SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 17)*

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)

December 31, 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 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)

OO

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                                     5,141,421
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,141,421

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,141,421

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

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

80.0%

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

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,588

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

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

80.2%

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,588

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

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

80.2%

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,588

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

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

80.2%

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,588

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

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

80.2%

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,588

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

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

80.2%

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,588

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

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

80.2%

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,588

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

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

80.2%

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,588

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

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

80.2%

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,588

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

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

80.2%

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,588

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

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

80.2%

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,588

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

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

80.2%

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,588

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

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

80.2%

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                                     5,149,588
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

5,149,588

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. 17
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(a) is hereby amended and restated, and Items 2(b), (c), (d), (e)
and (f) are amended, as follows.

(a) This  Statement  is filed by (i) Tremont  Group,  Inc.  ("TGI") and
Tremont Holdings,  LLC ("TRE Holdings") as the holders of Shares, (ii) by virtue
of the direct and indirect  ownership of securities of TGI and TRE Holdings,  NL
Industries,  Inc ("NL"),  Valhi,  Inc.  ("Valhi"),  Valhi Group,  Inc.  ("VGI"),
National City Lines, Inc. ("National"), NOA, Inc. ("NOA"), Dixie Holding Company
("Dixie  Holding"),  Dixie Rice Agricultural  Corporation,  Inc. ("Dixie Rice"),
Southwest  Louisiana  Land  Company,  Inc.  ("Southwest"),  Contran  Corporation
("Contran"),  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.

TGI and TRE Holdings are the holders of  approximately  80.0% and 0.1%,
respectively,  of the  6,424,658  Shares  outstanding  as of  December  31, 2000
according to  information  provided by the Company (the  "Outstanding  Shares").
Together,  TGI and TRE Holdings may be deemed to control the Company.  Valhi and
TRE  Holdings  are the direct  holders of 80.0% and 20.0%,  respectively  of the
outstanding  common stock of TGI.  Together Valhi and TRE Holdings may be deemed
to  control  TGI.  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 CDCT No. 2 directly  holds  approximately  0.4% of the  outstanding
Valhi common stock. U.S. Bank National  Association serves as the trustee of the
CDCT No. 2. Contran  established the CDCT No. 2 as an irrevocable  "rabbi trust"
to assist Contran in meeting certain deferred  compensation  obligations that it
owed to Harold C. Simmons.  If the CDCT No. 2 assets are insufficient to satisfy
such  obligations,   Contran  is  obligated  to  satisfy  the  balance  of  such
obligations  as they come due.  Pursuant to the terms of the CDCT No. 2, Contran
(i) retains the power to vote the shares of Valhi common stock held  directly by
the CDCT No. 2, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.

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 TGI, Valhi, VGI, National,  NOA, Dixie Holding, Dixie Rice, Southwest
and Contran.  Mr.  Simmons is also chairman of the board of NL and a director of
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 principal  offices of TGI are located at Three Lincoln  Centre,
5430 LBJ Freeway,  Suite 1700, Dallas, Texas 75240-2697.  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.

(c)      TGI is engaged in holding Shares.

(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)  TGI is a  Delaware  corporation.  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 5,000  Shares
purchased  by it on the open  market as  reported  in Item 5(c) was  $153,875.00
(including commissions). Such funds were provided by Valhi's cash on hand.

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:

On November 30, 2000,  Valhi  purchased 5,000 Shares in the open market
in  order to  increase  its  equity  interest  in the  Company  and to  obtain a
sufficient number of Shares so that, if it were determined to be desirable,  the
Company and NL might 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 (the "Consolidated Tax Group"). On December 21, 2000, NL
contributed its 536,167 Shares to TRE Holdings,  and TRE Holdings  acquired such
Shares,  in order for TRE Holdings to contribute such Shares to TGI. On December
31, 2000,  Valhi and TRE Holdings  contributed  4,113,421 and 1,028,000  Shares,
respectively,  to TGI,  and TGI acquired  such Shares,  in order to form TGI and
allow NL, the Company, and TGI to become members of the Consolidated Tax Group.

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)  TGI and  TRE  Holdings  are the  beneficial  owners  of  5,141,421
(approximately  80.0%  of the  Outstanding  Shares)  and  8,167  of  the  Shares
(approximately 0.1% of the Outstanding Shares), respectively.

By  virtue  of  the  relationships  described  under  Item  2  of  this
Statement,  TRE Holdings,  NL, 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 5,149,588 Shares (approximately
80.2% of the Outstanding Shares) that TGI 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) TGI may be deemed  to share  the power to vote and  direct
the disposition of the Shares that TGI holds; and

(2)  TRE  Holdings,  NL,  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 TGI and TRE Holdings hold.

(c) On November  30,  2000,  Valhi  purchased  on the open market 5,000
Shares at $30.725 per share (exclusive of commissions). On December 21, 2000, NL
contributed 536,167 Shares to TRE Holdings in a private transaction. On December
31, 2000,  Valhi and TRE Holdings  contributed  4,133,421  Shares and  1,028,000
Shares, respectively, in a private transaction to TGI to form TGI. There were no
other  transactions  in the  Shares  by the  Reporting  Persons  since  the last
transaction  by the  Reporting  Persons  reported  in  Amendment  No. 16 to this
Schedule 13D.

(d) Each of TGI 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
5,141,421 and 8,167 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 as follows.

TGI's certificate of incorporation  provides for certain redemption and
other  rights  of  the  holders  of  its  common  stock.  TGI's  certificate  of
incorporation  is attached as Exhibit 5 to this  amendment to this Statement and
incorporated herein by reference.  Pursuant to the certificate of incorporation,
each  holder of a share of TGI  common  stock (a "TGI  Share")  can cause TGI to
redeem  within 45 days such TGI Share for  1,000  Shares.  In  addition  to such
Shares,  the holder may be  entitled to receive  from,  or be required to pay to
TGI, as the case may be, the  difference  between  the fair market  value of the
redeemed TGI Share and the 1,000 Shares received upon  redemption,  all pursuant
to the  terms  of TGI's  certificate  of  incorporation.  In  addition,  the TGI
certificate of incorporation  provides that TGI shall have five directors.  Only
holders of at least 90% of the  outstanding  TGI Shares can amend the redemption
provisions  or the number of directors  provided for in the TGI  certificate  of
incorporation.

Valhi and TRE Holdings have entered into a voting agreement dated as of
December 31, 2000 whereby  Valhi agrees to elect one director  designated by TRE
Holdings  to TGI's board of  directors  (the "TGI  Voting  Agreement").  The TGI
Voting  Agreement is attached as Exhibit 6 to this  amendment to this  Statement
and incorporated herein by reference.

Valhi,  Contran and NL have entered into a Tax Sharing  Agreement dated
as of  January  1, 2001 (the "NL Tax  Sharing  Agreement").  The NL Tax  Sharing
Agreement  is  attached as Exhibit 7 to this  amendment  to this  Statement  and
incorporated  herein by reference.  The NL Tax Sharing Agreement provides for NL
and its subsidiaries to make payments to, or receive payments from, Valhi in the
amount they would have paid to or received from the Internal Revenue Service had
they not been  members of the  Consolidated  Tax  Group.  The  separate  company
provisions and payments are computed using the tax elections made by Contran. NL
and each  subsidiary  of NL that is a member  of the  Consolidated  Tax Group is
severally liable to Valhi for the federal income tax of NL or such NL subsidiary
for  all  periods  in  which  NL or  such  NL  subsidiary  is  included  in  the
Consolidated  Tax Group.  Valhi has agreed to indemnify NL and its  subsidiaries
for any  liability for income taxes of the  Consolidated  Tax Group in excess of
NL's and its subsidiaries' tax liability  computed in accordance with the NL Tax
Sharing Agreement.  NL has agreed to indemnify Valhi and its subsidiaries (other
than NL and its  subsidiaries)  for any liability for income taxes of NL and its
subsidiaries computed in accordance with the NL Tax Sharing Agreement.

Valhi,  Contran  and  the  Company  have  entered  into  a Tax  Sharing
Agreement  dated as of January 1, 2001 (the "Tremont Tax Sharing  Agreement" and
collectively with the NL Tax Sharing Agreement,  the "Tax Sharing  Agreements").
The Tremont Tax Sharing  Agreement is attached as Exhibit 8 to this amendment to
this  Statement and  incorporated  herein by reference.  The Tremont Tax Sharing
Agreement  provides for the Company and its subsidiaries to make payments to, or
receive  payments from,  Valhi in the amount they would have paid to or received
from the Internal  Revenue Service had they not been members of the Consolidated
Tax Group. The separate  company  provisions and payments are computed using the
tax elections  made by Contran.  The Company and each  subsidiary of the Company
that is a member of the  Consolidated Tax Group is severally liable to Valhi for
the federal income tax of the Company or such Company subsidiary for all periods
in which the Company or such Company  subsidiary is included in the Consolidated
Tax Group.  Valhi has agreed to indemnify the Company and its  subsidiaries  for
any  liability for income taxes of the  Consolidated  Tax Group in excess of the
Company's and its  subsidiaries'  tax liability  computed in accordance with the
Tremont Tax Sharing Agreement. The Company has agreed to indemnify Valhi and its
subsidiaries (other than the Company and its subsidiaries) for any liability for
income taxes of the Company and its subsidiaries computed in accordance with the
Tremont Tax Sharing Agreement.

Except for the provisions and agreements  described in this item,  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.

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 (incorporated by reference to
Exhibit 4 to Amendment No. 16 to this Statement).

Exhibit 5*        Certificate of Incorporation of Tremont Group, Inc.

Exhibit 6*        Voting  Agreement dated as of December 31, 2000 between Valhi,
Inc. and Tremont Holdings, LLC.

Exhibit 7*        Tax  Sharing  Purchase  Agreement  dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and NL Industries, Inc.

Exhibit 8*        Tax  Sharing  Purchase  Agreement  dated as of January 1, 2001
among   Valhi,   Inc.,   Contran   Corporation   and   Tremont
Corporation.

----------
*        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:  January 10, 2001

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

Signature

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

Date:  January 10, 2001

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

Signature

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

Date:  January 10, 2001

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

SCHEDULE A

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

J. LANDIS MARTIN, as president 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.
TREMONT GROUP, 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"), Tremont Group, Inc. ("TGI"), 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,  TGI,
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;
and a director of Valhi.

Norman S. Edelcup (3)               Private  investor;  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 (4)                 Vice   president,    general   counsel   and
secretary  of NL;  and  vice  president  and
secretary of TRE Holdings.

Edward J. Hardin (5)                Partner  of the law firm of  Rogers & Hardin
LLP; and a director of Valhi.

Robert D. Hardy (4)                 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, TGI, VGI and Valhi; and
general  counsel  of the  Foundation,  CompX
International   Inc.,  a   manufacturer   of
ergonomic    computer    support    systems,
precision  ball bearing  slides and security
products  that  is  affiliated   with  Valhi
("CompX"),    and   The   Combined    Master
Retirement  Trust, a trust Valhi established
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,  TGI
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,  TGI,
VGI and Valhi.

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

J. Landis Martin (6)                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. (7)            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,
TGI,  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,  TGI, VGI and Valhi;
chairman of the board of CompX and  Keystone
Consolidated Industries,  Inc. ("Keystone"),
a  manufacturer  of steel rod, wire and wire
products  that is  affiliated  with Contran;
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,  TGI, 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,  TGI, 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,  TGI, 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 and TIMET.

Lawrence A. Wigdor (4)              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.

(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 Mr. Edelcup is 244 Atlantic Isles,
Sunny Isles Beach, Florida 33160.

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

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

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

(7)      The principal  business  address for Mr.  McCollam is 402 Canal Street,
Houma, Louisiana 70360.

(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-

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) .........................           56,128           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-            5,000

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  520 Shares held by the trustee for the benefit of Mr.  Martin
under the NL Savings Plan.

(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 (incorporated by reference to
Exhibit 4 to Amendment No. 16 to this Statement).

Exhibit 5*        Certificate of Incorporation of Tremont Group, Inc.

Exhibit 6*        Voting  Agreement dated as of December 31, 2000 between Valhi,
Inc. and Tremont Holdings, LLC.

Exhibit 7*        Tax  Sharing  Purchase  Agreement  dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and NL Industries, Inc.

Exhibit 8*        Tax  Sharing  Purchase  Agreement  dated as of January 1, 2001
among   Valhi,   Inc.,   Contran   Corporation   and   Tremont
Corporation.

----------

*        Filed herewith.

CERTIFICATE OF INCORPORATION

OF

TREMONT GROUP, INC.

--------------------------------------------------------------------------------
ARTICLE I.
NAME

The name of the corporation is TREMONT GROUP, INC. (the "Corporation").

ARTICLE II.
REGISTERED OFFICE AND AGENT

The  address  of the  Corporation's  registered  office in the state of
Delaware is Corporation Service Company,  2711 Centerville Road, Suite 400, city
of Wilmington,  county of New Castle,  state of Delaware 19808.  The name of the
Corporation's registered agent at such address is Corporation Service Company.

ARTICLE III.
PURPOSE

The nature of the  business or purposes to be  conducted or promoted by
the Corporation is to engage in any lawful  business,  act or activity for which
corporations may be organized under the General  Corporation Law of the state of
Delaware.

ARTICLE IV.
AUTHORIZED STOCK

The Corporation shall have authority to issue six thousand five hundred
(6,500)  shares of common stock having a par value of one cent ($0.01) per share
(the  "Common  Stock").  The rights of the holders of common stock are set forth
below.

Section 1. Voting Rights. The holders of Common Stock shall be
entitled  to one vote per  share on all  matters  to be voted on by the
stockholders of the Corporation.

Section 2.  Dividends.  The  holders of Common  Stock shall be
entitled to participate in such  dividends and other  distributions  or
proceeds in cash, stock or property of the Corporation ratably on a per
share  basis as the board of  directors  may  declare  out of assets or
funds legally available therefor.

Section 3.  Liquidation.  The holders of Common Stock shall be
entitled  to   participate   ratably  on  a  per  share  basis  in  all
distributions  to the  holders  of  Common  Stock  in any  liquidation,
dissolution or winding up of the Corporation.

Section 4. Redemption.  The Corporation shall redeem shares of
Common Stock on a date (the  "Redemption  Date") that is on or prior to
the 45th day (if such 45th day is a business  day, and if not, the next
successive  business day) after the date (the "Redemption Notice Date")
that the  Corporation  and each other  holder of shares of Common Stock
receives written notice (a "Redemption Notice") from a holder of shares
of Common Stock (the  "Holder")  setting forth the number of shares the
Holder wants the Corporation to redeem (the "Redemption Shares"). After
the  Redemption  Notice  Date,  the Holder  shall only be  entitled  to
receive from the  Corporation  on the  Redemption  Date the fair market
value of the  Redemption  Shares  on the  Redemption  Notice  Date (the
"Redemption Price").

In the  Redemption  Notice,  the Holder may elect (a  "Tremont
Share Election") to receive as part of the Redemption Price such number
of shares of the common  stock,  par value $1.00 per share,  of Tremont
Corporation, a Delaware Corporation (the "Tremont Common Stock"), equal
to the product of 1,000 and the number of Redemption Shares.

After a Redemption Notice Date but before the Redemption Date,
the board of  directors  shall  determine in good faith and in its best
business  judgment the Redemption  Price. In determining the Redemption
Price,  the board of directors shall value each share of Tremont Common
Stock held by the  Corporation  on the  Redemption  Notice  Date at the
volume weighted  average sales price of a share of Tremont Common Stock
as  reported  on the New York  Stock  Exchange  composite  transactions
reporting  system for the ten  trading  days  ending on the  Redemption
Notice  Date,  if  such  date is a  trading  day,  and if  not,  on the
immediately prior trading day (the "Tremont Common Stock Value").

If the Holder does not make a Tremont Share  Election,  on the
Redemption Date the Corporation may pay the Redemption  Price, in whole
or in part, in cash,  shares of Tremont Common Stock or other property,
which other  property the board of directors  shall value in good faith
and in its best business judgment. In determining the fair market value
of securities traded on an exchange that are used to pay the Redemption
Price,  the board of  directors  shall value each such  security on the
Redemption  Notice Date at the volume  weighted  average sales price of
such  security  as  reported  on the  applicable  exchange  for the ten
trading days ending on the  Redemption  Notice Date,  if such date is a
trading day, and if not, on the immediately prior trading day.

If shares of Tremont  Common Stock are used to pay all or part
of the Redemption Price, on the Redemption Date:

(a) if the Tremont Common Stock Value for such shares
is less than or equal to the Redemption Price, the Corporation
shall  transfer such shares to the Holder and such  additional
cash or property in an amount equal in value on the Redemption
Notice  Date,  as the board of  directors  determines  in good
faith and in its best  business  judgment,  to the excess,  if
any, of the  Redemption  Price over the Tremont  Common  Stock
Value for such shares;

(b) if the Tremont Common Stock Value for such shares
is greater than the Redemption  Price,  the Corporation  shall
transfer such shares to the Holder and the Holder shall pay in
cash to the  Corporation  an amount equal to the excess of the
Tremont Common Stock Value for such shares over the Redemption
Price; and

(c) the  Corporation  shall  deliver  to the holder a
stock  certificate  representing  the shares of Tremont Common
Stock comprising the Redemption  Price  accompanied by a stock
power duly endorsed in blank and the holder shall acquire good
and  marketable  title to such  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.

