SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 16)*

TREMONT CORPORATION
(Name of Issuer)

Common Stock, $1.00 par value
(Title of Class of Securities)

894745 20 7
(CUSIP Number)

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

November 7, 2000
(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.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

Tremont Holdings, LLC

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

(a)  [  ]

(b)  [  ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                       500,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

500,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

500,000

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

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

7.8%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

CUSIP No.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

NL Industries, Inc.

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

(a)  [  ]

(b)  [  ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

New Jersey

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,036,167
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,036,167

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,036,167

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

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

16.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

Valhi, Inc.

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

(a)  [  ]

(b)  [  ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC and BK

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     5,144,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,144,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,144,588

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

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

80.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

Valhi Group, Inc.

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

(a)  [  ]

(b)  [  ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     5,144,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,144,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,144,588

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

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

80.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

National City Lines, Inc.

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

(a)  [  ]

(b)  [  ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     5,144,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,144,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,144,588

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

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

80.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

NOA, Inc.

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

(a)  [  ]

(b)  [  ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     5,144,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,144,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,144,588

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

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

80.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

Dixie Holding Company

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

(a)  [  ]

(b)  [  ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     5,144,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,144,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,144,588

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

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

80.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

Dixie Rice Agricultural Corporation, Inc.

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

(a)  [  ]

(b)  [  ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Louisiana

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     5,144,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,144,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,144,588

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

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

80.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

Southwest Louisiana Land Company, Inc.

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

(a)  [  ]

(b)  [  ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Louisiana

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     5,144,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,144,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,144,588

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

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

80.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

Contran Corporation

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

(a)  [  ]

(b)  [  ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     5,144,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,144,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,144,588

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

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

80.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

Harold Simmons Foundation, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     5,144,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,144,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,144,588

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

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

80.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

The Combined Master Retirement Trust

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     5,144,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,144,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,144,588

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

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

80.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

EP

CUSIP No.  894745 20 7

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

Harold C. Simmons

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

(a)  [  ]

(b)  [  ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

USA

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                    5,144,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,144,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

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

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

0.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

AMENDMENT NO. 16
TO SCHEDULE 13D

This amended  statement on Schedule 13D (this  "Statement")  relates to
the  common  stock,  par value  $1.00  per  share  (the  "Shares"),  of  Tremont
Corporation,  a Delaware corporation (the "Company").  Items 2, 3, 4, 5, 6 and 7
of this Statement are hereby amended as set forth below.

Item 2.  Identity and Background.

Item 2 is hereby amended as follows.

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

Valhi, NL and TRE Holdings are the holders of approximately 63.9%, 8.3%
and 7.8%,  respectively,  of the 6,424,658 Shares  outstanding as of November 3,
2000  according  to  information  provided  by  the  Company  (the  "Outstanding
Shares").  Together,  Valhi,  NL and TRE  Holdings  may be deemed to control the
Company.  NL is the sole member of TRE Holdings and may be deemed to control TRE
Holdings.  Valhi and the Company are the direct holders of  approximately  60.2%
and 20.4%, respectively,  of the outstanding common stock of NL and together may
be deemed to control NL. VGI,  National,  Contran,  the Foundation,  the Contran
Deferred Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct
holders of 81.7%, 9.5%, 1.7%, 0.5%, 0.4% and 0.1%,  respectively,  of the common
stock of Valhi.  Together,  VGI,  National  and Contran may be deemed to control
Valhi.  National,  NOA and Dixie Holding are the direct holders of approximately
73.3%,  11.4% and 15.3%,  respectively,  of the outstanding common stock of VGI.
Together,  National, NOA and Dixie Holding may be deemed to control VGI. Contran
and NOA are the direct holders of approximately  85.7% and 14.3%,  respectively,
of the  outstanding  common  stock of  National  and  together  may be deemed to
control National.  Contran and Southwest are the direct holders of approximately
49.9%  and  50.1%,  respectively,  of the  outstanding  common  stock of NOA and
together may be deemed to control NOA.  Dixie Rice is the direct  holder of 100%
of the  outstanding  common stock of Dixie  Holding and may be deemed to control
Dixie Holding.  Contran is the holder of 100% of the outstanding common stock of
Dixie Rice and may be deemed to  control  Dixie  Rice.  Contran is the holder of
approximately  88.9% of the  outstanding  common stock of  Southwest  and may be
deemed to control Southwest.

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

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

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

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

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

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

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

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

(b) The business  addresses of the directors and executive  officers of
the  Reporting  Persons  are set  forth  on  Schedule  B to this  Statement  and
incorporated herein by reference.

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

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

(f) Harold C.  Simmons and all the persons  named on Schedule B to this
Statement are citizens of the United  States,  except as otherwise  indicated on
such Schedule.

