Pledge  Agreement  shall refer to this Pledge
Agreement as a whole and not any particular  provision of this Pledge  Agreement
and as this Pledge  Agreement now exists or may hereafter be amended,  modified,
supplemented, extended, renewed, restated or replaced. An Event of Default shall
exist or  continue  or be  continuing  until  such Event of Default is waived in
accordance with Section 6(g) hereof or cured in a manner satisfactory to Pledgee
in good faith,  if such Event of Default is capable of being cured as determined
by Pledgee in good faith. All references to the term "Person" or "person" herein
shall  mean  any  individual,  sole  proprietorship,   partnership,  corporation
(including, without limitation, any corporation which elects subchapter S status
under the Internal Revenue Code of 1986, as amended), limited liability company,
limited liability partnership, business trust, unincorporated association, joint
stock  company,  trust,  joint venture or other entity or any  government or any
agency, instrumentality or political subdivision thereof.

(e) This Pledge  Agreement,  the other  Financing  Agreements and any other
document  referred to herein or therein  shall be binding  upon  Pledgor and its
successors and assigns and inure to the benefit of and be enforceable by Pledgee
and its successors and assigns.

(f) If any  provision  of this  Pledge  Agreement  is held to be invalid or
unenforceable,  such  invalidity or  unenforceability  shall not invalidate this
Pledge  Agreement as a whole,  but this Pledge  Agreement  shall be construed as
though  it did not  contain  the  particular  provision  held to be  invalid  or
unenforceable  and the rights and  obligations of the parties shall be construed
and enforced only to such extent as shall be permitted by applicable law.

(g)  Neither  this  Pledge  Agreement  nor any  provision  hereof  shall be
amended, modified, waived or discharged orally or by course of conduct, but only
by a written agreement signed by an authorized officer of Pledgee. Pledgee shall
not, by any act,  delay,  omission or otherwise  be deemed to have  expressly or
impliedly  waived any of its rights,  powers and/or  remedies unless such waiver
shall be in writing and signed by an  authorized  officer of  Pledgee.  Any such
waiver shall be enforceable only to the extent specifically set forth therein. A
waiver by Pledgee of any right,  power and/or  remedy on any one occasion  shall
not be  construed as a bar to or waiver of any such right,  power and/or  remedy
which Pledgee would  otherwise have on any future  occasion,  whether similar in
kind or otherwise.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS  WHEREOF,  Pledgor has executed this Pledge  Agreement as of the
day and year first above written.

TIMET FINANCE MANAGEMENT COMPANY

By:                                 

Title: