SCHEDULE 14A INFORMATION
      Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
                          Act of 1934 (Amendment No. )

Filed by the Registrant    |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|X|  Preliminary Proxy Statement
                               |_|  Confidential, for Use of the Commission Only
                                    (as permitted by Rule 14a-6(e)(2))

|_|  Definitive Proxy Statement

|_|  Definitive Additional Materials

|_|  Soliciting Material under Rule 14a-12

                           TITANIUM METALS CORPORATION
                (Name of Registrant as Specified In Its Charter)


     (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

     (2)  Aggregate number of securities to which transaction applies:

     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant  to  Exchange  Act Rule ( 0-11 (set forth the amount on which
          the filing fee is calculated and state how it was determined):

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

|_|  Fee paid previously with preliminary materials:

|_|  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

     (2)  Form, Schedule or Registration Statement No.:

     (3)  Filing Party:

     (4)  Date Filed:



                                     [Logo]


                           TITANIUM METALS CORPORATION
                            1999 Broadway, Suite 4300
                             Denver, Colorado 80202

                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON FEBRUARY 4, 2003

Dear Stockholder,

     You are cordially  invited to attend a Special  Meeting of  Stockholders of
Titanium Metals Corporation, a Delaware corporation (the "Company"). The meeting
will be held on  Tuesday,  February  4, 2003 at 9:45 a.m.,  local  time,  at the
offices of Valhi,  Inc.,  Three Lincoln  Center,  5430 LBJ Freeway,  Suite 1700,
Dallas, Texas 75240 for the following purposes:

     1.  To  approve  the  amendment  of  the  Company's  Amended  and  Restated
Certificate of Incorporation to do the following:

          (a)  effect a  reverse  stock  split  of the  Company's  common  stock
               pursuant to which any whole number of outstanding  shares between
               and  including  eight and ten would be combined into one share of
               our  common  stock  and  to  authorize  the  Company's  Board  of
               Directors  to  select  the  final   exchange   ratio  within  the
               identified  range,  as determined by the Board of Directors to be
               in the best interests of the Company and its stockholders; and

          (b)  reduce  the  number of shares of  capital  stock the  Company  is
               authorized to issue from 100,000,000 shares (99,000,000 shares of
               common stock and 1,000,000 shares of preferred stock),  par value
               $.01 per share, to 10,000,000  shares (9,900,000 shares of common
               stock and 100,000 shares of preferred stock),  par value $.01 per
               share.

     2. To conduct any other business properly brought before the meeting.

     These items of business  are more fully  described  in the Proxy  Statement
accompanying  this Notice.

     The  record  date for the  Special  Meeting  is  December  13,  2002.  Only
stockholders  of record at the  close of  business  on that date may vote at the
meeting or any adjournment thereof.

                             By Order of the Board of Directors,



                             Joan H. Prusse
                             Vice President, Deputy General Counsel & Secretary

Denver, Colorado
December __, 2002
                               -------------------

You are  cordially  invited to attend the meeting in person.  Whether or not you
expect to attend  the  meeting,  please  complete,  date,  sign and  return  the
enclosed proxy as promptly as possible in order to ensure your representation at
the meeting. A return envelope (which is postage prepaid if mailed in the United
States) is enclosed for your  convenience.  Even if you have voted by proxy, you
may still vote in person if you attend the meeting.  Please note, however,  that
if your  shares are held of record by a broker,  bank or other  nominee  and you
wish to vote at the  meeting,  you must obtain a proxy  issued in your name from
that record holder.




                           TITANIUM METALS CORPORATION
                            1999 Broadway, Suite 4300
                             Denver, Colorado 80202

                                 PROXY STATEMENT
                       FOR SPECIAL MEETING OF STOCKHOLDERS
                                February 4, 2003

           QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why am I receiving these materials?

     We sent you this  proxy  statement  and the  enclosed  proxy card or voting
instruction  form because the Board of Directors of Titanium Metals  Corporation
(sometimes  referred to as the "Company" or "TIMET") is soliciting your proxy to
vote at a Special Meeting of Stockholders. You are invited to attend the special
meeting and we request  that you vote on the  proposal  described  in this proxy
statement.  However,  you do not need to attend the meeting to vote your shares.
Instead,  you may simply  complete,  sign and return the enclosed  proxy card or
voting instruction form.

     We intend to mail this proxy  statement and  accompanying  proxy card on or
about December [20], 2002 to all  stockholders of record entitled to vote at the
special meeting.

Who can vote at the special meeting?

     Only  stockholders  of record at the close of business on December 13, 2002
will be  entitled to vote at the  special  meeting.  This date is referred to in
this  proxy  statement  as the  record  date.  On the  record  date,  there were
[31,849,538] shares of common stock outstanding and entitled to vote.

              Stockholder of Record: Shares Registered in Your Name
             ------------------------------------------------------

     If on the record  date your shares  were  registered  directly in your name
with our transfer agent, EquiServe Trust Company,  N.A., or EquiServe,  then you
are a stockholder of record. As a stockholder of record,  you may vote in person
at the meeting or vote by proxy.  Whether or not you plan to attend the meeting,
we urge you to fill out and return the  enclosed  proxy card to ensure your vote
is counted.

         Beneficial Owner: Shares Registered in the Name of a Broker or Bank
         --------------------------------------------------------------------

     If on the record  date your  shares  were held in an account at a brokerage
firm, bank, dealer, or other similar  organization,  then you are the beneficial
owner of  shares  held in  "street  name" and these  proxy  materials  are being
forwarded to you by that organization.  The organization holding your account is
considered  the  stockholder  of record for  purposes  of voting at the  special
meeting.  As a  beneficial  owner,  you have the right to direct  your broker or
other agent on how to vote the shares in your  account.  You are also invited to
attend  the  special  meeting.  However,  since you are not the  stockholder  of
record, you may not vote your shares in person at the meeting unless you request
and obtain a valid proxy from your broker or other agent.

What am I voting on?

     There is one matter scheduled for a vote:

     To approve the amendment of the Company's certificate of incorporation to:

          o    effect a  reverse  stock  split  of the  Company's  common  stock
               pursuant to which any whole number of outstanding  shares between
               and  including  eight and ten would be combined into one share of
               our  common  stock  and  to  authorize  the  Company's  Board  of
               Directors  to  select  the  final   exchange   ratio  within  the
               identified  range,  as determined by the Board of Directors to be
               in the best interests of the Company and its stockholders; and

1


          o    reduce the number of shares the  Company is  authorized  to issue
               from 100,000,000  shares  (99,000,000  shares of common stock and
               1,000,000 shares of preferred  stock),  par value $.01 per share,
               to  10,000,000  shares  (9,900,000  shares  of  common  stock and
               100,000 shares of preferred stock), par value $.01 per share.

     Under  Delaware  law,  in  order  for  TIMET to amend  its  certificate  of
incorporation,  the Board of Directors  must first  approve the  amendment.  The
Board  must then  call a  meeting  of the  stockholders  for  their  vote on the
proposed  amendment,  which  is  being  done by this  proxy  statement  and vote
solicitation.  The  affirmative  vote of a  majority  of the  outstanding  stock
entitled to vote on the amendment is required to approve any amendment.  Because
TIMET's  Board has passed a resolution  that would enable it to effect a reverse
stock split using an exchange ratio of either eight,  nine or ten shares to one,
with the final exchange ratio to be subsequently  determined by the Board, there
are  three  different  versions  of the  amendment  to  TIMET's  certificate  of
incorporation that you are being asked to consider and approve: one in which the
exchange  ratio is eight shares for one, the second in which the exchange  ratio
is nine shares for one, and the third in which the exchange  ratio is ten shares
for one.  The three  versions  of the  amendment  differ  only in respect of the
specific  exchange  ratio  each one  contains.  Each  version  of the  amendment
requires stockholder approval to be effective.  You are being asked to authorize
the Board to  select  the final  exchange  ratio and to cause the  corresponding
amendment  to the  certificate  of  incorporation  to be filed with the Delaware
Secretary of State and become  effective.  Each version of the  amendment  would
also decrease the number of shares of capital stock the Company is authorized to
issue. If the Board ultimately decides, after receiving stockholder approval, to
abandon the reverse stock split proposal  altogether,  all three of the approved
versions of the amendment to the certificate of incorporation would be abandoned
and  none  would  ever be filed  or  become  effective.  If the  Board  does not
implement an approved  reverse stock split prior to the one year  anniversary of
this special meeting of  stockholders,  the Board has agreed to seek stockholder
approval before implementing any reverse stock split after that time.

How does the Board of Directors recommend that I vote?

     The Board of Directors  unanimously  recommends that the stockholders  vote
"For" the proposal.

How do I vote?

     You may vote "For" or "Against" or "Abstain"  from voting.  The  procedures
for voting are as follows:

         Stockholder of Record:  Shares Registered in Your Name
         -------------------------------------------------------

     If you are a stockholder  of record,  you may vote in person at the special
meeting or vote by proxy using the enclosed proxy card.  Whether or not you plan
to  attend  the  meeting,  we urge you to vote by proxy to  ensure  your vote is
counted. You may still attend the meeting and vote in person if you have already
voted by proxy.  o To vote in person,  come to the  special  meeting and we will
give you a ballot when you arrive.

          o    To vote using the proxy card, simply complete,  sign and date the
               enclosed  proxy  card and  return  it  promptly  in the  envelope
               provided.  If you return your signed  proxy card to us before the
               special meeting, we will vote your shares as you direct.

 Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
 -------------------------------------------------------------------------------

     If you are a  beneficial  owner of  shares  registered  in the name of your
broker, bank, or other agent, you should have received a voting instruction form
with these proxy materials from that organization rather than from TIMET. Simply
complete  and mail the  voting  instruction  form to  ensure  that  your vote is
counted. To vote in person at the special meeting, you must obtain a valid proxy
from your broker, bank, or other agent. Follow the instructions from your broker
or bank included with these proxy  materials,  or contact your broker or bank to
request a proxy form.

                                                                               2


How many votes do I have?

     On each matter to be voted upon, you have one vote for each share of common
stock you owned as of the record date.


What if I return a signed proxy card but do not make specific choices?

     If you return a signed  proxy card without  marking any voting  selections,
your  shares  will be voted  "For"  the  amendment  of  TIMET's  certificate  of
incorporation.  If any other matter is properly  presented at the meeting,  your
proxy or agent (one of the individuals  named on your proxy card) will vote your
shares using his or her best judgment (subject to applicable limitations).

Who is paying for this proxy solicitation?

     TIMET will pay for the entire cost of  soliciting  proxies.  In addition to
these mailed proxy  materials,  our  directors  and  employees  may also solicit
proxies in person, by telephone,  or by other means of communication.  Directors
and  employees  will  not be paid any  additional  compensation  for  soliciting
proxies.  TIMET has retained D.F. King & Co., Inc. to aid in the distribution of
this proxy statement at a cost we estimate at $3,500.  TIMET will also reimburse
brokerage  firms,  banks  and  other  agents  for the cost of  forwarding  proxy
materials to beneficial owners.

What does it mean if I receive  more than one proxy  card or voting  instruction
form?

     If you receive more than one proxy card or voting  instruction  form,  your
shares  are  registered  in more than one name or are  registered  in  different
accounts. Please complete, sign and return each proxy card or voting instruction
form to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

     Yes.  You may revoke  your  proxy at any time  before the final vote at the
meeting. You may revoke your proxy in any one of three ways:

          o    You may submit another properly completed proxy card with a later
               date.

          o    You may send a written notice that you are revoking your proxy to
               EquiServe,  the inspector of elections,  at P.O. Box 2500, Jersey
               City, New Jersey 07303-2500.

          o    You may attend the  special  meeting  and vote in person.  Simply
               attending the meeting will not, by itself, revoke your proxy.

 How are votes counted?

     Votes will be counted  by the  inspector  of  elections  appointed  for the
meeting who will  separately  count "For" and "Against"  votes,  abstentions and
broker  non-votes.  (Under  applicable rules of the New York Stock Exchange,  or
NYSE, and Securities and Exchange Commission,  or SEC, brokers are authorized to
vote  on  certain  routine  matters  without  receiving  instructions  from  the
beneficial owner of the shares  registered in the brokers' name. If a broker who
is  entitled to vote on a routine  matter does not vote the shares,  such shares
are called broker non-votes.) Abstentions will be counted towards the vote total
for each  proposal  and will have the same  effect as  "Against"  votes.  Broker
non-votes are counted in the  calculation  of whether or not a quorum is present
(described  below),  but are not counted  either as a vote "For" or "Against" in
determining whether a matter has been approved. However, because approval of the
proposal  requires the affirmative vote of a majority of the shares  outstanding
(and not simply of those shares voted, in person or by proxy, at the meeting), a
broker non-vote will have the same effect as an "Against" vote.

3


What is the quorum requirement?

     A quorum of  stockholders  is necessary to hold a valid  meeting.  A quorum
will be present if at least a majority of the outstanding stock entitled to vote
is  represented  either by votes  present at the  meeting or by votes sent in by
proxy card. On the record date, there were [31,849,538] shares of TIMET's common
stock  outstanding and entitled to vote.  Thus,  [15,924,770]  shares of TIMET's
common stock must be  represented  by votes at the meeting or by proxy to have a
quorum.

     Your shares  will be counted  towards the quorum only if you submit a valid
proxy vote or vote at the meeting. Abstentions and broker non-votes will also be
counted towards the quorum requirement. If there is no quorum, a majority of the
votes present at the meeting may adjourn the meeting to another date.

How many votes are needed to approve the proposal?

     To be approved,  the proposal to effect a reverse stock split and to reduce
the number of  authorized  shares  must  receive a "For" vote from  holders of a
majority of our outstanding  shares.  If you "Abstain" from voting, it will have
the same  effect as an  "Against"  vote.  Broker  non-votes  will not be counted
either as a vote "For" or "Against," but, as explained above, will have the same
effect as an "Against" vote.

     AS OF THE RECORD DATE, TREMONT  CORPORATION,  OR TREMONT,  AND THE COMBINED
MASTER  RETIREMENT  TRUST,  OR THE  CMRT,  BOTH  ENTITIES  RELATED  TO HAROLD C.
SIMMONS,  HELD, IN THE  AGGREGATE,  [47.6%] OF THE  OUTSTANDING  SHARES OF TIMET
COMMON  STOCK,  AND J. LANDIS  MARTIN,  TIMET'S  CHAIRMAN,  PRESIDENT  AND CHIEF
EXECUTIVE OFFICER, HELD [3.38%] OF THE OUTSTANDING SHARES OF TIMET COMMON STOCK.
TREMONT,  THE CMRT AND MR. MARTIN HAVE EACH  INDICATED  THEIR  INTENTION TO HAVE
SUCH SHARES  REPRESENTED  AT THE SPECIAL  MEETING AND TO VOTE SUCH SHARES  "FOR"
THIS  PROPOSAL.  THEREFORE,  IF ALL OF SUCH SHARES ARE VOTED AS  INDICATED,  THE
PROPOSAL WILL BE APPROVED.

What are the effects of the proposed reverse stock split and the reduction in
authorized shares?

     If the proposal  for the reverse  stock split and  reduction in  authorized
shares  is  approved  by  the  stockholders  and  effected  by the  Board,  each
stockholder  will  own a  reduced  number  of  shares  of our  common  stock  in
proportion to the exchange ratio selected by the Board.  The reverse stock split
will affect all  stockholders  uniformly.  The Company will not issue fractional
shares as a result  of the  reverse  stock  split but will  instead  "cash  out"
fractional shares at a price equal to the  proportionate  average of the closing
sales  prices of TIMET's  common  stock for ten full  trading  days prior to the
effective date of the reverse stock split. This cashing out of fractional shares
will have a very limited effect on stockholders'  proportionate  holdings of our
common stock before and after the reverse stock split.

     In addition, for all stock options issued and outstanding under TIMET's two
stock option  plans,  following  the reverse stock split the number of shares of
TIMET's  common stock that will be issued upon  exercise of such options will be
reduced in  proportion  to the  exchange  ratio  selected by the Board,  and the
exercise price of such options will increase by the same proportion.  TIMET will
pay cash for any  fractional  shares that would  otherwise be issuable under any
stock option based upon the market value of TIMET's  common stock on the date of
exercise.  The  number of shares  that may be issued in the future  under  these
option plans will be reduced by the same proportion.

     Further,  the  number  of  shares  of TIMET  common  stock  into  which the
convertible  preferred  securities  that are issued by the TIMET Capital Trust I
are  convertible,  and the conversion rate, will be reduced in proportion to the
exchange ratio selected by the Board.

How can I find out the results of the voting at the special meeting?

     Final voting  results are  expected to be announced at the special  meeting
and publicly announced by press release shortly after the special meeting.

                                                                               4

                                    PROPOSAL

                              AMENDMENT TO TIMET'S
          CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT
                         AND TO REDUCE AUTHORIZED SHARES

OVERVIEW

     Our Board of  Directors  has  unanimously  approved a proposal to amend our
certificate of  incorporation to effect a reverse stock split of all outstanding
shares of our common stock at an exchange  ratio ranging from  eight-for-one  to
ten-for-one.  The Board has  recommended  that this proposal be presented to our
stockholders for approval. You are being asked to vote upon three versions of an
amendment to our certificate of incorporation to effect this reverse stock split
whereby  either eight,  nine or ten currently  outstanding  shares of our common
stock will be combined into and become,  after the reverse  split,  one share of
our common stock, and to authorize the Board to select one of the three approved
exchange ratios.  Assuming the stockholders approve the proposal, the Board will
have  the  sole  discretion   under  Section  242(c)  of  the  Delaware  General
Corporation  Law, as it determines to be in the best  interests of TIMET and its
stockholders,  both to select the specific exchange ratio (either eight, nine or
ten  shares  for one) and also to decide  whether  or not to proceed to effect a
reverse  stock split or instead to abandon the  proposal  altogether.  The Board
believes  that  stockholder  approval  of the  proposal  granting  the Board the
discretion to pick an exchange ratio within this range or to abandon the reverse
stock split altogether (rather than approval of a specified exchange ratio) will
provide  the Board with  maximum  flexibility  to react to  then-current  market
conditions  and,  therefore,  is in the best  interests  of the  Company and its
stockholders.