On the  Redemption  Date,  the  Holder  shall  deliver  to the
Corporation a stock  certificate  representing  the  Redemption  Shares
accompanied by a stock power duly endorsed in blank and the Corporation
shall acquire good and  marketable  title to such 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.

After the Redemption  Notice Date, the Redemption Shares shall
not be  deemed  to be  outstanding  and the  Holder  will  only  hold a
contractual right from the Corporation to receive the Redemption Price.

Section 5. Protective  Provision.  The  Corporation  shall not
amend this Article IV without  obtaining the approval of the holders of
90% of the outstanding shares of Common Stock.

Section 6. Record Holders.  The Corporation  shall be entitled
to treat the person in whose name any share of its stock is  registered
as the  owner  thereof  for all  purposes  and  shall  not be  bound to
recognize  any  equitable or other claim to, or interest in, such share
on the part of any other person,  whether or not the Corporation  shall
have notice thereof, except as expressly provided by applicable law.

ARTICLE V.
EXISTENCE

The Corporation is to have perpetual existence.

ARTICLE VI.
BYLAWS

In  furtherance  and  not in  limitation  of the  powers  conferred  by
statute,  the board of  directors  is expressly  authorized  to adopt,  amend or
repeal the bylaws or adopt new bylaws.

ARTICLE VII.
MEETINGS OF STOCKHOLDERS
BOOKS OF CORPORATION
ELECTION OF DIRECTORS

Meetings  of  stockholders  may be held  within or without the state of
Delaware,  as the  bylaws  of the  Corporation  may  provide.  The  books of the
Corporation may be kept outside the state of Delaware at such place or places as
may be  designated  from time to time by the board of directors or in the bylaws
of the Corporation.  Election of directors need not by written ballot unless the
bylaws of the Corporation so provide.

ARTICLE VIII.
BOARD OF DIRECTORS

The number of  directors  constituting  the board of  directors  of the
Corporation  shall be five.  The  Corporation  shall not  change  the  number of
directors on the board of  directors  from five members  without  obtaining  the
approval of the holders of 90% of the outstanding shares of Common Stock.

The name and  address  of each of the  persons  to serve as a  director
until the first annual  meeting of the  stockholders  or until his successor has
been duly elected and  qualified or his earlier  resignation,  removal or death,
is:

Name                                  Mailing Address

Harold C. Simmons                       Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas   75240-2697

Glenn R. Simmons                        Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas   75240-2697

Steven L. Watson                        Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas   75240-2697

William J. Lindquist                    Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas   75240-2697

J. Landis Martin                        1999 Broadway, Suite 4300
Denver, Colorado   80202

ARTICLE IX.
INDEMNIFICATION

The  Corporation  shall,  to  the  fullest  extent  permitted  by  law,
indemnify any and all officers and directors of the Corporation, and may, to the
fullest extent permitted by law or to such lesser extent as is determined in the
discretion  of the board of  directors,  indemnify  all other  persons  from and
against all expenses,  liabilities or other matters and advance  expenses to all
persons whom it shall have the power to indemnify.

ARTICLE X.
DIRECTOR LIABILITY

A director of the  Corporation  shall not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for such  liability as is  expressly  not subject to
limitation under the Delaware General Corporation Law, as the same exists or may
hereafter be amended to further limit or eliminate such liability. Any repeal or
modification of this ARTICLE by the  stockholders  of the Corporation  shall not
adversely  affect  any right or  protection  of a  director  of the  Corporation
existing at the time of such repeal or modification.

ARTICLE XI.
CERTAIN BUSINESS COMBINATIONS

The Corporation  expressly  elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.

ARTICLE XII.
SETTLEMENTS WITH CREDITORS OR STOCKHOLDERS

Whenever  a  compromise  or   arrangement   is  proposed   between  the
Corporation  and  its  creditors  or  any  class  of  them  and/or  between  the
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the state of Delaware may, on the  application in a summary
way of the  Corporation  or of any  creditor  or  stockholder  thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the  application
of trustees in  dissolution  or of any receiver or receivers  appointed  for the
Corporation  under the provisions of Section 279 of Title 8 of the Delaware Code
order  a  meeting  of  the  creditors  or  class  of  creditors,  and/or  of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such  manner as the said court  directs.  If a majority in number
representing  three-fourths  in value of the  creditors  or class of  creditors,
and/or of the stockholders or class of stockholders of the  Corporation,  as the
case may be, agree to any compromise or arrangement and to any reorganization of
the  Corporation as a consequence of such  compromise or  arrangement,  the said
compromise or arrangement  and said  reorganization  shall, if sanctioned by the
court to which the said  application  has been made, be binding on all creditors
or class of creditors,  and/or on all the stockholders or class of stockholders,
of the Corporation, as the case may be, and also on the Corporation.

ARTICLE XIII.
AMENDMENT

The Corporation shall have the right, subject to any express provisions
or restrictions  contained in this certificate of incorporation or bylaws of the
Corporation,  from time to time, to amend this  certificate of  incorporation or
any  provision  thereof in any manner now or hereafter  provided by law, and all
rights and powers of any kind  conferred  upon a director or  stockholder of the
Corporation by this certificate of  incorporation  or any amendment  thereof are
conferred subject to such right.

ARTICLE XIV.
INCORPORATOR

The  name  and  mailing  address  of  the  sole   incorporator  of  the
Corporation is A. Andrew R. Louis, Three Lincoln Centre, 5430 LBJ Freeway, Suite
1700, Dallas, Texas 75240-2697.