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

No change except for the addition of the following:

The total amount of funds Valhi used to acquire the Shares purchased by
it as  reported in Item 5(c) was  $3,200,094.00  (including  commissions).  Such
funds were  provided in part by Valhi's cash on hand.  The balance of such funds
were provided by amounts Valhi borrowed from J. Landis  Martin,  the chairman of
the  board,  president  and  chief  executive  officer  of the  Company  and the
president and chief executive  officer of NL, pursuant to a promissory note, the
form of which is attached as Exhibit A to the Stock Purchase  Agreement dated as
of  November  7,  2000  between  Valhi  and  Mr.  Martin  (the  "Stock  Purchase
Agreement")  attached  hereto as Exhibit 4 to this  Statement  and  incorporated
herein by reference.  Pursuant to the Stock Purchase Agreement, Mr. Martin sold,
and Valhi  purchased,  90,000  Shares  as of  November  7,  2000 in a  privately
negotiated transaction.

The Reporting Persons understand that the funds required by the persons
named in  Schedule B to this  Statement  to acquire  Shares  (other  than Shares
Harold C.  Simmons may be deemed to own  beneficially)  were from such  person's
personal funds.

Item 4.  Purpose of Transaction.

No change except for the addition of the following:

Valhi  purchased the Shares  reported in Item 5(c) of this amendment in
order to increase its equity  interest in the Company and to obtain a sufficient
number of Shares so that, if it is  determined to be desirable,  the Company and
NL may become members of the same consolidated federal income tax group of which
Valhi, VGI, National,  NOA, Dixie Holding, Dixie Rice, Southwest and Contran are
members.  If it is  determined  to be  desirable  that the Company and NL become
members of such consolidated  federal income tax group, certain of the Reporting
Persons may purchase  additional  Shares from time to time to ensure that NL and
the Company remain in such group once they become members.

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

As described under Item 2 of this  Statement,  Harold C. Simmons may be
deemed to control the Company.

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

Except as described in this Item 4, none of the Reporting  Persons nor,
to the best  knowledge of such persons,  any other person named in Schedule B to
this Statement has  formulated  any plans or proposals  which relate to or would
result in any matter  required to be  disclosed  in response to  paragraphs  (a)
through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

Items 5(a), (b), (c) and (d) are amended as follows.

(a) Valhi, NL and TRE Holdings are the beneficial  owners of 4,108,421,
536,167 and 500,000 of the Shares, respectively.

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

(1)  NL may  be  deemed  to be  the  beneficial  owner  of the
1,036,167 Shares  (approximately  16.1% of the Outstanding Shares) that
NL and TRE Holdings hold; and

(2) Valhi,  VGI,  National,  NOA, Dixie  Holding,  Dixie Rice,
Southwest,  Contran, the Foundation, the CMRT and Harold C. Simmons may
each be  deemed  to be the  beneficial  owner of the  5,144,588  Shares
(approximately  80.1% of the Outstanding Shares) that Valhi, NL and TRE
Holdings hold.

Mr. Simmons disclaims beneficial ownership of all Shares.

The Reporting Persons  understand,  based on ownership filings with the
Securities  and  Exchange  Commission  (the  "Commission")  or upon  information
provided  by the  persons  listed on  Schedule  B to this  Statement,  that such
persons may be deemed to own  beneficially the Shares as indicated on Schedule C
to this Statement.

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

(1) TRE  Holdings may be deemed to share the power to vote and
direct the disposition of the Shares that TRE Holdings holds;

(2) NL may be deemed to share the power to vote and direct the
disposition of the Shares that NL and TRE Holdings hold; and

(3) Valhi,  VGI,  National,  NOA, Dixie  Holding,  Dixie Rice,
Southwest,  Contran, the Foundation, the CMRT and Harold C. Simmons may
each be deemed to share the power to vote and direct the disposition of
the Shares that Valhi, NL and TRE Holdings hold.

(c) The table  below sets forth all  transactions  in the Shares by the
Reporting  Persons since the last transaction by the Reporting  Persons reported
in Amendment  No. 15 to this  Schedule  13D.  Except for Valhi's  purchase as of
November 7, 2000 of 90,000 Shares pursuant to the Stock Purchase  Agreement in a
privately  negotiated  transaction  from J. Landis  Martin,  the chairman of the
board,  president and chief  executive  officer of the Company and the president
and chief  executive  officer of NL, the Reporting  Persons  effected all of the
following transactions on the New York Stock Exchange, Inc. (the "NYSE").