     The text of the three versions of the proposed amendment to our certificate
of incorporation is attached to this proxy statement as Appendix A. By approving
the proposal,  stockholders  will approve all three versions of the amendment to
our certificate of incorporation by which either eight,  nine or ten outstanding
shares would be combined into one share of our common stock,  and will authorize
the Board to select the final exchange ratio and file the appropriate version of
the amendment, as determined by the Board in the manner described herein, and to
abandon each version of the amendment  not selected by the Board.  The Board may
also elect not to implement any reverse split.

     If the  proposal  is  approved  by the  stockholders,  and  following  such
approval the Board  determines  that  effecting a reverse  stock split is in the
best interests of the Company and its stockholders, the reverse stock split will
become  effective  when  the  Company  files  the  selected  amendment  with the
Secretary of State of the State of Delaware.  The  amendment  will  identify the
exchange  ratio,  that is the number of shares  selected by the Board within the
limits set forth in this  proposal to be  combined  into one share of our common
stock.

     If the Board elects to effect a reverse stock split  following  stockholder
approval,  the number of issued and outstanding  shares of common stock would be
reduced in accordance with the exchange ratio determined by the Board within the
limits set forth in this proposal.  Except for adjustments  that may result from
the treatment of fractional  shares as described  below,  each  stockholder will
hold the same percentage of our outstanding  common stock immediately  following
the  reverse  stock  split as such  stockholder  held  immediately  prior to the
reverse stock split.

     As a result of the reverse stock split, the number of outstanding shares of
TIMET  common  stock will be reduced  from  approximately  [31,849,538]  million
shares to between approximately [3,184,954] to approximately [3,981,192] million
shares,  depending on which of the three  exchange  ratios the Board selects and
depending on the number of fractional shares.

     In  addition  to  effecting  the  reverse  stock  split,  each of the three
versions of the amendment,  if approved by stockholders  and filed by the Board,
would  decrease the number of shares of capital  stock the Company is authorized
to issue.  TIMET is currently  authorized to issue up to  100,000,000  shares of
capital  stock  (99,000,000  shares of  common  stock  and  1,000,000  shares of
preferred  stock),  each with a par value of $.01. The amendment  would decrease
the number of authorized shares to 10,000,000 shares (9,900,000 shares of common
stock and 100,000 shares of preferred stock).

5


     The par value of our capital stock (both common stock and preferred  stock)
would remain unchanged at $0.01 per share.

REASONS FOR THE REVERSE STOCK SPLIT AND REDUCTION IN AUTHORIZED SHARES

     The Board  believes that a reverse stock split may be desirable for several
reasons.  First,  the Board  believes  the reverse  stock split may increase our
stock's market price to a level that may raise broader  institutional and retail
interest in  purchasing  our stock.  Second,  the Board  believes that a reverse
stock split may allow us to avoid the risk of having our common  stock  delisted
from the NYSE.

     The Board  believes  that the  increased  market  price of our common stock
expected as a result of  implementing  a reverse  stock  split will  improve the
marketability of our common stock and will encourage interest and trading in our
common stock.  Given the trading  volatility often associated with  lower-priced
stocks, many brokerage houses,  institutional  investors and funds have internal
policies and practices that either  prohibit them from investing in lower-priced
stocks or tend to discourage  individual brokers from recommending  lower-priced
stocks to their  customers.  Some of those  policies and practices may cause the
processing of trades in lower-priced  stocks to be economically  unattractive to
brokers.  Additionally,  because  brokers'  commissions on  lower-priced  stocks
generally  represent a higher  percentage of the stock price than commissions on
higher-priced  stocks,  the current  average price per share of our common stock
can result in individual  stockholders  paying  transaction costs representing a
higher percentage of their total share value than would be the case if the share
price were substantially higher.

     Our common stock is traded on the NYSE under the symbol "TIE." In order for
our common stock to continue to be traded on the NYSE,  we must satisfy  certain
continued listing standards established by the NYSE. One standard is that if the
closing  sales  price of our  common  stock  is under  $1.00  per  share  for 30
consecutive  trading days,  the NYSE may delist our common stock from trading on
the NYSE.  If our  common  stock were to be  delisted  from the NYSE and did not
qualify for trading on the Nasdaq  National Market or the Nasdaq SmallCap Market
(which have comparable minimum share price requirements), our common stock would
trade  on the OTC  Bulletin  Board or in the  "pink  sheets"  maintained  by the
National  Quotation  Bureau,   Inc.  Such  alternative   markets  are  generally
considered to be less efficient than, and not as broad as, the NYSE.

     While TIMET common  stock has not traded below the $1.00 per share  minimum
for 30  consecutive  trading  days at any  point,  it has  from  time to time in
October  and early  November  2002  traded  below  $1.00  per share for  several
consecutive  days each time. The Board expects that a reverse stock split of our
common  stock  will  increase  the market  price of our common  stock so that we
should be able to maintain  compliance  with the NYSE's minimum price  standard.
However,  there can be no assurance that the total market  capitalization of our
common stock after the reverse  stock split will be equal to or greater than the
total market capitalization of our common stock before the reverse stock split.

     The effect of a reverse  split upon the  market  price of our common  stock
cannot be predicted with any  certainty,  and the history of similar stock split
combinations for companies in like  circumstances is varied. It is possible that
the per share price of our common stock after the reverse split will not rise in
proportion  to the  reduction  in the  number  of  shares  of our  common  stock
outstanding  as a  result  of the  reverse  stock  split,  and  there  can be no
assurance  that after the reverse split the market price per share will be above
the $1.00 NYSE minimum price per share standard for a sustained  period of time.
The market  price of our common stock is also based on other  factors  which are
unrelated to the number of shares outstanding, including our future performance.
Nevertheless,  the Board believes that the proposed  reverse stock split, on the
terms  described,  will result in the market price of our common stock rising to
the level  necessary  to  satisfy  the  NYSE's  $1.00 per  share  minimum  price
requirement.

     In addition,  although we believe we are currently in  compliance  with the
other NYSE listing  criteria,  there can be no assurance that we will be able to
satisfy other NYSE continued listing requirements,  even if the market price per
share of our common  stock  remains  in excess of $1.00  following  the  reverse
split.

     After the proposed  reverse split, the number of shares of our common stock
outstanding will be reduced,  which could make it more difficult to trade shares
of our common stock. The Board is hopeful,  however, that the anticipated higher
market  price  will  reduce,  to  some  extent,  the  negative  effects  on  the
marketability of our common

                                                                               6


stock inherent in some of the policies and practices of institutional investors,
funds and brokerage houses described above.

     The  reduction  in the  number of shares of  capital  stock the  Company is
authorized to issue should reduce the amount paid by TIMET in franchise taxes in
Delaware and possibly other states as well.

BOARD  DISCRETION  TO  IMPLEMENT  THE  REVERSE  STOCK  SPLIT  AND  REDUCTION  IN
AUTHORIZED SHARES

     If the reverse  stock split is  approved  by our  stockholders,  it will be
effected only upon a determination by the Board that a reverse stock split (with
an exchange  ratio  determined  by the Board as described  above) is in the best
interests of the Company and its stockholders.  Such determination will be based
upon a number of factors,  including satisfying the listing requirements for the
NYSE,  existing and expected investor  interest in our common stock,  prevailing
market  conditions  and the likely effect of a reverse split on the market price
of our common stock. However, even if the stockholders approve the reverse stock
split the Board may, in its sole discretion, determine not to effect the reverse
stock split and not to amend our certificate of incorporation accordingly, as it
is permitted to do under Section 242(c) of the Delaware General Corporation Law.
If the Board does not implement an approved reverse stock split prior to the one
year anniversary of this special meeting of  stockholders,  the Board has agreed
to seek stockholder  approval before  implementing any reverse stock split after
that time.

     The proposed reduction in the number of shares of capital stock the Company
is  authorized  to issue  will occur only in  conjunction  with a reverse  stock
split.  If the  stockholders  do not approve  the reverse  stock split or if the
Board  determines  not to effect a reverse  stock  split in its  discretion,  as
described  above,  then the  number of shares of  capital  stock the  Company is
authorized  to issue will not be reduced and our  certificate  of  incorporation
will not be amended.

EFFECTS OF THE REVERSE STOCK SPLIT AND REDUCTION IN AUTHORIZED SHARES

     If the reverse stock split is approved by our  stockholders and implemented
by the Board, each stockholder will own a reduced number of shares of our common
stock.  However,  the  proposed  reverse  stock  split  will  affect  all of our
stockholders  uniformly  and  will  not  affect  any  stockholder's   percentage
ownership  interests  in the  Company,  except to the  limited  extent  that the
reverse  split would result in any of TIMET's  stockholders  owning a fractional
share as described below.  Proportionate voting rights, if any, and other rights
and  preferences  of the holders of our common stock will not be affected by the
proposed  reverse  stock split (other than as a result of the payment of cash to
stockholders  instead of issuing fractional shares). For example, a holder of 2%
of the voting power of the outstanding  shares of common stock immediately prior
to reverse  stock  split would  continue  to hold 2% of the voting  power of the
outstanding  shares of common stock  immediately  after the reverse  stock split
(again,  subject to the treatment of resulting fractional share interests).  The
number of  stockholders  of record will not be affected by the proposed  reverse
stock split  (except in the event that any  stockholder  holds only a fractional
share  interest and receives cash for such interest  after the proposed  reverse
stock split).