THE UNDERSIGNED,  being the sole  incorporator of the Corporation,  for
the purpose of forming a corporation  pursuant to the General Corporation Law of
the state of Delaware,  does make this  certificate to acknowledge,  declare and
certify that this certificate of incorporation is his act and deed and the facts
stated in this certificate of incorporation  are true, and accordingly  executes
this certificate of incorporation this 21st day of December, 2000.

---------------------------------------------
A. Andrew R. Louis, Sole Incorporator

VOTING AGREEMENT

THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of
December 31, 2000, among Valhi, Inc., a Delaware corporation ("Valhi"),  Tremont
Holdings, LLC, a Delaware limited liability company ("TRE Holdings" and together
with Valhi, the "Stockholders"), and Tremont Group, Inc., a Delaware corporation
("TGI"). Unless otherwise provided in this Agreement,  certain capitalized terms
used herein are defined in Section 8.

Recitals

The parties  hereto desire to enter into this  Agreement to establish a
mechanism to elect as a director of TGI one person  designated in writing by TRE
Holdings.

Agreement

In  consideration  of the mutual  covenants  contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows.

Section 1. Voting for Directorship. Valhi agrees to vote all of its TGI
Shares,  and will take all other  necessary  or  desirable  actions  within  its
control,  to elect as a director of TGI one person  designated in writing by TRE
Holdings.  The parties agree that the initial person  designated by TRE Holdings
to be elected a director of TGI is J. Landis Martin.  If in the future more than
one person holds TRE  Holdings'  TGI Shares,  such persons must jointly agree on
one  designee  that they  desire to have Valhi  elect as a  director  of TGI and
notify Valhi in writing of such designee before Valhi is obligated to elect such
designee under this section.

Section  2.  Size of Board of  Directors;  Governing  Instruments.  The
Stockholders  hereby agree (a) that the board of directors shall be comprised of
five (5) persons as directors,  and each  Stockholder  shall take or cause to be
taken all action to require that the certificate of incorporation  and bylaws of
TGI shall so  provide  and (b) to ensure at all times  that the  certificate  of
incorporation  and  bylaws  of TGI are not at any  time  inconsistent  with  the
provisions of this Agreement.

Section 3. Impairment.  Valhi agrees that it will not vote or otherwise
consent or take action with respect to its TGI Shares to amend TGI's certificate
of  incorporation  or bylaws in a manner that would affect the voting  rights of
TGI's stockholders.

Section 4. Transfer of Shares. Valhi agrees that the agreement relating
to the voting of its TGI Shares  evidenced by this Agreement shall encumber such
shares,  and that any permitted  successor,  assignee,  or transferee shall take
such shares subject to this Agreement.  In addition,  each party agrees to cause
any permitted successor, assignee, or transferee of such party to become a party
to this Agreement.

Section 5. Term. Unless earlier terminated by agreement of the parties,
this  Agreement  shall  remain  in  effect  for as long as TRE  Holdings  or its
permitted successors, assigns and transferees hold TGI Shares.

Section 6. Legend.  Each certificate  evidencing Valhi's TGI Shares and
each certificate  issued in exchange for or upon the transfer of such TGI Shares
(if such  shares  remain  subject  to the  terms of this  Agreement  after  such
transfer) shall be stamped or otherwise imprinted with a legend in substantially
the following form:

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING
AGREEMENT  ("AGREEMENT") DATED AS OF DECEMBER 31, 2000 AMONG THE ISSUER
OF SUCH SECURITIES (THE "ISSUER") AND THE ISSUER'S SECURITY HOLDERS.  A
COPY OF SUCH AGREEMENT  WILL BE FURNISHED  WITHOUT CHARGE BY THE ISSUER
TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

The legend set forth above shall be removed from the certificates evidencing TGI
Shares  that  cease  to be  subject  to  the  terms  of  this  Agreement  or the
termination of this Agreement.

Section 7.  Specific  Performance.  Valhi agrees that the remedy at law
for any breach by it of this  Agreement will be inadequate and that, in addition
to any other  remedies TRE Holdings  might have, TRE Holdings shall be entitled,
without the necessity of proving actual  damages,  to specific  performance  and
injunctive relief to prevent the breach of any provisions of this Agreement.

Section 8.  Definitions.

"Common  Stock" means TGI's common stock,  par value $0.01 per
share.

"Stockholder"  means any  stockholder of TGI who is subject to
the terms of this Agreement.

"TGI  Shares"  means any  Common  Stock  and any other  voting
securities of TGI purchased or otherwise  acquired by any  Stockholder.
As to any particular shares  constituting TGI Shares,  such shares will
cease to be  subject  to this  Agreement  if and when  they  have  been
repurchased by TGI.

Section 9.  Miscellaneous.

(a) Amendment and Waiver. Except as otherwise provided herein,
no modification, amendment or waiver of any provision of this Agreement
will be  effective  against a  Stockholder,  unless such  modification,
amendment  or waiver is  approved in writing by such  Stockholder.  The
failure of any party to enforce any of the provisions of this Agreement
will in no way be construed as a waiver of such provisions and will not
affect the right of such  party  thereafter  to enforce  each and every
provision of this Agreement in accordance with its terms.

(b) Severability.  Whenever  possible,  each provision of this
Agreement  will be  interpreted  in such manner as to be effective  and
valid under  applicable  law, but if any provision of this Agreement is
held to be invalid,  illegal or  unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality
or  unenforceability  will not affect any other  provision or any other
jurisdiction,  but  this  Agreement  will be  reformed,  construed  and
enforced  in  such   jurisdiction  as  if  such  invalid,   illegal  or
unenforceable provision had never been contained herein.

(c)  Entire  Agreement.  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.

(d)  Successors  and  Assigns.  Except as  otherwise  provided
herein,  this  Agreement  will bind and inure to the  benefit of and be
enforceable by TGI and its successors and assigns, and the Stockholders
and any subsequent holders of TGI Shares, and the respective successors
and assigns of each of them, so long as they hold TGI Shares.

