SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13D
                               (Amendment No. 15)*

                    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)

                                 August 7, 2002
                      (Date of Event which requires Filing
                               of this Statement)

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

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

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

                         (Continued on following pages)






CUSIP No.  888339 10 8

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

                      Tremont Corporation

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      WC and AF

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Tremont Group, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Tremont Holdings, LLC

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      OO






CUSIP No.  888339 10 8

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

                      NL Industries, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      New Jersey

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Valhi, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Valhi Group, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Nevada

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      National City Lines, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      NOA, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Dixie Holding Company

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Dixie Rice Agricultural Corporation, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Louisiana

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Southwest Louisiana Land Company, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Louisiana

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Contran Corporation

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      Harold Simmons Foundation, Inc.

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                     12,280,005

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      12,280,005

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

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

                      38.5%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  888339 10 8

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

                      The Combined Master Retirement Trust

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

             (a)  [   ]

             (b)  [ X ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      WC

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    15,145,205
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     15,145,205

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      15,145,205

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

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

                      47.5%

    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 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                                    15,145,205
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     15,145,205

    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. 15
                                 TO SCHEDULE 13D

         This amended statement on Schedule 13D (collectively, this "Statement")
relates  to the  common  stock,  $0.01 par value per share  (the  "Shares"),  of
Titanium Metals Corporation, a Delaware corporation (the "Company"). Items 2, 3,
4 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 (i) by Tremont Corporation  ("Tremont") and
The  Combined  Master  Retirement  Trust (the  "CMRT") as the direct  holders of
Shares,  (ii) by virtue of the direct and indirect  ownership of  securities  of
Tremont (as described below in this Statement),  by Tremont Group, Inc. ("TGI"),
Tremont Holdings, LLC ("TRE Holdings"), NL Industries,  Inc. ("NL"), Valhi, Inc.
("Valhi"),  Valhi Group, Inc. ("VGI"),  National City Lines, Inc.  ("National"),
NOA,  Inc.  ("NOA"),  Dixie  Holding  Company  ("Dixie  Holding"),   Dixie  Rice
Agricultural Corporation, Inc. ("Dixie Rice"), Southwest Louisiana Land Company,
Inc.  ("Southwest"),  Contran  Corporation  ("Contran")  and the Harold  Simmons
Foundation,  Inc. (the  "Foundation")  and (iii) by virtue of his positions with
Contran and certain of the other entities (as described in this  Statement),  by
Harold C.  Simmons  (collectively,  the  "Reporting  Persons").  By signing this
Statement,  each Reporting  Person agrees that this Statement is filed on its or
his behalf.

         Tremont and the CMRT are the direct holders of approximately  38.5% and
9.0%,  respectively,  of the 31,864,538 Shares outstanding as of August 12, 2002
based on the Company's  Quarterly Report on Form 10-Q for the quarter ended June
30,  2002 (the  "Outstanding  Shares").  Tremont  may be deemed to  control  the
Company.

         TGI,  TRE Holdings  and Valhi are the direct  holders of  approximately
80.0%, 0.1% and 0.1%, respectively,  of the outstanding shares of Tremont common
stock and together may be deemed to control Tremont.  Valhi and TRE Holdings are
the direct holders of 80.0% and 20.0%,  respectively of the  outstanding  common
stock of TGI and together may be deemed to control TGI. NL is the sole member of
TRE  Holdings and may be deemed to control TRE  Holdings.  Valhi and Tremont are
the  direct  holders of  approximately  62.0% and  21.0%,  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 80.6%,  9.5%,  2.1%,
1.4%, 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  9.0% 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  1.4% 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, VGI,  National,  NOA, Dixie Holding,  Dixie Rice,  Southwest and
Contran.  Mr.  Simmons  is also  chairman  of the  board of NL and  Valhi  and a
director of Tremont.

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

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

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

         Item 3 is amended as follows:

         The total amount of funds the CMRT used to acquire the Shares purchased
by it as reported in Item 5(c) was $1,322,746.78 (including  commissions).  Such
funds were provided by the CMRT's cash on hand.

Item 4.  Purpose of Transaction

         No change to Item 4 except for the addition of the following:

         The CMRT purchased Shares for investment purposes.

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

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

Item 5.  Interest in Securities of the Issuer.

         Item 5 is amended as follows:

         No change except for the addition of the following:

         (a) Tremont and the CMRT are the direct beneficial owners of 12,280,005
and 2,865,200 Shares, respectively.

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

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

                  (2) The CMRT and  Harold C.  Simmons  may each be deemed to be
         the beneficial owner of the 15,145,205 Shares  (approximately  47.5% 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  38.5% of the Outstanding Shares)
         that Tremont holds directly; and

                  (2) The CMRT and Harold C. Simmons may each be deemed to share
         the power to vote and direct the  disposition of the 15,145,205  Shares
         (approximately  47.5% of the  Outstanding  Shares) that Tremont and the
         CMRT hold directly.

         (c) The table below sets forth purchases of the Shares by the Reporting
Persons subsequent to July 23, 2002, the last reported trade in Amendment No. 14
to this  Statement.  The CMRT  purchased all of the following  Shares on the New
York Stock Exchange.

                                                         Approximate Price
                                                             Per Share
       Date               Amount of Shares            (exclusive of commissions)
    ---------            -----------------            --------------------------
     08/01/02                     22,500                      $3.7500
     08/02/02                    125,500                      $3.7427
     08/05/02                     63,700                      $3.6586
     08/06/02                      2,500                      $3.5400
     08/06/02                        100                      $3.6500
     08/06/02                     90,000                      $3.6844
     08/07/02                      1,100                      $3.7000
     08/07/02                      2,700                      $3.7500
     08/07/02                     43,700                      $3.7303





                                    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:  August 19, 2002




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





                                    Signature

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

Date:  August 19, 2002




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





                                    Signature

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

Date:  August 19, 2002




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





                                   SCHEDULE A


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


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


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

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