     The proposed reverse stock split will reduce the number of shares of common
stock available for issuance under TIMET's 1996 Long Term Performance  Incentive
Plan,  referred to as the TIMET  Stock  Incentive  Plan,  in  proportion  to the
exchange  ratio  selected  by the  Board  within  the  limits  set forth in this
proposal.  Under the terms of this plan,  the proposed  reverse stock split will
cause a reduction in the number of shares of common stock issuable upon exercise
of the outstanding  stock options and restricted stock awards  previously issued
or made under this plan in proportion to the exchange ratio of the reverse stock
split. The Management  Development & Compensation  Committee of the Board, which
has the authority  under the TIMET Stock  Incentive Plan to make other equitable
adjustments to outstanding  options and restricted stock awards under such plan,
has determined that the exercise price under each outstanding  stock option will
be increased in the same proportion as the exchange ratio ultimately selected by
the  Board  for any  reverse  stock  split.  The  Company  will pay cash for any
fractional  shares that would  otherwise  be issuable  under any stock option or
restricted  stock award based upon the market  value of TIMET's  common stock on
the date of option  exercise or lapse of restrictions  under a restricted  stock
award.  Under  the  Company's  1996  Non-Employee  Director  Compensation  Plan,
referred  to as the TIMET  Director  Compensation  Plan,  the  directors  of the
Company who do not  participate in the plan have  discretion to determine if and
how to adjust the terms of such plan and the terms of stock  options  previously
issued under that plan following a reverse stock split. The sole "disinterested"
director  has  determined  that the  number of shares of  TIMET's  common  stock
issuable  upon the  exercise of any stock  options  previously  issued under the
TIMET Director  Compensation  Plan will

7


be reduced in proportion to the exchange  ratio of the reverse stock split,  and
the  exercise  price  of such  outstanding  options  will  increase  by the same
proportion.

     By way of example,  if an  employee or director  holds an option to acquire
1,000  shares of common  stock at an exercise  price of $10.00 per share  (under
either the TIMET Stock Incentive Plan or the TIMET Director  Compensation Plan),
assuming the Board  ultimately  determines to effect a reverse stock split at an
exchange ratio of ten-for-one,  such option would thereafter represent the right
to acquire 100 shares of  post-split  common stock at an exercise  price of $100
per share.  Similarly,  if a holder of a restricted  stock award under the TIMET
Stock Incentive Plan were scheduled to receive 1,000 shares of common stock upon
the lapsing of restrictions in each of 2003, 2004, and 2005,  assuming the Board
ultimately  determined to effect a nine-for-one reverse stock split, such holder
would then become entitled to receive 111 shares of post-split common stock when
restrictions lapse in each of 2003, 2004 and 2005,  together with a cash payment
in an amount  equal to the  then-current  market  value of 0.11 of a  post-split
share each such year.

     The TIMET Capital  Trust I, referred to as the TIMET Trust,  is a statutory
business trust formed under the laws of the State of Delaware that is 100% owned
by TIMET.  The TIMET  Trust  exists  for the sole  purpose  of  issuing  certain
convertible  preferred  securities,  referred  to as the  convertible  preferred
securities,  and investing in an equivalent amount of 6-5/8%  Convertible Junior
Subordinated  Debentures  due 2026 issued by TIMET.  The  convertible  preferred
securities  are  convertible,  at the  holders'  option,  into an  aggregate  of
approximately  5.4 million shares of TIMET common stock at a conversion  rate of
1.339 shares of our common stock for each convertible  preferred  security.  The
aggregate number of shares of common stock into which the convertible  preferred
securities are convertible and the conversion rate will be reduced in proportion
to the exchange  ratio  selected by the Board within the limits of the proposal.
The  conversion  rate of the  convertible  preferred  securities  following  the
reverse stock split would be between approximately 0.167 and 0.134 shares of our
common stock for each convertible preferred security.

     If the proposed  reverse stock split is  implemented,  it will increase the
number of stockholders of the Company who own less than 100 shares of our common
stock,  commonly  called "odd  lots."  Brokerage  commission  and other costs of
transactions  in odd lots are  generally  higher than the costs of  transactions
involving more than 100 shares of common stock.

     Our  common  stock  is  currently  registered  under  Section  12(b) of the
Securities Exchange Act of 1934, as amended,  and we are subject to the periodic
reporting and other requirements of the Exchange Act. The proposed reverse stock
split will not affect the  registration  of the common  stock under the Exchange
Act. If the proposed  reverse stock split is implemented,  our common stock will
continue to be traded on the NYSE under the symbol  "TIE,"  provided  that TIMET
satisfies the continued listing standards of the NYSE.

     Assuming  a reverse  stock  split is  effected,  the  amendment  to TIMET's
certificate  of  incorporation  will also reduce the number of shares of capital
stock that the  Company is  authorized  to issue in the  future.  The  reduction
should result in approximately 4.8 to 5.8 million unissued and unreserved shares
being available for future issuance. TIMET currently believes that the number of
shares  available for future  issuance  following any reduction will be adequate
for its  foreseeable  future needs.  However,  it is possible that the reduction
could leave TIMET without an adequate  number of authorized but unissued  shares
in the future to address  the need for  shares to, for  example,  effect a stock
split or dividend, conclude a financing or acquisition transaction,  implement a
stock-based  stock  option or other  incentive  compensation  program,  or issue
additional convertible  securities.  Any future increase in the number of shares
TIMET is authorized to issue would require stockholder approval.

     The  proposed  reverse  stock  split  will not  affect the par value of our
common stock. As a result, on the effective date of the reverse stock split, the
stated  capital on our balance  sheet  attributable  to the common stock will be
reduced in proportion to the exchange  ratio selected by the Board in the manner
described  above,  and the additional  paid-in  capital account will be credited
with the amount by which the stated capital is reduced. The per share net income
or loss and net book value of our common stock will be increased  because  there
will be fewer shares of our common stock outstanding after the reverse split.

                                                                               8



EFFECTIVE DATE

     The proposed  reverse  stock split and  reduction in  authorized  shares of
capital stock would become effective as of 5:00 p.m.,  Eastern time, on the date
of filing of a certificate of amendment to our certificate of incorporation with
the  office  of the  Secretary  of State of the  State of  Delaware.  Except  as
explained below with respect to fractional shares, on the effective date, shares
of common stock issued and outstanding  immediately  prior to the  effectiveness
will be combined and converted, automatically and without any action on the part
of the  stockholders,  into new shares of common  stock in  accordance  with the
reverse stock split ratio determined by the Board within the limits set forth in
this proposal. The Company will make a public announcement if and when the Board
subsequently  determines to effect a reverse stock split and the effective  date
of any such split.

PAYMENT FOR FRACTIONAL SHARES

     No  fractional  shares  of common  stock  will be issued as a result of the
proposed  reverse stock split.  Instead,  stockholders  who  otherwise  would be
entitled to receive fractional shares will, upon surrender to the exchange agent
of certificates  representing  their fractional  shares,  be entitled to receive
cash  in an  amount  equal  to the  product  obtained  by  multiplying  (i)  the
proportionate  average of the closing  sales  prices of our common stock for ten
full trading days prior to the effective  date of the amendment to the Company's
certificate  of  incorporation  as  reported  on the NYSE by (ii) the  number of
shares of our common  stock held by such  stockholder  before the reverse  stock
split  that  would  otherwise  have been  exchanged  for such  fractional  share
interest.

EXCHANGE OF STOCK CERTIFICATES

     As soon as practicable after the effective date of the reverse stock split,
stockholders  will be  individually  notified  that the  reverse  split has been
effected.  Our  transfer  agent  will act as  exchange  agent  for  purposes  of
implementing the exchange of stock certificates.  We refer to such person as the
"exchange agent." Holders of pre-reverse split shares will be asked to surrender
to the exchange  agent all stock  certificates  representing  pre-reverse  split
shares in exchange for certificates  representing  post-reverse  split shares in
accordance  with the procedures to be set forth in a letter of transmittal to be
sent by us.  No new  certificates  will be issued to a  stockholder  until  that
stockholder has surrendered his or her outstanding  certificate(s) together with
the properly completed and executed letter of transmittal to the exchange agent.
Stockholders  should not destroy any stock certificate and should not submit any
certificates  until  requested  to do so.  For  stockholders  who do not  have a
physical  stock  certificate  and whose shares are  represented by an electronic
"book entry," the appropriate  modification to the book entry will automatically
be made to effect the reverse stock split.