(e)   Counterparts.   This   Agreement   may  be  executed  in
counterparts  each of which will be an original  and all of which taken
together shall constitute one and the same agreement.

(f)  Notice.  All notices  and other  communications  that are
required to be or may be given under this Agreement shall be in writing
and shall be deemed to have been duly given when delivered in person or
transmitted  by confirmed  telecopy or upon receipt  after  dispatch by
overnight courier or by certified or registered mail,  postage prepaid,
to the party to whom the notice is given. Notices shall be given to the
address for the respective party appearing under the party's  signature
to this  Agreement or to such other address as such party may designate
by giving notice of such change of address to the other parties to this
Agreement.

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

(h)  Headings.  The sections and other  headings  contained in
this Agreement are for reference  purposes only and shall not effect in
any way the meaning or interpretation of this Agreement.

The parties  hereto have caused this  Agreement to be executed by their
duly authorized officers as of the date first written above.

TREMONT GROUP, INC.

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

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

VALHI, INC.

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

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

TREMONT HOLDINGS, LLC

By: ---------------------------------------------
Robert D. Hardy, Vice President

Address:    Two Greenspoint Plaza
16825 Northchase Drive
Suite 1200
Houston, Texas   77060-2544
FAX:  281.423.3333
Attention:  General Counsel

TAX AGREEMENT
between
VALHI, INC.
and
NL INDUSTRIES, INC.

AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"),
a Delaware  corporation having its principal  executive offices at Three Lincoln
Centre, 5430 LBJ Freeway,  Suite 1700, Dallas,  Texas 75240, Contran Corporation
("Contran"),  a Delaware  corporation having its principal  executive offices at
Three Lincoln  Centre,  5430 LBJ Freeway,  Suite 1700,  Dallas,  TX 75240 and NL
Industries, Inc. ("NL"), a New Jersey corporation having its principal executive
offices at 16825 Northchase Drive, Suite 1200, Houston, Texas 77060.

WHEREAS,  VHI and NL are  eligible  to  file  consolidated  returns  of
federal income taxes and, subject to certain jurisdictional limitations, will be
subject to combined state and local tax reporting effective January 1, 2001;

WHEREAS,  VHI and NL wish to provide for the allocation of liabilities,
and  procedures to be followed,  with respect to federal  income taxes of NL and
any  subsidiaries  of NL and with  respect to certain  combined  state and local
taxes on the terms of this Agreement.

NOW, THEREFORE,  in consideration of the promises and agreements herein
contained, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms have the
meanings set forth below:

(a) Code: The Internal  Revenue Code of 1986, as amended,  and
with respect to any section thereof any successor provisions under such
Code or any successor Code.

(b) Combined  Foreign,  State and Local  Taxes:  For a taxable
period, the amount of all foreign, state and local taxes, together with
all interest and penalties with respect thereto, for which liability is
computed (1) on the basis of a combined, unitary or consolidated return
(whether at the initiative of the tax authority or of the taxpayer) and
(2) by reference to one or more members of the NL Group and one or more
members of the VHI Group not included in the NL Group.

(c) Contran  Corporation:  A Delaware  corporation that is the
common  parent  of  a  group  of   corporations   electing  to  file  a
consolidated federal income tax return.

(d) Federal Taxes: All federal income taxes, together with all
interest and penalties with respect thereto.

(e) VHI  Group:  VHI and  those  of its  direct  and  indirect
subsidiaries which join in the filing of a consolidated  federal income
tax return with its common  parent,  Contran (the "Contran Tax Group"),
as such Group is  constituted  from time to time.  For purposes of this
Agreement (to the extent related to Combined  Foreign,  State and Local
Taxes),  the term "VHI Group"  shall  include  all direct and  indirect
subsidiaries of VHI with reference to which Combined Foreign, State and
Local Taxes are determined.

(f) NL Group: NL Industries,  Inc. and each direct or indirect
subsidiary of NL which would be a member of an affiliated group, within
the meaning of section  1504(a) of the Code, of which NL was the common
parent, as such Group is constituted from time to time. For purposes of
this  Agreement (to the extent related to Combined  Foreign,  State and
Local  Taxes)  , the term "NL  Group"  shall  include  all  direct  and
indirect subsidiaries of NL with reference to which Combined,  Foreign,
State and Local taxes are determined.

(g)  NL  Group  Tax  Liability:  For  a  taxable  period,  the
liability  for  Federal  Taxes and  Combined  Foreign,  State and Local
taxes, as applicable, that the NL Group would have had if it were not a
member of the VHI Group  during  such  taxable  period  (or  during any
taxable   period  prior   thereto),   and  instead   filed  a  separate
consolidated  return  for such  taxable  period  (and  during all prior
taxable periods beginning after December 31, 2000); provided,  however,
that for purposes of  determining  such  liability for a taxable period
all tax elections  shall be consistent  with the tax elections  made by
Contran for such period.  In making such tax elections it is understood
the  Contran  Corporation  will  make  those  tax  elections  which are
beneficial  to  the  Contran  Tax  Group  on  a   consolidated   basis.
Nevertheless,  Contran  will use its best  efforts in the case of those
elections  which affect the  computation of the NL Group Tax Liability,
to make elections in a reasonable manner so as to minimize the NL Group
Tax Liability.