Approximate
Price Per
Number   Share (exclusive
of           of                                                   Reporting
Date           Shares     commissions)                  Transaction                  Person
--------         ------    ------------         -----------------------------        ----------

11/07/00           10,000       $31.9594        Purchase on the NYSE                 Valhi
11/07/00           90,000       $32.0000        Privately Negotiated Purchase        Valhi
11/07/00            3,506       $32.0000        Sale on the NYSE                     CMRT

Harold  Simmons'  spouse sold all of the 3,747 Shares that she directly
held on November 7, 2000 at $32.00 per share on the NYSE. As stated above, as of
November 7, 2000 pursuant to the Stock Purchase  Agreement J. Landis Martin, the
chairman of the board,  president and chief executive officer of the Company and
the president and chief executive  officer of NL, sold to Valhi 90,000 Shares in
a privately negotiated transaction at $32.00 per share.

(d) Each of Valhi, NL and TRE Holdings has the right to receive and the
power to direct the receipt of dividends  from,  and proceeds  from the sale of,
the 4,108,421, 536,167 and 500,000 Shares, respectively, held by such entity.

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

Item 6 is hereby amended and restated as follows.

Except for the Stock Purchase Agreement,  none of the Reporting Persons
or, to the best  knowledge  of such  persons,  any person named in Schedule B to
this  Statement has any contract,  arrangement,  understanding  or  relationship
(legal or otherwise)  with any person with respect to securities of the Company,
including,  but not  limited  to,  transfer  or voting  of any such  securities,
finder's fees,  joint  ventures,  loans or option  arrangements,  puts or calls,
guarantees  of  profits,  division  of  profits  or  losses,  or the  giving  or
withholding of proxies. The Stock Purchase Agreement is attached as Exhibit 4 to
this amendment to this Statement and incorporated herein by reference.

Item 7.  Material to be Filed as Exhibits.

Item 7 is hereby amended and restated as follows.

Exhibit 1      Credit Agreement dated as of November 6, 1998 among Valhi,  Inc., the
financial  institutions  from time to time that are a party thereto and
Societe  Generale,  Southwest  Agency,  as  the  administrative  agent,
issuing  bank and arranger  (incorporated  by reference to Exhibit 1 to
Amendment  No. 59 to the  Schedule  13D filed on November 23, 1999 with
the Securities and Exchange Commission by Tremont Corporation,  Valmont
Insurance Company, Valhi, Inc., Valhi Group, Inc., National City Lines,
Inc.,  NOA,  Inc.,  Dixie  Holding  Company,  Dixie  Rice  Agricultural
Corporation,  Inc.,  Southwest  Louisiana Land Company,  Inc.,  Contran
Corporation,  The Combined Master  Retirement Trust, the Harold Simmons
Foundation,  Inc.  and  Harold C.  Simmons  with  respect to the common
stock, par value $0.125 per share, of NL Industries, Inc.).

Exhibit  2     First  Amendment  Agreement dated as of November 5, 1999 among Valhi,
Inc.,  the  financial  institutions  from time to time that are a party
thereto and Societe Generale,  Southwest Agency, as the  administrative
agent, issuing bank and arranger  (incorporated by reference to Exhibit
2 to  Amendment  No. 60 to the  Schedule 13D filed on December 14, 1999
with the  Securities  and Exchange  Commission by Tremont  Corporation,
Valmont Insurance Company,  Valhi,  Inc., Valhi Group,  Inc.,  National
City  Lines,  Inc.,  NOA,  Inc.,  Dixie  Holding  Company,  Dixie  Rice
Agricultural Corporation, Inc., Southwest Louisiana Land Company, Inc.,
Contran  Corporation,  The Combined Master Retirement Trust, the Harold
Simmons  Foundation,  Inc.  and Harold C.  Simmons  with respect to the
common stock, par value $0.125 per share, of NL Industries, Inc.).

Exhibit  3     Second Amendment  Agreement dated as of November 3, 2000 among Valhi,
Inc.,  the  financial  institutions  from time to time that are a party
thereto and U.S. Bank National Association as the administrative agent,
issuing  bank and arranger  (incorporated  by reference to Exhibit 3 to
Amendment No. 15 to this Statement).

Exhibit  4*    Stock Purchase Agreement dated as of November 7, 2000 between Valhi,
Inc. and J. Landis Martin.