ACCOUNTING CONSEQUENCES

     The par value per share of our common stock would remain unchanged at $0.01
per share after the reverse stock split.  As a result,  on the effective date of
the reverse split,  the stated capital on our balance sheet  attributable to the
common stock will be reduced  proportionally  from its present amount,  based on
the  exchange  ratio of the reverse  stock  split,  and the  additional  paid-in
capital  account will be credited with the amount by which the stated capital is
reduced.  The per share  common stock net income or loss and net book value will
be increased  because there will be fewer shares of our common stock outstanding
following the reverse split. Cash paid for fractional shares to holders of TIMET
stock  options upon any exercise of such stock  options would be recognized as a
compensation charge at the time of exercise. We do not anticipate that any other
material  accounting  consequences would arise as a result of either the reverse
stock  split or the  reduction  in the  number of shares  of  capital  stock the
Company is authorized to issue.

NO DISSENTER'S RIGHTS

     Under the  Delaware  General  Corporation  Law,  our  stockholders  are not
entitled  to  dissenter's  rights  with  respect  to the  proposal  to amend our
certificate of  incorporation  to effect the reverse split and reduce the number
of shares of capital  stock the  Company  is  authorized  to issue.  We will not
independently provide our stockholders with any such right.

9



MATERIAL  FEDERAL  INCOME  TAX  CONSEQUENCES  OF THE  REVERSE  STOCK  SPLIT  AND
REDUCTION IN AUTHORIZED SHARES

     The  following is a summary of important  U.S.  tax  considerations  of the
proposed  reverse  stock split.  It  addresses  only  stockholders  who hold the
pre-reverse split shares and post-reverse  split shares as capital assets.  This
summary is not  complete  and does not address  stockholders  who are subject to
special  rules,  such  as  financial  institutions,   tax-exempt  organizations,
insurance companies, dealers in securities,  mutual funds, foreign stockholders,
stockholders who hold the pre-reverse split shares as part of a straddle, hedge,
or conversion transaction, stockholders who hold the pre-reverse split shares as
qualified  small  business  stock  within the  meaning  of  Section  1202 of the
Internal Revenue Code of 1986, as amended referred to as the Code,  stockholders
who are subject to the  alternative  minimum  tax  provisions  of the Code,  and
stockholders  who  acquired  their  pre-reverse  split  shares  pursuant  to the
exercise of employee stock options or otherwise as compensation. This summary is
based upon current U.S. law, which may change,  possibly even retroactively.  It
does not address tax considerations under state, local, foreign, and other laws.
Furthermore,  we have not obtained a ruling from the Internal Revenue Service or
an opinion of legal or tax  counsel  with  respect  to the  consequences  of the
reverse  stock  split.  Each  stockholder  is advised to consult  his or her tax
advisor as to his or her own situation.

     The reverse stock split is intended to constitute a  reorganization  within
the meaning of Section 368 of the Code.  Assuming the reverse split qualifies as
a reorganization, a stockholder generally will not recognize gain or loss on the
reverse stock split, except to the extent of cash, if any, received instead of a
fractional  share interest in the post-reverse  split shares.  The aggregate tax
basis of the  post-reverse  split shares received will be equal to the aggregate
tax basis of the  pre-reverse  split shares  exchanged  therefor  (excluding any
portion of the holder's basis allocated to fractional  shares),  and the holding
period of the post-reverse split shares received will include the holding period
of the pre-reverse split shares exchanged.

     A holder of the  pre-reverse  split shares who  receives  cash instead of a
fractional  share  interest will  generally  recognize gain or loss equal to the
difference  between the portion of the tax basis of the pre-reverse split shares
allocated to the fractional  share interest and the cash received.  Such gain or
loss will be a capital  gain or loss and will be short  term if the  pre-reverse
split  shares were held for one year or less and long term if held more than one
year.

     There will be no tax  consequences  to a stockholder in connection with any
reduction in the number of shares of capital  stock the Company is authorized to
issue.

     No gain or loss  will be  recognized  by the  Company  as a  result  of the
reverse  stock split or the  reduction in the number of shares of capital  stock
the Company is authorized to issue.


                        THE BOARD OF DIRECTORS RECOMMENDS
                    A VOTE IN FAVOR OF THE FOREGOING PROPOSAL

                                                                              10


                              SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

OWNERSHIP OF TIMET COMMON STOCK

     The following table presents certain information regarding the ownership of
our common stock as of the record date by:

          o    all those known by us to be  beneficial  owners of more than five
               percent of our common stock;

          o    each director;

          o    our  chief   executive   officer   and  four  other  most  highly
               compensated executive officers at December 31, 2001; and

          o    all of our directors and executive officers as a group.

     Beneficial  ownership is determined in accordance with the rules of the SEC
and  generally  includes  having  voting or  investment  power  with  respect to
securities. With respect to each individual,  beneficial ownership also includes
shares of common stock that are subject to options held by that  individual  and
exercisable within 60 days of the record date, and other securities  convertible
into shares of common  stock  within 60 days of the record  date.  These  shares
underlying stock options and convertible  securities are not deemed  outstanding
for purposes of computing the percentage  ownership of any person other than the
individual  holder of the option or  convertible  security and for all directors
and executive officers as a group.  Percentage of beneficial  ownership is based
on  [31,849,538]  shares of our common stock  outstanding as of the record date.
All information  has been taken from or is based upon ownership  filings made by
such  persons  with the SEC or upon  information  provided by such person to the
Company.





                                                                          TIMET Common Stock
                                                                  -----------------------------------
                                                                  Amount and Nature
                                                                          of
                                                                      Beneficial         Percent of
                                                                    Ownership (1)         Class (2)
                                                                  -------------------    ------------


Name of  Beneficial Owner
--------------------------

                                                                                       
Greater than 5% Stockholders
    Tremont Corporation (3)(4)                                        12,280,005            [38.6%]
    Combined Master Retirement Trust (3)                               2,865,200             [9.0%]
    Dimensional Fund Advisors Inc. (5)                                 2,718,800             [8.5%]
      ICM Asset Management, Inc. and James M. Simmons (6)              1,825,413             [5.7%]


11





                                                                                        
Directors
    Norman M. Green                                                        1,000                ---
    J. Landis Martin (3)(7)                                            1,435,407             [4.5%]
    Dr. Albert W. Niemi, Jr. (8)                                           7,000                ---
    Glenn R. Simmons (9)                                                  13,000                ---
    Gen. Thomas P. Stafford (3)(10)                                       11,100                ---
    Steven L. Watson (3) (11)                                             20,500                ---

Other Executive Officers
    Dr. Charles H. Entrekin, Jr. (12)                                     68,200                ---
    Christian Leonhard (13)                                               63,000                ---
    Robert E. Musgraves (14)                                             103,150                ---
    Mark A. Wallace (15)                                                  86,500                ---

All Directors and Executive Officers of the Company as a group
(10 persons) (3)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)                  1,808,857             [5.7%]


(1)  All beneficial ownership is sole and direct unless otherwise noted.

(2)  No percent of class is shown for holdings of less than 1%.

(3)  Tremont and the CMRT  directly  beneficially  own  approximately  38.6% and
     9.0%, respectively, of the outstanding shares of TIMET common stock. Valhi,
     Inc., or Valhi, established the CMRT to permit the collective investment by
     master  trusts that maintain the assets of certain  employee  benefit plans
     adopted  by Valhi and  related  companies.  Harold C.  Simmons  is the sole
     trustee of the CMRT and a member of the trust  investment  committee of the
     CMRT.  Valhi's  board of  directors  selects the trustee and members of the
     trust  investment  committee  for the  CMRT.  Harold C.  Simmons,  Glenn R.
     Simmons and Steven L. Watson are each members of Valhi's board of directors
     and are  participants  in one or more of the  employee  benefit  plans that
     invest through the CMRT.  However,  each such person  disclaims  beneficial
     ownership of the shares of TIMET  common stock held by the CMRT,  except to
     the extent of his individual,  vested beneficial  interest,  if any, in the
     assets held by the CMRT.

     Tremont Group, Inc., or TGI, NL Industries,  Inc., or NL, and Valhi are the
     direct holders of approximately 80.0%, 0.1% and 0.1%, respectively,  of the
     outstanding shares of common stock of Tremont.  Valhi and NL are the direct
     holders of 80.0% and 20.0%,  respectively,  of the outstanding common stock
     of TGI.

     Tremont and Valhi have  entered into a merger  agreement  pursuant to which
     Tremont would merge into a wholly owned  subsidiary of Valhi.  As a result,
     Tremont would become a wholly owned subsidiary of Valhi and stockholders of
     Tremont,  other than Valhi and TGI,  would  receive  shares of Valhi common
     stock  (and cash in lieu of  fractional  shares).  The merger is subject to
     stockholder approval and certain other conditions.

     Valhi and TGI have  entered into a merger  agreement  pursuant to which TGI
     would merge into a wholly owned subsidiary of Valhi. As a result, TGI would
     become a wholly owned  subsidiary of Valhi and NL would  receive  shares of
     Valhi common stock.

