SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13D
                               (Amendment No. 6)*

                    Under the Securities Exchange Act of 1934


                           TITANIUM METALS CORPORATION
                                (Name of Issuer)

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

                                   888339 10 8
                                 (CUSIP Number)

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

                                  June 19, 2001
                      (Date of Event which requires Filing
                               of this Statement)

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

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

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

                         (Continued on following pages)






CUSIP No.  888339 10 8

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

                      Tremont Corporation

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      WC and AF

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Tremont Group, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Tremont Holdings, LLC

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      OO






CUSIP No.  888339 10 8

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

                      NL Industries, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      New Jersey

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Valhi, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Valhi Group, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Nevada

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      National City Lines, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      NOA, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Dixie Holding Company

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Dixie Rice Agricultural Corporation, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Louisiana

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Southwest Louisiana Land Company, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Louisiana

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Contran Corporation

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      The Combined Master Retirement Trust

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      WC

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,875,305
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,875,305

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,875,305

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

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

                      40.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      EP






CUSIP No.  888339 10 8

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

                      Harold Simmons Foundation, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.6%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Harold C. Simmons

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      USA

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    12,875,305
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     12,875,305

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      -0-

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

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

                      0.0%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      IN






                                 AMENDMENT NO. 6
                                 TO SCHEDULE 13D

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

Item 2.  Identity and Background.

         Item 2(a) is amended as follows:

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

         Tremont and the CMRT are the direct holders of approximately  38.6% and
1.9%,  respectively,  of the 31,817,801 Shares  outstanding as of April 30, 2001
according to the Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2001 (the "Outstanding Shares").  Tremont may be deemed to control the
Company.

         TGI,  TRE Holdings  and Valhi are the direct  holders of  approximately
80.0%, 0.1% and 0.1%, respectively,  of the outstanding shares of Tremont common
stock and together may be deemed to control Tremont.  Valhi and TRE Holdings are
the direct holders of 80.0% and 20.0%,  respectively of the  outstanding  common
stock of TGI and together may be deemed to control TGI. NL is the sole member of
TRE  Holdings and may be deemed to control TRE  Holdings.  Valhi and Tremont are
the  direct  holders of  approximately  60.4% and  20.5%,  respectively,  of the
outstanding  common  stock of NL and  together may be deemed to control NL. VGI,
National, Contran, the Foundation, the Contran Deferred Compensation Trust No. 2
(the  "CDCT No. 2") and the CMRT are the direct  holders of 81.7%,  9.5%,  1.9%,
0.5%, 0.4% and 0.1%, respectively,  of the common stock of Valhi. Together, VGI,
National  and Contran may be deemed to control  Valhi.  National,  NOA and Dixie
Holding  are the  direct  holders  of  approximately  73.3%,  11.4%  and  15.3%,
respectively,  of the outstanding common stock of VGI. Together,  National,  NOA
and Dixie  Holding may be deemed to control VGI.  Contran and NOA are the direct
holders of  approximately  85.7% and  14.3%,  respectively,  of the  outstanding
common stock of National and together may be deemed to control National. Contran
and  Southwest  are  the  direct  holders  of  approximately  49.9%  and  50.1%,
respectively,  of the outstanding common stock of NOA and together may be deemed
to  control  NOA.  Dixie Rice is the  direct  holder of 100% of the  outstanding
common  stock of Dixie  Holding  and may be deemed  to  control  Dixie  Holding.
Contran is the holder of 100% of the outstanding  common stock of Dixie Rice and
may be deemed to control  Dixie  Rice.  Contran  is the holder of  approximately
88.9% of the outstanding  common stock of Southwest and may be deemed to control
Southwest.

         Substantially  all of  Contran's  outstanding  voting  stock is held by
trusts  established  for the benefit of certain  children and  grandchildren  of
Harold C. Simmons (the "Trusts"),  of which Mr. Simmons is the sole trustee.  As
sole trustee of each of the Trusts, Mr. Simmons has the power to vote and direct
the  disposition of the shares of Contran stock held by each of the Trusts.  Mr.
Simmons, however,  disclaims beneficial ownership of any shares of Contran stock
that the Trusts hold.