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

Signature

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

Date:  November 17, 2000

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

Signature

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

Date:  November 17, 2000

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

Signature

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

Date:  November 17, 2000

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

SCHEDULE A

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

J. LANDIS MARTIN, as president of each of:

NL INDUSTRIES, INC.
TREMONT HOLDINGS, LLC

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

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

Schedule B

The  names  of  the  directors   and  executive   officers  of  Contran
Corporation  ("Contran"),  Dixie Holding Company ("Dixie  Holding"),  Dixie Rice
Agricultural  Corporation,  Inc. ("Dixie Rice"), the Harold Simmons  Foundation,
Inc. (the "Foundation"),  National City Lines, Inc. ("National"), NL Industries,
Inc.  ("NL"),  NOA,  Inc.  ("NOA"),   Southwest  Louisiana  Land  Company,  Inc.
("Southwest"),  Valhi Group, Inc. ("VGI") and Valhi, Inc.  ("Valhi"),  and their
present  principal   occupations  are  set  forth  below.  Except  as  otherwise
indicated, each such person is a citizen of the United States of America and the
business  address of each such person is 5430 LBJ Freeway,  Suite 1700,  Dallas,
Texas 75240.

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

Susan E. Alderton (1)                     Vice president,  treasurer and chief  financial  officer of
NL  and  Tremont  Holdings,  LLC  ("TRE  Holdings");  and a
director of Tremont Corporation (the "Company").

Eugene   K. Anderson                      Vice president of Contran,  Dixie  Holding,  Dixie
Rice, NOA, National,  Southwest,  VGI and Valhi; and treasurer
of the Foundation.

Thomas   E. Barry (2)                     Vice president for executive  affairs at Southern
Methodist  University  and professor of marketing in the Edwin
L. Cox School of Business at  Southern  Methodist  University;
director of Valhi;  and a director  of  Keystone  Consolidated
Industries,  Inc.  ("Keystone"),  a manufacturer of steel rod,
wire and wire products that is affiliated with Contran.

F. Murlyn Broussard (3)                   Treasurer of Southwest.

Norman S. Edelcup (4)                     Director  of  Valhi;  and  trustee  of the Baron  Funds,  a
mutual fund group.

Lisa Simmons Epstein                      Director and president of the Foundation.

David B. Garten (5)                       Vice  president,  general  counsel and secretary of NL; and
vice president and secretary of TRE Holdings.

Edward J. Hardin (6)                      Partner  of the law  firm of  Rogers &  Hardin  LLP;  and a
director  of  Valhi  and  CompX   International   Inc.,   a
manufacturer  of  ergonomic   computer   support   systems,
precision  ball bearing  slides and security  products that
is affiliated with Valhi ("CompX").

Robert D. Hardy (5)                       Vice president and controller of NL and TRE Holdings.

J. Mark Hollingsworth                     Vice  president  and  general  counsel  of  Contran,  Dixie
Holding,  Dixie Rice,  NOA,  National,  Southwest,  VGI and
Valhi;  and general  counsel of the  Foundation,  CompX and
The Combined Master  Retirement  Trust, a trust established
by Valhi to  permit  the  collective  investment  by master
trusts  that  maintain  the  assets  of  certain   employee
benefit  plans  Valhi  and  related  companies  adopt  (the
"CMRT").

Keith A. Johnson                          Controller of the Foundation.

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

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

Kelly D. Luttmer                          Tax director of Contran,  CompX, Dixie Holding, Dixie Rice,
NOA, National, Southwest, VGI and Valhi.

J. Landis Martin (7)                      President,  chief  executive  officer and a director of NL;
president   of  TRE   Holdings;   chairman  of  the  board,
president  and chief  executive  officer of the Company and
Titanium Metals Corporation,  a producer of titanium metals
products that is affiliated with the Company ("TIMET").

Andrew McCollam, Jr. (3)                  President  and a director of  Southwest;  director of Dixie
Rice; and a private investor.

Harold M. Mire (8)                        Vice president of Dixie Rice and Southwest.

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

Kenneth R. Peak (9)                       President,  chief  executive  officer  and  chairman of the
board of  Contango  Oil & Gas  Company,  a publicly  traded
independent   oil  and  gas   exploration   and  production
company; and a director of NL.

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

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

Richard A. Smith (8)                      Director and president of Dixie Rice.

Thomas P. Stafford (10)                   Co-founder   of  Stafford,   Burke  and  Hecker,   Inc.,  a
consulting company;  director of NL, TIMET and the Company;
and a director of Allied-Signal,  Inc., CMI Corporation and
Seagate Technologies, Inc.

Gregory M.Swalwell                        Vice president and controller of Contran, Dixie  Holding,   NOA,
National,    VGI   and Valhi; and vice president   of   Dixie
Rice and Southwest.

J. Walter Tucker, Jr. (11)                President,  treasurer  and a director  of Tucker & Branham,
Inc.,  a  mortgage  banking,   insurance  and  real  estate
company;   vice  chairman  of  the  board  of  Keystone;  a
director  of Valhi;  and a member  of the trust  investment
committee of the CMRT.