     Valhi and Tremont are the direct holders of approximately  63.2% and 21.4%,
     respectively, of the outstanding shares of common stock of NL. Valhi Group,
     Inc.,  or  VGI,  National  City  Lines,  Inc.,  or  National,  and  Contran
     Corporation,  or Contran, are the holders of approximately 80.6%, 9.5%, and
     2.1%,  respectively,  of the  outstanding  shares of common stock of Valhi.
     National,  NOA, Inc., or NOA, and Dixie Holding Company,  or Dixie Holding,
     are  the  direct  holders  of   approximately   73.3%,   11.4%  and  15.3%,
     respectively,  of the outstanding  common stock of VGI. Contran and NOA are
     the direct holders of approximately 85.7% and 14.3%,  respectively,  of the
     outstanding common stock of National.  Contran and Southwest Louisiana Land
     Company, Inc., or Southwest,  are the direct holders of approximately 49.9%
     and 50.1%, respectively, of the outstanding common stock of NOA. Dixie Rice
     Agricultural Corporation, Inc.,

                                                                              12


     or Dixie Rice, is the direct holder of 100% of the outstanding common stock
     of Dixie Holding.  Contran is the holder of 100% of the outstanding  common
     stock of Dixie Rice and approximately 88.9% of the outstanding common stock
     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  referred  to as the  Simmons  Trusts,  of which Mr.
     Simmons is the sole  trustee.  As sole trustee of the Simmons  Trusts,  Mr.
     Simmons has the power to vote and direct the  disposition  of the shares of
     Contran stock held by the Simmons Trusts. Mr. Simmons,  however,  disclaims
     beneficial ownership of any Contran shares held by the Simmons Trusts.

     Harold  C.  Simmons  is  Chairman  of the  Board of TGI,  NL,  Valhi,  VGI,
     National,  NOA, Dixie  Holding,  Dixie Rice,  Southwest and Contran,  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,  Mr. Simmons may be deemed to
     control the entities  described  above, and Mr. Simmons and certain of such
     entities  may be deemed to possess  indirect  beneficial  ownership  of the
     shares of  Tremont,  Valhi,  NL and TIMET  common  stock held  directly  by
     certain of such other entities. Mr. Simmons, however,  disclaims beneficial
     ownership of such shares beneficially owned, directly or indirectly, by any
     of such entities,  except to the extent  otherwise  expressly  indicated in
     this note.

     Glenn R.  Simmons  and Steven L.  Watson  are  directors  of NL,  Valhi and
     Contran,  J. Landis  Martin is a director of NL and all of such persons are
     directors of TGI and Tremont.  Gen.  Thomas P. Stafford is a director of NL
     and Tremont.  Each of such persons  disclaims  beneficial  ownership of the
     shares of Tremont  common stock that TGI, NL, Valhi or Contran  directly or
     indirectly  beneficially holds and the shares of TIMET common stock held by
     Tremont.

     The Harold  Simmons  Foundation,  Inc., or the  Foundation,  directly holds
     approximately  1.4% of the outstanding shares of common stock of Valhi. The
     Foundation is a tax-exempt  foundation  organized for charitable  purposes.
     Harold C.  Simmons is  Chairman of the Board of the  Foundation  and may be
     deemed  to  control  the  Foundation.   Mr.  Simmons,  however,   disclaims
     beneficial  ownership  of any  shares  of Valhi  common  stock  held by the
     Foundation.

     The CMRT also directly holds  approximately  0.1% of the outstanding shares
     of the common  stock of Valhi.  Harold C.  Simmons,  Glenn R.  Simmons  and
     Steven L. Watson each disclaim beneficial  ownership of the shares of Valhi
     common  stock  held by the CMRT,  except to the  extent of his  individual,
     vested beneficial interest, if any, in the assets held by the CMRT.

     The Contran Deferred  Compensation Trust No. 2, or the CDCT No. 2, directly
     holds  approximately  0.4% of the  outstanding  shares of  common  stock of
     Valhi. 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  must  satisfy  the  balance  of  such
     obligations  as they  come  due.  Pursuant  to the terms of the CDCT No. 2,
     Contran  retains the power to vote the shares of Valhi common stock held by
     the CDCT No. 2,  retains  dispositive  power  over such  shares  and may be
     deemed the indirect beneficial owner of such shares. Mr. Simmons,  however,
     disclaims beneficial ownership of the shares owned, directly or indirectly,
     by the CDCT No. 2, except to the extent of his interest as a beneficiary of
     the CDCT No. 2.

     Valmont Insurance Company, or Valmont,  and a subsidiary of NL directly own
     1,000,000  shares and 1,186,200  shares,  respectively,  of the outstanding
     shares  of  common  stock  of  Valhi.  Valhi  directly  holds  100%  of the
     outstanding common stock of Valmont. Pursuant to Delaware law, Valhi treats
     the shares of common stock of Valhi owned by Valmont and the  subsidiary of
     NL as  treasury  stock  for  voting  purposes.  For  the  purposes  of this
     footnote, such shares are not deemed outstanding.

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

13


     The business  address of TGI,  Valhi,  VGI,  National,  NOA, Dixie Holding,
     Contran,  the CMRT and the  Foundation  is Three Lincoln  Centre,  5430 LBJ
     Freeway,  Suite 1700,  Dallas,  Texas  75240-2697.  The business address of
     Dixie Rice is 600 Pasquiere Street, Gueydan,  Louisiana 70542. The business
     address of Southwest  is 402 Canal  Street,  Houma,  Louisiana  70360.  The
     business  address of TRE Holdings is 16825  Northchase  Drive,  Suite 1200,
     Houston, Texas 77060.

(4)  The address of Tremont  Corporation is 1999 Broadway,  Suite 4300,  Denver,
     Colorado 80202.

(5)  As reported in Amendment  No. 2 to Statement on Schedule 13G filed with the
     Commission dated January 30, 2002. The address of Dimensional Fund Advisors
     Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.

(6)  As reported in Amendment  No. 4 to Statement on Schedule 13G filed with the
     Commission  dated  February 5, 2002.  The address of ICM Asset  Management,
     Inc.  and James M.  Simmons  is W. 601 Main  Avenue,  Suite  600,  Spokane,
     Washington 99201. Mr. James M. Simmons is not related to Harold C. or Glenn
     R. Simmons.

(7)  The shares of TIMET common stock shown as  beneficially  owned by J. Landis
     Martin  include (i) 340,600 shares that Mr. Martin has the right to acquire
     by the  exercise of stock  options  within 60 days of the record date under
     the TIMET Stock  Incentive  Plan and (ii) 400 shares  held by Mr.  Martin's
     daughters,  beneficial  ownership of which is disclaimed by Mr. Martin. Mr.
     Martin is also the holder of 13,000 shares (10,000 shares held  indirectly)
     of  the  convertible  preferred  securities.   Such  convertible  preferred
     securities are convertible into 17,407 shares of TIMET common stock,  which
     amount is included in the TIMET common stock ownership number shown for Mr.
     Martin.  No other  director or executive  officer of TIMET is known to hold
     any convertible preferred securities.

(8)  The shares of TIMET common stock shown as  beneficially  owned by Albert W.
     Niemi Jr.  include  5,000 shares that Dr. Niemi has the right to acquire by
     the exercise of stock  options  within 60 days of the record date under the
     TIMET Director Compensation Plan.

(9)  The shares of TIMET  common stock shown as  beneficially  owned by Glenn R.
     Simmons  include 5,000 shares that Mr.  Simmons has the right to acquire by
     the exercise of stock  options  within 60 days of the record date under the
     TIMET Director Compensation Plan.

(10) The shares of TIMET common stock shown as  beneficially  owned by Thomas P.
     Stafford  include 6,500 shares that Gen.  Stafford has the right to acquire
     by the  exercise of stock  options  within 60 days of the record date under
     the TIMET Director Compensation Plan.

(11) The shares of TIMET common stock shown as  beneficially  owned by Steven L.
     Watson  include  10,000  shares that Mr. Watson has the right to acquire by
     the exercise of stock  options  within 60 days of the record date under the
     TIMET Director Compensation Plan.

(12) The shares of TIMET common stock shown as beneficially  owned by Charles H.
     Entrekin,  Jr. include (i) 28,000 shares that Dr. Entrekin has the right to
     acquire by the exercise of stock options  within 60 days of the record date
     under the TIMET Stock Incentive Plan and (ii) 24,000 shares of TIMET common
     stock that represent  restricted  shares under the terms of the TIMET Stock
     Incentive  Plan with respect to which shares Dr.  Entrekin has the power to
     vote and receive dividends.

(13) The shares of TIMET common stock shown as  beneficially  owned by Christian
     Leonhard  include  (i) 17,800  shares  that Mr.  Leonhard  has the right to
     acquire by the exercise of stock options  within 60 days of the record date
     under the TIMET Stock Incentive Plan and (ii) 24,000 shares of TIMET common
     stock that represent  restricted  shares under the terms of the TIMET Stock
     Incentive  Plan with respect to which shares Mr.  Leonhard has the power to
     vote and receive dividends.