         The CMRT directly holds  approximately  1.9% of the Outstanding  Shares
and 0.1% of the outstanding  shares of Valhi common stock. Valhi established the
CMRT as a trust to  permit  the  collective  investment  by master  trusts  that
maintain  the  assets of  certain  employee  benefit  plans  Valhi  and  related
companies adopt. Mr. Simmons is the sole trustee of the CMRT and a member of the
trust investment  committee for the CMRT. Mr. Simmons is a participant in one or
more of the employee benefit plans that invest through the CMRT.

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

         The CDCT No. 2 directly  holds  approximately  0.4% of the  outstanding
Valhi common stock. U.S. Bank National  Association serves as the trustee of the
CDCT No. 2. Contran  established the CDCT No. 2 as an irrevocable  "rabbi trust"
to assist Contran in meeting certain deferred  compensation  obligations that it
owes to Harold C. Simmons.  If the CDCT No. 2 assets are insufficient to satisfy
such  obligations,   Contran  is  obligated  to  satisfy  the  balance  of  such
obligations  as they come due.  Pursuant to the terms of the CDCT No. 2, Contran
(i) retains the power to vote the shares of Valhi common stock held  directly by
the CDCT No. 2, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.

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

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

         By virtue of the holding of the offices,  the stock  ownership  and his
service as trustee,  all as described  above,  (a) Mr.  Simmons may be deemed to
control the  entities  described  above and (b) Mr.  Simmons and certain of such
entities  may be deemed  to  possess  indirect  beneficial  ownership  of Shares
directly held by certain of such other entities.  However, Mr. Simmons disclaims
beneficial  ownership of the Shares beneficially owned,  directly or indirectly,
by any of such entities,  except to the extent of his vested beneficial interest
in the Shares held by the CMRT.

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

Item 5.  Interest in Securities of the Issuer.

         No change except for the addition of the following:

         (a) Tremont and the CMRT are the direct beneficial owners of 12,280,005
and 595,300 Shares, respectively.

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

                  (1) TGI, TRE Holdings,  NL, Valhi, VGI,  National,  NOA, Dixie
         Holding, Dixie Rice, Southwest,  Contran and the Foundation may each be
         deemed  to  be  the   beneficial   owner  of  the   12,280,005   Shares
         (approximately  38.6% of the  Outstanding  Shares) that  Tremont  holds
         directly; and

                  (2) The CMRT and  Harold C.  Simmons  may each be deemed to be
         the beneficial owner of the 12,875,305 Shares  (approximately  40.5% of
         the Outstanding Shares) that Tremont and the CMRT hold directly.

         Mr. Simmons disclaims beneficial ownership of all Shares.

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

                  (1) Tremont, TGI, TRE Holdings, NL, Valhi, VGI, National, NOA,
         Dixie Holding,  Dixie Rice,  Southwest,  Contran and the Foundation may
         each be deemed to share the power to vote and direct the disposition of
         the 12,280,005 Shares  (approximately  38.6% of the Outstanding Shares)
         that Tremont holds directly; and

                  (2) The CMRT and Harold C. Simmons may each be deemed to share
         the power to vote and direct the  disposition of the 12,875,305  Shares
         (approximately  40.5% of the  Outstanding  Shares) that Tremont and the
         CMRT hold directly.

         (c) The  table  below  sets  forth  transactions  in the  Shares by the
Reporting  Persons  since  June 13,  2001,  the last  transaction  in the Shares
reported in Amendment  No. 5 to this  Statement.  The CMRT  executed all of such
transactions on the New York Stock Exchange.




                                                                                         Approximate Price
                                                            Amount of                        Per Share
        Date                  Transaction                     Shares            (exclusive of commissions and fees)
     ---------             -----------------             ---------------        ------------------------------------
                                                                                      
      06/19/01                    Sale                          361,900                        $11.0000
      06/20/01                    Sale                           88,500                        $11.1720
      06/21/01                    Sale                           80,000                        $11.1563
      06/22/01                    Sale                           34,900                        $11.1000
      06/29/01                    Sale                           77,000                        $10.2494
      07/05/01                    Sale                          160,500                         $9.0000
      07/05/01                    Sale                           20,400                         $9.0037







                                    Signature

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

Date:  July 5, 2001




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





                                    Signature

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

Date:  July 5, 2001




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





                                    Signature

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

Date:  July 5, 2001





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





                                   SCHEDULE A


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


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


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

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