2. Contran as Agent.  Contran  shall be the sole agent for the NL Group
in all matters  relating to the NL Group Tax  Liability.  The NL Group shall not
(a) terminate such agency or (b) without the consent of Contran, participate, or
attempt to  participate,  in any matters  related to the NL Group Tax Liability,
including,  but not  limited  to,  preparation  or filing of, or  resolution  of
disputes,  protests or audits with the Internal Revenue Service,  state or local
taxing  authorities  concerning,  the Contran  Group's  consolidated  returns of
Federal  Taxes,  returns of  Combined  Foreign,  State and Local Taxes or the NL
Group Tax Liability with respect thereto for any taxable period  beginning after
December 31, 2000. The NL Group shall cooperate fully in providing  Contran with
all  information  and  documents  necessary or  desirable  to enable  Contran to
perform its  obligations  under this Section,  including  completion of Internal
Revenue  Service and state or local tax audits in connection  with such NL Group
Tax Liability and  determination  of the proper  liability for such NL Group Tax
Liability.

3.       Liability for Taxes; Refunds.

(a)  VHI,  as the  common  parent  of the NL  Group,  shall be
responsible  for,  and shall pay to Contran or a taxing  authority,  as
applicable,  the  consolidated  tax liability for the VHI Group and has
the  sole  right  to any  refunds  received  from  Contran  or a taxing
authority, as applicable, subject to the provisions of Sections 5 and 6
of this Agreement.

(b) Notwithstanding any other provision of this Agreement,  NL
and each  subsidiary  of NL which is a member of the NL Group  shall be
severally liable to VHI for the NL Group Tax Liability.

(c) NL shall indemnify VHI and hold it and the VHI Group other
than the NL Group,  harmless from and against any  deficiency in the NL
Group Tax Liability that may be due to VHI.

(d) VHI  shall  indemnify  NL and  hold  it and  the NL  Group
harmless from and against any Federal Taxes and Combined Foreign, State
and Local Taxes  attributable  to the VHI Group or any other  member of
the  Contran  Tax  Group,  other  than the NL Group,  as such taxes are
determined under this and other tax sharing agreements.

4. Tax  Returns.  VHI shall  file on behalf of the NL Group any and all
federal,  foreign, state and local tax returns that are required as they pertain
to the NL Group Tax Liability. The NL Group, at VHI's request, shall join in any
applicable  consolidated  returns of Federal  Taxes and any  returns of Combined
Foreign,  State and Local  Taxes (for which  returns  have not been  theretofore
filed)  and  execute  its  consent  to each  such  filing  on any form as may be
prescribed  for such consent if such consent is required.  The decision of VHI's
Senior  Vice  President  (or any  other  officer  so  designated  by  VHI)  with
responsibility  for  tax  matters  shall,  subject  to the  provisions  of  this
Agreement, be binding in any dispute between VHI and the NL Group as to what tax
position  should be taken  with  respect  to any item or  transaction  of the NL
Group. The preceding sentence is limited to the tax positions that affect the NL
Group Tax  Liability  and the  combined  VHI Group and  Contran  Tax  Group.  In
addition,  VHI and members of the VHI Group,  including NL and members of the NL
Group,   shall  provide  each  other  with  such  cooperation,   assistance  and
information  as each of them may request of the other with respect to the filing
of any tax return,  amended return,  claim for refund or other document with any
taxing  authority.  NL shall be solely  responsible for all taxes due for the NL
Group with  respect to tax returns  filed by NL or a member of the NL Group that
are required to be filed on a separate company basis, independent of VHI.

5. Payment of NL Group Tax  Liability for Federal  Taxes.  On or before
each date,  as  determined  under  section  6655 of the Code,  for payment of an
installment of estimated  Federal Taxes,  NL shall pay to VHI an amount equal to
the  installment  which  the NL Group  would  have  been  required  to pay as an
estimated  payment of Federal Taxes to the Internal  Revenue  Service if it were
filing a separate  consolidated return in respect of the NL Group Tax Liability.
Any balance  owed with  respect to the NL Group Tax  Liability  for such taxable
period  shall be paid to VHI on or before the 15th day of the third  month after
the close of such taxable period.  If it is not possible to determine the amount
of such balance on or before such day, (a) a reasonable  estimate  thereof shall
be paid on or before such day, (b) the amount of such  balance  shall be finally
determined  on or before the  earlier  of;  (i) the 15th day of the ninth  month
after  the  close  of such  taxable  period  and  (ii)  the  date on  which  the
consolidated  tax return  containing  the NL Group for such period is filed with
the  Internal  Revenue  Service,  and (c) any  difference  between the amount so
determined  and  the  estimated  amount  paid  shall;  (i)  in  the  case  of an
underpayment, be promptly paid to VHI and (ii) in the case of an overpayment, be
promptly  refunded or applied  against the  estimated NL Group Tax Liability for
the immediately  following tax period,  at the option of VHI. If the overpayment
is not applied to the immediately  following tax period,  such overpayment shall
be promptly  refunded to the NL Group. As between the parties to this Agreement,
the NL Group  shall be solely  responsible  for the NL Group Tax  Liability  and
shall have no  responsibility  for Federal Taxes of the VHI Group or the Contran
Group other than payment of the NL Group Tax  Liability in  accordance  with the
terms of this Agreement.