                                                                              14


(14) The shares of TIMET common stock shown as  beneficially  owned by Robert E.
     Musgraves  include (i) 52,800  shares that Mr.  Musgraves  has the right to
     acquire by the exercise of stock options  within 60 days of the record date
     under the TIMET Stock  Incentive  Plan,  (ii) 200 shares held by members of
     Mr. Musgraves'  household,  beneficial  ownership of which is disclaimed by
     Mr.  Musgraves and (iii) 24,000 shares of TIMET common stock that represent
     restricted  shares under the terms of the TIMET Stock  Incentive  Plan with
     respect to which  shares Mr.  Musgraves  has the power to vote and  receive
     dividends.  Of the shares of TIMET common stock shown as beneficially owned
     by Mr. Musgraves, 14,400 shares are pledged to TIMET to secure repayment of
     loans from TIMET made in 1998 and 2001 used to purchase  such shares or pay
     taxes with  respect to  restricted  shares on which the  restrictions  have
     lapsed.

(15) The shares of TIMET  common  stock shown as  beneficially  owned by Mark A.
     Wallace include (i) 48,000 shares that Mr. Wallace has the right to acquire
     by the  exercise of stock  options  within 60 days of the record date under
     the TIMET Stock Incentive Plan and (ii) 24,000 shares of TIMET common stock
     that  represent  restricted  shares  under  the  terms of the  TIMET  Stock
     Incentive  Plan with respect to which  shares Mr.  Wallace has the power to
     vote and receive dividends.

(16) The  shares  of TIMET  common  stock  shown as  beneficially  owned by "All
     Directors and Executive Officers of the Company as a group" include 513,700
     shares that members of this group have the right to acquire by the exercise
     of stock  options  within 60 days of the record  date under the TIMET Stock
     Incentive Plan or the TIMET Director  Compensation Plan, 17,407 shares that
     members  of this  group  have the right to  acquire  by the  conversion  of
     convertible  preferred  securities  and 96,000 shares of TIMET common stock
     that are restricted  shares with respect to which members of the group have
     the power to vote and receive dividends.

     TIMET understands that Tremont and related entities may consider  acquiring
or disposing of shares of TIMET common stock  through  open-market  or privately
negotiated transactions, depending upon future developments,  including, but not
limited to, the  availability  and alternative uses of funds, the performance of
TIMET common stock in the market, an assessment of the business of and prospects
for TIMET,  financial and stock market  conditions and other factors.  TIMET may
similarly  consider  such  acquisitions  of  shares  of TIMET  common  stock and
acquisition or disposition of securities  issued by related parties.  TIMET does
not, and understands  that Tremont also does not,  presently intend to engage in
any transaction or series of transactions  that would result in the TIMET common
stock's becoming eligible for termination of registration under the Exchange Act
or ceasing to be traded on a national securities exchange.

OWNERSHIP OF TREMONT AND VALHI COMMON STOCK

     By virtue of the TIMET share ownership described above, for purposes of the
SEC's  regulations,  Tremont  and Valhi  may each be deemed to be the  parent of
TIMET.  The  following  table and  accompanying  notes set forth the  beneficial
ownership,  as of the record date, of Tremont  common stock ($1.00 par value per
share)  and Valhi  common  stock  ($.01 par  value per  share)  held by (i) each
director of TIMET,  (ii) each executive officer of TIMET and (iii) all directors
and executive officers of TIMET as a group.  Except as set forth below and under
the heading "Ownership of Convertible Preferred Securities" below, no securities
of TIMET's  subsidiaries or less than majority owned affiliates are beneficially
owned by any director or executive  officer of TIMET.  All  information has been
taken from or is based upon, ownership filings made by such persons with the SEC
or upon information provided by such persons to TIMET or Tremont.

     Beneficial  ownership is determined in accordance with the rules of the SEC
and generally  includes  voting or investment  power with respect to securities.
With respect to a given individual, beneficial ownership also includes shares of
common stock subject to options held by that  individual  exercisable  within 60
days of the record date and other  securities  convertible into shares of common
stock within 60 days of the record date.  These shares  underlying stock options
and convertible  securities are not deemed outstanding for purposes of computing
the  percentage  ownership  of any person other than the holder of the option or
convertible  security and of all directors  and  executive  officers as a group.
Percentage of beneficial  ownership is based on  [6,424,858]  and  [115,118,917]
shares of Tremont and Valhi common stock,  respectively,  outstanding  as of the
record date.

15




                   Ownership of Tremont and Valhi Common Stock

                                                    Tremont Common Stock               Valhi Common Stock
                                              --------------------------------- ---------------------------------
                                                  Amount and                        Amount and
                                                   Nature of                         Nature of
                                                  Beneficial       Percent of       Beneficial       Percent of
Name of  Beneficial Owner                        Ownership (1)      Class (2)      Ownership (1)      Class (2)
-------------------------
                                              -------------------- ------------ -------------------- ------------

                                                                                             
Directors
    Norman M. Green                                     -0-            ---                -0-            ---
    J. Landis Martin (3)                             20,788            ---                -0-            ---
    Dr. Albert W. Niemi, Jr.                            -0-            ---                -0-            ---
    Glenn R. Simmons (3)(4)                              19            ---          [151,183]            ---
    Gen. Thomas P. Stafford (3)                         -0-            ---                -0-            ---
    Steven L. Watson (3)(5)                           4,474            ---          [155,335]            ---

Other Executive Officers
    Dr. Charles H. Entrekin, Jr.                        -0-            ---                -0-            ---
    Christian Leonhard                                  -0-            ---                -0-            ---
    Robert E. Musgraves                                 -0-            ---                -0-            ---
    Mark A. Wallace                                     -0-            ---                -0-            ---

All Directors and Executive Officers of the
Company as a group (10 persons) (3)(4)(5)(6)         25,281            ---          [306,518]            ---


-------------

(1)  All beneficial ownership is sole and direct unless otherwise noted.

(2)  No percent of class is shown for holdings of less than 1%.

(3)  TGI, NL, and Valhi are the direct holders of approximately 80.0%, 0.1%, and
     0.1%, respectively,  of the outstanding shares of Tremont common stock. See
     note (3) to the table  appearing  under  the  heading  "Ownership  of TIMET
     Common Stock" above for  information  concerning  individuals  and entities
     that may be deemed to  indirectly  beneficially  own the  shares of Tremont
     common stock directly  beneficially owned by such entities.  Gen. Thomas P.
     Stafford,  Glenn R.  Simmons,  Harold C.  Simmons,  Steven L. Watson and J.
     Landis Martin disclaim beneficial ownership of all of the shares of Tremont
     common stock owned by such entities, except as otherwise noted in such note
     (3).

(4)  The shares of Valhi  common stock shown as  beneficially  owned by Glenn R.
     Simmons include  [148,000] shares that Mr. Simmons has the right to acquire
     by the  exercise of stock  options  within 60 days of the record date under
     stock option plans adopted by Valhi.  In addition,  such shares include 800
     shares held in a  retirement  account  for Mr.  Simmons'  wife,  beneficial
     ownership of which is disclaimed by Mr. Simmons.

(5)  The shares of Valhi common stock shown as  beneficially  owned by Steven L.
     Watson include [153,300] shares that Mr. Watson has the right to acquire by
     the exercise of stock options within 60 days of the record date under stock
     option plans adopted by Valhi.

(6)  The  shares  of Valhi  common  stock  shown as  beneficially  owned by "All
     Directors  and  Executive  Officers  of the  Company  as a  group"  include
     [301,300]  shares  that  members of this group have the right to acquire by
     the  exercise  of  stock  options  within  60  days of the  record  date as
     described in notes (4) and (5) above.

                                                                              16


OWNERSHIP OF CONVERTIBLE PREFERRED SECURITIES

     The TIMET Trust is a statutory  business trust formed under the laws of the
State of Delaware all of whose common  securities are owned by TIMET.  The TIMET
Trust  exists  for  the  sole  purpose  of  issuing  the  convertible  preferred
securities and investing in an equivalent  amount of 6-5/8%  Convertible  Junior
Subordinated  Debentures  due 2026  issued  by TIMET,  referred  to as the TIMET
debentures.  The  convertible  preferred  securities  are  convertible,  at  the
holders' option,  into an aggregate of approximately 5.4 million shares of TIMET
common stock at a conversion rate of 1.339 shares of TIMET common stock for each
convertible  preferred security.  The aggregate number of shares of common stock
into  which  the  convertible  preferred  securities  are  convertible  and  the
conversion  rate will be reduced in proportion to the exchange ratio selected by
the Board  within the limits of the  proposal.  TIMET has, in effect,  fully and
unconditionally  guaranteed  repayment  of all  amounts  due on the  convertible
preferred securities.

     The  convertible  preferred  securities were issued pursuant to an offering
exempt from registration under the Securities Act of 1933, as amended.  Pursuant
to an  agreement  with the  original  purchasers  of the  convertible  preferred
securities,  TIMET has  subsequently  registered under the Securities Act, among
other things, the convertible  preferred securities,  the TIMET debentures,  the
TIMET common stock  issuable upon the  conversion of the  convertible  preferred
securities,  and certain other shares of TIMET common stock that are held by, or
may be acquired by, Tremont.  Except as set forth in note (7) to the table under
the heading  "Ownership of TIMET Common  Stock" above,  no director or executive
officer of TIMET is known to hold any convertible preferred securities.