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

Lawrence A. Wigdor (5)                    Director and executive vice president of NL.

----------

(1)      The principal business address for Ms. Alderton is 70 East 55th Street,
8th Floor,  New York, New York 10022.  Ms. Alderton is a citizen of the
United Kingdom.

(2)      The  principal  business  address for Dr.  Barry is Southern  Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.

(3)      The principal  business  address for Messrs.  Broussard and McCollam is
402 Canal Street, Houma, Louisiana 70360.

(4)      The principal  business  address for Mr. Edelcup is 244 Atlantic Isles,
Sunny Isles Beach, Florida 33160.

(5)      The principal business address for Messrs.  Garten, Hardy and Wigdor is
Two Greenspoint  Plaza,  16825 Northchase Drive,  Suite 1200,  Houston,
Texas 77060.

(6)      The principal  business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.

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

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

(9)      The principal  business  address for Mr. Peak is 2702 Albans,  Houston,
Texas 77005.

(10)     The  principal  business  address  for Gen.  Stafford  is 1006  Cameron
Street, Alexandria, Virginia 22314.

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

SCHEDULE C

Based upon ownership  filings with the  Commission or upon  information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to own personally and beneficially Shares, as outlined below:

Name                                  Shares Held    Options Held (1)
-------------------------------                 ---------------    ---------

Susan E. Alderton (2) ........................              511            4,000

Eugene K. Anderson ...........................              -0-              -0-

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

F. Murlyn Broussard ..........................              -0-              -0-

Norman S. Edelcup ............................              -0-              -0-

Lisa Simmons Epstein .........................              298              -0-

David B. Garten ..............................              500           11,500

Edward J. Hardin .............................              -0-              -0-

Robert D. Hardy ..............................              318              -0-

J. Mark Hollingsworth ........................              -0-              -0-

Keith A. Johnson .............................              100              -0-

William J. Lindquist .........................              -0-              -0-

A. Andrew R. Louis ...........................              -0-              -0-

Kelly D. Luttmer .............................              -0-              -0-

J. Landis Martin (3) .........................           60,428           60,000

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

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

Bobby D. O'Brien .............................              -0-              -0-

Kenneth R. Peak ..............................              -0-              -0-

Glenn R. Simmons .............................              534              -0-

Harold C. Simmons (4) ........................              -0-              -0-

Richard A. Smith .............................               30              -0-

Thomas P. Stafford ...........................              -0-            4,000

Gregory M. Swalwell ..........................              -0-              -0-

J. Walter Tucker, Jr. (5) ....................              875              -0-

Steven L. Watson .............................            4,474              -0-

Lawrence A. Wigdor ...........................              -0-              -0-

----------

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

(2)      Includes 11 Shares held by the trustee for the benefit of Ms.  Alderton
under the NL Industries,  Inc. Retirement Savings Plan (the "NL Savings
Plan").

(3)      Includes  (i) 520 Shares  held by the  trustee  for the  benefit of Mr.
Martin under the NL Savings Plan,  (ii) 1,800 Shares Mr.  Martin's wife
holds,  (iii) 2,400 Shares the Martin Children's Trust No. II holds for
which Mr.  Martin is the sole  trustee  and (iv) 100  shares one of Mr.
Martin's daughters hold.

(4)      Mr. Simmons may also be deemed to possess indirect beneficial ownership
of the Shares  described in Item 5(a) of this  Statement.  Mr.  Simmons
disclaims beneficial ownership of all Shares.

(5)      Includes 525 Shares held by Statewide  Guaranty  Title Company of which
Mr. Tucker owns 100% of the outstanding common stock.

Exhibit Index

Exhibit 1      Credit  Agreement dated as of November 6, 1998 among Valhi,  Inc., the
financial  institutions  from time to time that are a party thereto and
Societe  Generale,  Southwest  Agency,  as  the  administrative  agent,
issuing  bank and arranger  (incorporated  by reference to Exhibit 1 to
Amendment  No. 59 to the  Schedule  13D filed on November 23, 1999 with
the Securities and Exchange Commission by Tremont Corporation,  Valmont
Insurance Company, Valhi, Inc., Valhi Group, Inc., National City Lines,
Inc.,  NOA,  Inc.,  Dixie  Holding  Company,  Dixie  Rice  Agricultural
Corporation,  Inc.,  Southwest  Louisiana Land Company,  Inc.,  Contran
Corporation,  The Combined Master  Retirement Trust, the Harold Simmons
Foundation,  Inc.  and  Harold C.  Simmons  with  respect to the common
stock, par value $0.125 per share, of NL Industries, Inc.).

