SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13D

                    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)

                                 JOAN H. PRUSSE
                                  1999 BROADWAY
                                   SUITE 4300
                             DENVER, COLORADO 80202
                                 (303) 296-5647
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                September 1, 2004
                      (Date of Event which requires Filing
                               of this Statement)

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

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

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

                         (Continued on following pages)






CUSIP No.  888339 10 8

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

                      J. Landis Martin

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

             (a) [ ]
             (b) [ ]

3    SEC USE ONLY



4    SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      PF

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

                                                  846,817
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                 -0-
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                   846,817

                               10     SHARED DISPOSITIVE POWER

                                                   -0-

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      846,817

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

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

                      5.2%

14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      IN





                                  SCHEDULE 13D

Item 1.  Security and Issuer

     This  statement  on Schedule 13D (this  "Statement")  relates to the common
stock, $0.01 par value per share (the "Shares"), of Titanium Metals Corporation,
a Delaware  corporation  (the  "Company").  The  Company's  principal  executive
offices are located at 1999 Broadway, Suite 4300, Denver, Colorado 80202.

Item 2.  Identity and Background.

     (a) This Statement is filed by J. Landis Martin.

     (b)-(c) Mr. Martin is the Chairman,  President and Chief Executive  Officer
of the Company.  Mr.  Martin's  business  address is 1999 Broadway,  Suite 4300,
Denver, Colorado 80202.

     (d)-(e)  During the last five years,  Mr. Martin has not been  convicted in
any criminal proceeding (excluding traffic violations or similar  misdemeanors).
During  the last  five  years,  Mr.  Martin  has not  been a party to any  civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such  proceeding  was or is subject to a  judgment,  decree or final
order  enjoining  future  violations of, or prohibiting or mandating  activities
subject  to,  federal or state  securities  laws or finding any  violation  with
respect to such laws.

     (f) Mr. Martin is a U.S. citizen.

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

     The total  amount  of funds  (including  commissions)  Mr.  Martin  used to
acquire the Shares reported in this Statement were as follows:

     Mr.  Martin  invested  approximately  $1,517,800  to purchase the Company's
common stock that Mr. Martin holds, and  approximately  $150,000 to purchase the
3,000 6-5/8% Convertible Preferred Securities,  Beneficial Unsecured Convertible
Securities of TIMET Capital Trust I (the "BUCS") that Mr. Martin held until such
securities  were  exchanged  in a Company  tender offer on September 1, 2004 for
shares of the Company's 6-3/4% Series A Convertible Preferred Stock (the "Series
A Preferred").  In addition,  Mr. Martin  acquired  100,000 BUCS on December 15,
2003 in a  privately  negotiated  transaction  the  consideration  for which was
57,000 shares of Valhi,  Inc.  common stock and  $982,840,  which BUCS were also
exchanged for Series A Preferred in the Company tender offer.  Funds used by Mr.
Martin to acquire Shares and BUCS were personal funds.



     Mr.  Martin  understands  that the funds used to acquire BUCS and Shares by
the limited  liability  company  described in Item 5 and his family members that
own Shares were personal funds.

     No portion of the funds  described  in  response  to this Item 3 was from a
loan made in the ordinary course of business by a bank.

Item 4.  Purpose of Transaction

     Mr.  Martin  purchased  all of the  Shares  that  he  owns  for  investment
purposes.

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

     Mr. Martin  understands that the Series A Preferred and Shares owned by the
limited  liability  company  described in Item 5 and his family members that own
Shares are held for investment purposes.

Item 5.  Interest in Securities of the Issuer.

     (a)  Mr.  Martin  may  be  deemed  to  beneficially   own  846,817  Shares,
(approximately  5.2% of the outstanding  Shares,  based on the 15,915,410 Shares
outstanding as of September 1, 2004 and the Shares obtainable upon conversion of
the Series A Preferred  held by Mr. Martin and upon exercise of certain  options
held by Mr. Martin).  The Shares deemed to be  beneficially  owned by Mr. Martin
include  519,650 Shares directly held by Mr. Martin,  171,667 Shares  obtainable
upon  exercise  of 103,000  shares of Series A  Preferred  directly  held by Mr.
Martin,  and 155,500 Shares  obtainable  within 60 days upon exercise of options
granted under the Company's 1996 Long Term Performance Incentive Plan.

     Members of Mr.  Martin's family are the direct holders of 14,700 Shares (or
approximately  0.9% of the outstanding  Shares).  Mr. Martin may be deemed to be
the  beneficial  owner of the  14,700  Shares  directly  held by  members of his
family, but disclaims  beneficial ownership of such Shares. Mr. Martin is one of
the  members of a limited  liability  company  (the  "LLC")  which is the direct
holder of 30,000 shares of Series A Preferred that are  convertible  into 50,000
Shares  (or  approximately  0.3% of the  outstanding  Shares  assuming  the full
conversion of only the Series A Preferred held by the LLC). Mr. Martin does not,
by  virtue  of  being  a  member  of the LLC or  otherwise,  control  voting  or
disposition  of the Series A  Preferred  held by the LLC



and, as a result,  Mr. Martin  disclaims  beneficial  ownership of such Series A
Preferred. Mr. Martin also currently has vested options to acquire an additional
94,500  Shares;  however,  such  options are not  exercisable  because  they are
currently out-of-the-money.)

     (b) Mr.  Martin  has the sole  power to vote or to direct the vote and sole
power to dispose  or to direct  the  disposition  with  respect  to the  Company
securities he  beneficially  owns. Mr. Martin  understands  that the LLC and his
family members that own Shares have the sole power to vote or to direct the vote
and sole  power to  dispose or to direct  the  disposition  with  respect to the
Company securities they own.

     (c)  During  the  past 60 days,  Mr.  Martin  has  effected  the  following
transactions in the Company's securities:

     o    On August 12,  2004,  Mr.  Martin  gifted 2,270 Shares to a non-profit
          organization;
     o    On August 12,  2004,  Mr.  Martin  gifted 1,500 Shares to a non-profit
          organization; and
     o    On September 1, 2004,  Mr. Martin  exchanged  103,000 BUCS for 103,000
          shares of Series A Preferred pursuant to the Company's exchange offer.

     In August 2004, the Company  consummated a five-for-one  stock split of the
Company's common stock. The record date for the stock split,  which was effected
in the form of a dividend, was the close of business on August 19, 2004, and the
distribution  date of the new shares  effecting  the stock  split was August 26,
2004.

     Mr. Martin  understands that on September 1, 2004, the LLC exchanged 30,000
BUCS for 30,000 shares of Series A Preferred in the Company's exchange offer.

     (d) Mr. Martin has the right to receive and the power to direct the receipt
of dividends  from,  and proceeds  from the sale of, the Company  securities  he
beneficially  owns. Mr. Martin  understands  that the LLC and his family members
that own Shares have the right to receive and the power to direct the receipt of
dividends from, and proceeds from the sale of, the Company securities they own.

     (e) Not applicable.

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

     The information included in Items 3 and 4 of this Statement is incorporated
herein by reference.

     Other  than as set forth  above,  Mr.  Martin  does not have any  contract,
arrangement,  understanding or relationship (legal or otherwise) with any person
with  respect to  securities  of the  Company,  including,  but not  limited to,
transfer or voting of any such securities,  finder's fees, joint ventures, loans
or option  arrangements,  puts or calls,  guarantees  of  profits,  division  of
profits or losses, or the giving or withholding of proxies.



Item 7.  Material to be Filed as Exhibits.

         None.



                                    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:  September 3, 2004




                                                        /s/ J. Landis Martin
                                                        ------------------------
                                                            J. Landis Martin