             STOCKHOLDER PROPOSALS FOR 2003 AND 2004 ANNUAL MEETINGS

     Stockholders  may submit  proposals on matters  appropriate for stockholder
action at TIMET's annual meeting of stockholders,  consistent with rules adopted
by the SEC.  Such  proposals  must have  been  received  by TIMET no later  than
December 12, 2002 for  consideration  for  inclusion in the proxy  statement and
form of  proxy  relating  to the  2003  Annual  Meeting  of  Stockholders.  Such
proposals  must be  received  by TIMET no later  than  November  29,  2003 to be
considered  for inclusion in the proxy  statement and form of proxy  relating to
the 2004 Annual Meeting of  Stockholders.  Any such proposal should be addressed
to: Corporate Secretary, Titanium Metals Corporation, 1999 Broadway, Suite 4300,
Denver, Colorado, 80202.

                                  OTHER MATTERS

     The Board of Directors knows of no other matters that will be presented for
consideration at the Special Meeting.  If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment (subject to
applicable limitations on such authority).

17


                                  HOUSEHOLDING

     The SEC has adopted rules that permit companies and intermediaries  such as
brokers to satisfy the delivery  requirements  for proxy statements with respect
to two or more security  holders sharing the same address by delivering a single
proxy  statement  addressed to those security  holders.  This process,  which is
commonly referred to as "householding,"  potentially means extra convenience for
stockholders and cost savings for companies.

     This  year,  a  number  of  brokers  with  account  holders  who are  TIMET
stockholders  will  be  "householding"  our  proxy  materials.  A  single  proxy
statement will be delivered to multiple  stockholders  sharing an address unless
contrary  instructions have been received from the affected  stockholders.  Once
you  have  received   notice  from  your  broker  or  us  that  either  will  be
"householding"  communications  to your  address,  "householding"  will continue
until you are notified  otherwise or until you revoke your  consent.  If, at any
time, you no longer wish to participate  in  "householding"  and would prefer to
receive a separate proxy statement,  or if you currently receive multiple copies
of the proxy statement at your address and would like to request  "householding"
of Company communications, please notify your broker if your shares are not held
directly in your name.  If you own your shares  directly  rather than  through a
brokerage  account,  you should  direct your  written  request to the  corporate
secretary,  Titanium  Metals  Corporation,  1999 Broadway,  Suite 4300,  Denver,
Colorado 80202 or contact the corporate  secretary by phone at 303-296-5600,  or
by fax at 303-291-2990.


                                                     TITANIUM METALS CORPORATION


Denver, Colorado
December ___, 2002

                                                                              18


                                   APPENDIX A

                CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                           TITANIUM METALS CORPORATION

     Titanium Metals Corporation (the  "Corporation"),  a corporation  organized
and existing under and by virtue of the General  Corporation Law of the State of
Delaware, does hereby certify:

     FIRST: The name of the Corporation is Titanium Metals Corporation.

     SECOND:  The  date on  which  the  Corporation's  original  Certificate  of
Incorporation  was filed with the  Delaware  Secretary  of State is December 13,
1955.

     THIRD: The Board of Directors of the Corporation, acting in accordance with
the  provision  of Sections  141 and 242 of the General  Corporation  Law of the
State of  Delaware  adopted  resolutions  to amend  Sections  4.1 and 4.3 of the
Amended and Restated  Certificate of Incorporation of the Corporation to read in
their entirety as follows:

          "4.1 Capital Stock.  The total number of shares which the  Corporation
          shall have authority to issue is 10,000,000 shares,  consisting of (a)
          100,000 shares of Preferred Stock,  with a par value of $.01 per share
          ("Preferred  Stock"); and (b) 9,900,000 shares of Common Stock, with a
          par value of $.01 per share ("Common Stock")."

          "4.3 Reverse Stock Split.  Effective as of 5:00 p.m., Eastern time, on
          the date this Amendment to Certificate of  Incorporation is filed with
          the  Secretary of State of  Delaware,  each [*] shares of Common Stock
          then  issued and  outstanding  shall,  automatically  and  without any
          action on the part of the respective holders thereof,  be combined and
          converted  into one (1) share of Common Stock.  No  fractional  shares
          will be issued and, in lieu thereof,  stockholders  otherwise entitled
          to receive a  fractional  share  will  instead  receive  cash for such
          stockholder's  fractional  share on a basis determined by the Board of
          Directors.

     FOURTH:  This Certificate of Amendment of Amended and Restated  Certificate
of  Incorporation  was submitted to the  stockholders of the Corporation and was
duly  approved  by the  required  vote of  stockholders  of the  Corporation  in
accordance with Sections 222 and 242 of the Delaware  General  Corporation  Law.
The total  number of  outstanding  shares  entitled  to vote or  consent to this
Amendment was [31,849,538] shares of Common Stock. A majority of the outstanding
shares of Common Stock,  voting  together as a single  class,  voted in favor of
this   Certificate   of  Amendment  of  Amended  and  Restated   Certificate  of
Incorporation.  The vote  required was a majority of the  outstanding  shares of
Common Stock, voting together as a single class.

     IN WITNESS WHEREOF, Titanium Metals Corporation has caused this Certificate
of Amendment to be signed by its  _______________ as of  _________________  ___,
200_.

                                                     TITANIUM METALS CORPORATION
                                                   By:  ________________________
                                                   Name:  ______________________
                                                   Title:  _____________________

* By approving this amendment, stockholders will be approving the combination of
any whole number of shares of TIMET common stock between and including eight (8)
and ten (10) into one (1) share of TIMET common stock as the exchange  ratio and
authorizing  the Board of  Directors  to  select  one of the  approved  exchange
ratios.  The  Certificate  of Amendment that will be filed with the Secretary of
State of the State of

19




Delaware  will  include  only that  exchange  ratio  determined  by the Board of
Directors to be in the best interests of the Corporation  and its  stockholders.
The  Board of  Directors  will  not  implement  any  amendment  providing  for a
different exchange ratio, and may elect to implement no amendment.

                                                                              20


                           TITANIUM METALS CORPORATION
                    PROXY SOLICITED BY THE BOARD OF DIRECTORS
                     FOR THE SPECIAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON FEBRUARY 4, 2003

     The undersigned  hereby  appoints  Robert E. Musgraves,  Joan H. Prusse and
Matt O'Leary and each of them, as attorneys and proxies of the undersigned, with
full  power  of  substitution,  to vote all of the  shares  of  common  stock of
Titanium  Metals  Corporation  (the  "Company")  which  the  undersigned  may be
entitled to vote at the  Special  Meeting of  Stockholders  of the Company to be
held at the offices of Valhi,  Inc.,  Three  Lincoln  Center,  5430 LBJ Freeway,
Suite 1700,  Dallas,  Texas 75240 on February 4, 2003 at 9:45 a.m. (local time),
and at any and all postponements,  continuations and adjournments  thereof, with
all powers that the undersigned would possess if personally present, upon and in
respect  of  the  following   matters  and  in  accordance  with  the  following
instructions,  with discretionary authority as to any and all other matters that
may properly come before the meeting.

         UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC
INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

                          (Please Sign on Reverse Side)

--------------------------------------------------------------------------------

                         Please date, sign and mail your
                      proxy card back as soon as possible.

                         Special Meeting of Stockholders
                           TITANIUM METALS CORPORATION

                                February 4, 2003

Mark, sign and date your proxy card and return it in the  postage-paid  envelope
we have  provided or return it to  EquiServe  P.O. Box 2500,  Jersey  City,  New
Jersey 07303-2500.


 MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.


     1.   To  approve  the  amendment  of the  Company's  Amended  and  Restated
          Certificate of Incorporation to to the following:

          a)   effect a  reverse  stock  split  of the  Company's  common  stock
               pursuant to which any whole number of outstanding  shares between
               and  including  eight and ten would be combined into one share of
               our  common  stock  and  to  authorize  the  Company's  Board  of
               Directors  to  select  the  final   exchange   ratio  within  the
               identified range, as determined by the T Board of Directors to be
               in the best interests of the Company and its stockholders ; d and

          (b)  reduce  the  number of shares of  capital  stock the  Company  is
               authorized to issue from 100,000,000 shares (99,000,000 shares of
               common stock and 1,000,000 shares of preferred stock),  par value
               $.01 per share, to 10,000,000  shares (9,900,000 shares of common
               stock and 100,000 shares of preferred stock),  par value $.01 per
               share.





                        [ ] FOR      [ ] AGAINST      [ ] ABSTAIN

 21



     2.   In their  discretion,  the  proxies are  authorized  to vote upon such
          other  business  as may  properly  come  before  the  meeting  and any
          adjournment or postponement thereof.


    Signature(s)                                       Dated
                 ------------------  ------------------      ------------------

                 ------------------  ------------------      ------------------



Please sign exactly as your name appears  hereon.  If the stock is registered in
the names of two or more persons, each should sign.  Executors,  administrators,
trustees,  guardians and attorneys-in-fact should add their titles. If signer is
a  corporation,  please  give  full  corporate  name and have a duly  authorized
officer  sign,  stating  title.  If  signer  is a  partnership,  please  sign in
partnership name by authorized person.



                                                                              22