Exhibit  2     First  Amendment  Agreement dated as of November 5, 1999 among Valhi,
Inc.,  the  financial  institutions  from time to time that are a party
thereto and Societe Generale,  Southwest Agency, as the  administrative
agent, issuing bank and arranger  (incorporated by reference to Exhibit
2 to  Amendment  No. 60 to the  Schedule 13D filed on December 14, 1999
with the  Securities  and Exchange  Commission by Tremont  Corporation,
Valmont Insurance Company,  Valhi,  Inc., Valhi Group,  Inc.,  National
City  Lines,  Inc.,  NOA,  Inc.,  Dixie  Holding  Company,  Dixie  Rice
Agricultural Corporation, Inc., Southwest Louisiana Land Company, Inc.,
Contran  Corporation,  The Combined Master Retirement Trust, the Harold
Simmons  Foundation,  Inc.  and Harold C.  Simmons  with respect to the
common stock, par value $0.125 per share, of NL Industries, Inc.).

Exhibit  3     Second Amendment  Agreement dated as of November 3, 2000 among Valhi,
Inc.,  the  financial  institutions  from time to time that are a party
thereto and U.S. Bank National Association as the administrative agent,
issuing  bank and arranger  (incorporated  by reference to Exhibit 3 to
Amendment No. 15 to this Statement).

Exhibit  4*    Stock Purchase Agreement dated as of November 7, 2000 between Valhi,
Inc. and J. Landis Martin.

----------

*        Filed herewith.

STOCK PURCHASE AGREEMENT

This Stock  Purchase  Agreement (the  "Agreement")  is made and entered
into as of the 7th day of November,  2000,  between J. Landis Martin, a resident
of the state of Colorado  ("Seller"),  and Valhi,  Inc., a Delaware  corporation
("Purchaser").

Recital

A. Seller  wishes to sell 90,000  shares (the  "Shares")  of the common
stock, $1.00 par value per share, of Tremont Corporation, a Delaware corporation
("Tremont"),  to the Purchaser, and the Purchaser wishes to purchase the Shares,
on  the  terms  and  subject  to  the   conditions   of  this   Agreement   (the
"Transaction").

Agreement

The parties agree as follows:

ARTICLE I.
THE TRANSACTION

Section  1.1.  Purchase  and  Sale  of  Shares.  Seller  hereby  sells,
transfers,  assigns  and  delivers  to the  Purchaser  the  Shares.  Seller will
promptly deliver the Shares in a form reasonably acceptable to Purchaser.

Section 1.2. Purchase Price and Payment. The Purchaser hereby purchases
all of the Shares for a purchase  price of $32.00 per Share,  payment  for which
will be made on the date of this Agreement by means of the delivery to Seller of
a promissory note substantially in the form of Exhibit A attached hereto.

ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller hereby  represents  and warrants to the Purchaser as of the date
of this Agreement as follows:

Section 2.1.  Authority.  Seller has all the requisite  legal capacity,
power and authority to execute this Agreement.

Section 2.2. Validity. This Agreement is duly executed and delivered by
Seller  and  constitutes   Seller's  lawful,   valid  and  binding   obligation,
enforceable  in  accordance  with its terms.  The execution and delivery of this
Agreement and the  consummation  of the Transaction by Seller are not prohibited
by, do not violate or  conflict  with any  provision  of, and do not result in a
default under (a) any material contract,  agreement or other instrument to which
Seller is a party or by which Seller is bound; (b) any order, writ,  injunction,
decree or judgment of any court or governmental  agency applicable to Seller; or
(c) any law, rule or  regulation  applicable to it, except in each case for such
prohibitions,  violations,  conflicts or defaults that would not have a material
adverse consequence to the Transaction.

Section 2.3  Ownership of Shares.  Seller is the record and  beneficial
owner of the Shares and upon  consummation of the  transactions  contemplated by
this  Agreement,  the Purchaser  will acquire good and  marketable  title to the
Shares,  free  and  clear  of  any  liens,  encumbrances,   security  interests,
restrictive agreements,  claims or imperfections of any nature whatsoever, other
than restrictions on transfer imposed by applicable securities laws.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser  hereby  represents  and warrants to the Seller as of the
date of this Agreement as follows:

Section 3.1. Authority. Purchaser is a corporation validly existing and
in good  standing  under the laws of the state of Delaware.  Purchaser  has full
corporate  power and  authority  to execute and deliver  this  Agreement  and to
consummate the Transaction.

Section 3.2. Validity. This Agreement is duly executed and delivered by
Purchaser and constitutes its lawful, valid and binding obligation,  enforceable
in accordance  with its terms.  The execution and delivery of this Agreement and
the  consummation  of the Transaction by Purchaser are not prohibited by, do not
violate or conflict  with any provision of, and do not result in a default under
(a) its  charter  or  bylaws;  (b) any  material  contract,  agreement  or other
instrument to which it is a party or by which it is bound; (c) any order,  writ,
injunction, decree or judgment of any court or governmental agency applicable to
it; or (d) any law, rule or regulation applicable to it, except in each case for
such  prohibitions,  violations,  conflicts  or  defaults  that would not have a
material adverse consequence to the Transaction.

ARTICLE IV.
GENERAL PROVISIONS

Section 4.1. Survival.  The representations and warranties set forth in
this   Agreement   shall  survive  the  execution  of  this  Agreement  and  the
consummation of the transactions contemplated herein.

Section 4.2. Parties and Interest.  This Agreement shall bind and inure
to the  benefit  of  the  parties  named  herein  and  their  respective  heirs,
successors and assigns.

Section 4.3.  Entire  Transaction.  This Agreement  contains the entire
understanding  among the parties with respect to the  transactions  contemplated
hereby and supersedes all other agreements and understandings  among the parties
with respect to the subject matter of this Agreement.

Section 4.4.  Applicable  Law. This Agreement  shall be governed by and
construed in accordance  with the domestic  laws of the state of Texas,  without
giving effect to any choice of law or conflict of law provision or rule (whether
of  the  state  of  Texas  or any  other  jurisdiction)  that  would  cause  the
application of the laws of any jurisdiction other than the state of Texas.

The parties  hereto have caused this Agreement to be executed as of the
date first written above.

SELLER:                                      BUYER:

Valhi, Inc.

By:
-------------------------------                  ---------------------------
J. Landis Martin                                 Steven L. Watson, President

Exhibit A

PROMISSORY NOTE

$2,880,000                       November 7, 2000                  Dallas, Texas

FOR  VALUE  RECEIVED,   the  undersigned,   Valhi,   Inc.,  a  Delaware
corporation  ("Maker"),  promises  to pay to the order of J.  Landis  Martin,  a
resident  of the state of  Colorado  ("Payee"),  in lawful  money of the  United
States of  America,  the  principal  sum of TWO  MILLION  EIGHT  HUNDRED  EIGHTY
THOUSAND  AND  NO/100THS  DOLLARS  ($2,880,000.00)  together  with  interest  as
indicated below from the date hereof on the unpaid  principal  balance from time
to time as follows:

Section  1. Place of  Payments.  All  payments  will be made at Payee's
business address at 1999 Broadway,  Suite 4300, Denver,  Colorado 80202, or such
other place as the holder hereof may from time to time notify Maker in writing.

Section 2.  Payments.  The principal  balance of this  promissory  note
(this  "Note")  and any unpaid and  accrued  interest  thereon  shall be due and
payable upon November 7, 2002 or upon acceleration as provided herein.  Prior to
maturity,  unpaid and accrued interest on the outstanding  principal  balance of
this Note shall be due and payable  quarterly on March 31, June 30, September 30
and  December 31 of each year;  provided,  however,  that such day is a business
day, and if such day is not a business day, the quarterly interest payment shall
be due the next successive business day.

Section 3.  Prepayment.  This Note may be prepaid in part or in full at
any time without penalty; provided, however,  prepayments shall be first applied
to accrued and unpaid interest and then to principal.

Section  4.  Interest.  This Note  shall  bear  interest  on the unpaid
balance at the rate of 6.2% per annum until maturity, whether by acceleration or
otherwise.  Accrued  interest  on the  unpaid  principal  of this Note  shall be
computed  on the basis of a 365-day  year or 366-day  year,  as the case may be,
applied to the actual  number of days in each  calendar  month,  but in no event
shall such computation result in an amount of accrued interest that would exceed
accrued interest on the unpaid  principal  balance hereof during the same period
at the Maximum  Rate (as defined  below).  After  maturity,  this Note will bear
interest  at a the  lesser  of 10% per  annum or the  Maximum  Rate (as  defined
below).  Notwithstanding anything contained herein to the contrary, this Note is
hereby expressly limited so that in no contingency or event whatsoever,  whether
by  acceleration  of  the  maturity  of the  indebtedness  evidenced  hereby  or
otherwise,  shall the amount paid or agreed to be paid to the holder  hereof for
the use,  forbearance  or  detention  of money  exceed the  highest  lawful rate
permissible   under   applicable  law  (the  "Maximum   Rate").   If,  from  any
circumstances  whatsoever,  the holder  hereof  shall ever  receive as  interest
hereunder an amount that would exceed the Maximum  Rate,  such amount that would
be excessive  interest shall be applied to the reduction of the unpaid principal
balance of the indebtedness evidenced hereby and not to the payment of interest,
and if the principal  amount of this Note is paid in full, any remaining  excess
shall forthwith be paid to Maker, and in such event, the holder hereof shall not
be subject to any penalties  provided by any laws for contracting for, charging,
taking,  reserving  or receiving  interest in excess of the highest  lawful rate
permissible under applicable law.

Section 5.  Event of  Default.  An "Event of  Default,"  wherever  used
herein, means any one of the following events:

(a) the default by Maker in the payment of any principal of or
interest on this Note within ten (10) business days after demand by the
holder hereof; or

(b) a case shall be  commenced,  or the Maker or any guarantor
hereof shall file a petition  commencing a case,  against  Maker or any
guarantor under any provision of federal  bankruptcy law, or shall seek
relief  under any  provision of any other  bankruptcy,  reorganization,
arrangement,   insolvency,   readjustment   of  debt,   dissolution  or
liquidation  law of any  jurisdiction,  whether  now  or  hereafter  in
effect, or shall consent to the filing of any petition against it under
such law, or Maker or any guarantor hereof shall make an assignment for
the benefit of its  creditors,  or shall admit in writing its inability
to pay its debts  generally as they become due, or shall consent to the
appointment of a receiver,  trustee or liquidator of either of Maker or
any guarantor hereof, or all or any part of its property.

Section 6. Remedy.  Upon the occurrence and during the  continuation of
an Event of Default, the holder hereof shall have all of the rights and remedies
provided in the Uniform  Commercial  Code or in this Note or any other agreement
between  Maker and in favor of the holder  hereof,  as well as those  rights and
remedies  provided  by  any  other  applicable  law,  rule  or  regulation.   In
conjunction  with and in addition to the  foregoing  rights and  remedies of the
holder  hereof,  the holder hereof may declare all  indebtedness  due under this
Note,  although otherwise  unmatured,  to be due and payable immediately without
notice or demand  whatsoever.  All rights  and  remedies  of the  holder  hereof
hereunder  are  cumulative  and may be  exercised  singly or  concurrently.  The
exercise  of any  right or remedy  will not be a waiver  of any  other  right or
remedy.

Section 7. Waiver.  Maker and each  surety,  endorser,  guarantor,  and
other party now or hereafter  liable for payment of this Note,  severally  waive
demand, presentment for payment, notice of dishonor, protest, notice of protest,
diligence in collecting or bringing  suit against any party liable  hereon,  and
further  agree  to any  and all  extensions,  renewals,  modifications,  partial
payments,  substitutions of evidence of indebtedness,  and the taking or release
of any  collateral  with or without  notice before or after demand by the holder
hereof for payment hereunder.

Section 8. Costs and  Attorneys'  Fees.  In the event the holder hereof
incurs costs in collecting on this Note, this Note is placed in the hands of any
attorney  for  collection,  suit is filed  hereon or if  proceedings  are had in
bankruptcy, receivership, reorganization, or other legal or judicial proceedings
for the collection hereof,  Maker and any guarantor hereby jointly and severally
agree  to pay  on  demand  to the  holder  hereof  all  expenses  and  costs  of
collection,   including,  but  not  limited  to,  attorneys'  fees  incurred  in
connection  with any such  collection,  suit, or proceeding,  in addition to the
principal and interest then due.

Section 9. Time of Essence.  Time is of the essence with respect to all
of Maker's obligations and agreements under this Note.

Section 10.  Jurisdiction and Venue. THIS NOTE SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF TEXAS,  AND MAKER  CONSENTS TO  JURISDICTION  IN THE COURTS
LOCATED IN DALLAS, TEXAS.

Section 11. Notice. Any notice or demand required by this Note shall be
deemed to have been given and  received on the earlier of (i) when the notice or
demand is actually  received by the  recipient or (ii) 72 hours after the notice
is deposited in the United States mail,  certified or  registered,  with postage
prepaid, and addressed to the recipient. The address for giving notice or demand
under this Note (i) to the holder hereof shall be the place of payment specified
in Section 1 or such other place as the holder  hereof may specify in writing to
the Maker and (ii) to the Maker shall be the address below the Maker's signature
hereto or such  other  place as the Maker may  specify  in writing to the holder
hereof.

Section 12. Successors and Assigns. All of the covenants,  obligations,
promises  and  agreements  contained in this Note made by Maker shall be binding
upon its successors and assigns;  notwithstanding the foregoing, Maker shall not
assign this Note or its performance  hereunder without the prior written consent
of the holder hereof.

MAKER:

Valhi, Inc.

By:
--------------------------------------
Steven L. Watson, President

Address:       Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas   75240-2697
FAX:  972.448.1445