6.  Refunds for NL Group Losses and Credits for Federal  Taxes.  If the
calculation with respect to the NL Group Tax Liability for Federal Taxes results
in a net operating  loss ("NOL") for the current tax period that, in the absence
of a Code Section 172(b)(3) election made by Contran, is carried back under Code
Sections 172 and 1502 to a prior taxable  period or periods of the NL Group with
respect to which the NL Group  previously  made  payments to VHI,  then, in that
event,  VHI shall pay (or credit) NL an amount  equal to the tax refund to which
the NL  Group  would  have  been  entitled  had the NL  Group  filed a  separate
consolidated  federal  income tax return for such year (but not in excess of the
net aggregate  amount of the NL Group Tax Liability  paid to VHI with respect to
the preceding two taxable  periods).  If the calculation  with respect to the NL
Group Tax Liability  results in an NOL for the current tax period,  that subject
to the Code  Section  172(b)(3)  election  made by Contran,  is not carried back
under Code Sections 172 and 1502 to a prior taxable  period or periods of the NL
Group  with  respect to which NL made  payments  to VHI or is not  carried  back
because the Contran Tax Group does not have a  consolidated  net operating  loss
for the  current  tax  period,  then,  in that  event  such NOL  shall be an NOL
carryover to be used in computing the NL Group Tax Liability for future  taxable
periods,  under the law  applicable to NOL  carryovers  in general,  as such law
applies to the relevant taxable period.  Furthermore, if the NL Group would have
been entitled to a refund of Federal Taxes for any year had the NL Group filed a
separate  consolidated  federal  income  tax  return  for the loss  year and the
carryback year, VHI shall pay to NL the amount which NL would have received as a
refund from the Internal Revenue Service. Payments made pursuant to this Section
6 shall be made on the date that Contran (or any  successor  common  parent of a
tax group to which the VHI Group is a  member)  files its  consolidated  federal
income tax return for the taxable period involved.  Principles  similar to those
discussed in this Section 6 shall apply in the case of the utilization of all NL
Group loss and credit carrybacks and carryovers.

7.  Payment  of NL Group Tax  Liability  for  Foreign,  State and Local
Taxes.  The  foregoing  principles  contained in Sections 5 and 6 shall apply in
similar fashion to any  consolidated or combined  foreign,  state or other local
income tax returns, containing any member of the VHI Group and any member of the
NL Group that is not also a member of the VHI Group, which may be filed.

8. Subsequent Adjustments.  If any settlement with the Internal Revenue
Service,  foreign,  state or local tax authority or court  decision  which has
become final results in any adjustment to any item of income,  deduction, loss
or credit to the VHI Group in respect of any  taxable  period  subject to this
Agreement, which, in any such case, affects or relates to any member of the NL
Group as constituted  during such taxable  period,  the NL Tax Group Liability
shall be redetermined to give effect to such adjustment as if it had been made
as  part of or  reflected  in the  original  computation  of the NL Tax  Group
Liability and proper  adjustment of amounts paid or owing hereunder in respect
of such liability and allocation shall be promptly made in light thereof.

9. Amendments.  This Agreement may be amended, modified,  superseded or
cancelled,  and any of the terms, covenants, or conditions hereof may be waived,
only by a  written  instrument  specifically  referring  to this  Agreement  and
executed by both  parties  (or, in the case of a waiver,  by or on behalf of the
party waiving  compliance).  The failure of either party at any time or times to
require performance of any provision of this Agreement shall in no manner affect
the right at a later time to enforce the same.  No waiver by either party of any
condition,  or of  any  breach  of any  term  or  covenant,  contained  in  this
Agreement, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such condition or breach, or a waiver of any
other condition or of any breach of any other term or covenant.

10.  Retention  of  Records.  VHI shall  retain  all tax  returns,  tax
reports,  related  workpapers  and all schedules  (along with all documents that
pertain to any such tax returns, reports or workpapers) that relate to a taxable
period in which the NL Group is  included  in a  consolidated  or  combined  tax
return with VHI. VHI shall make such documents  available to NL at NL's request.
VHI shall not dispose of such documents without the permission of NL.

11.  Headings.  The headings of this  Agreement are for  convenience of
reference only, and shall not in any way affect the meaning or interpretation of
this Agreement.

12.  Governing Law. This  Agreement  shall be construed and enforced in
accordance with the laws of the State of Delaware without regard to conflicts of
laws provisions.

13.   Counterparts.   This   Agreement  may  be  executed  in  multiple
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
constitute but one agreement.

14.  Successors.  This Agreement shall be binding upon and inure to the
benefit of the  parties  hereto  and their  respective  subsidiaries,  and their
respective successors and assigns.

15.  Effective Date. This Agreement shall be effective as of January 1,
2001.

IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement on
the date first above written.

VALHI, INC.

By:                                 
-------------------------------------
William J. Lindquist
Senior Vice President
[Seal]

ATTEST:

CONTRAN CORPORATION

By:                                       
---------------------------------------
William J. Lindquist
Senior Vice President
[Seal]

ATTEST:

NL INDUSTRIES, INC.

By:                                      
---------------------------------------
Robert D. Hardy
Vice President and Controller

ATTEST:

TAX AGREEMENT
between
VALHI, INC.
and
TREMONT CORPORATION

AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"),
a Delaware  corporation having its principal  executive offices at Three Lincoln
Centre, 5430 LBJ Freeway,  Suite 1700, Dallas,  Texas 75240, Contran Corporation
("Contran"),  a Delaware  corporation having its principal  executive offices at
Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and Tremont
Corporation ("Tremont"), a New Jersey corporation having its principal executive
offices at 1999 Broadway, Suite 4300, Denver, CO 80202.

WHEREAS,  VHI and Tremont are eligible to file consolidated  returns of
federal income taxes and, subject to certain jurisdictional limitations, will be
subject to combined state and local tax reporting effective January 1, 2001;

WHEREAS,  VHI  and  Tremont  wish to  provide  for  the  allocation  of
liabilities, and procedures to be followed, with respect to federal income taxes
of Tremont and any  subsidiaries of Tremont and with respect to certain combined
state and local taxes on the terms of this Agreement.

NOW, THEREFORE,  in consideration of the promises and agreements herein
contained, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms have the
meanings set forth below:

(a) Code: The Internal  Revenue Code of 1986, as amended,  and
with respect to any section thereof any successor provisions under such
Code or any successor Code.

(b) Combined  Foreign,  State and Local  Taxes:  For a taxable
period, the amount of all foreign, state and local taxes, together with
all interest and penalties with respect thereto, for which liability is
computed (1) on the basis of a combined, unitary or consolidated return
(whether at the initiative of the tax authority or of the taxpayer) and
(2) by reference to one or more members of the Tremont Group and one or
more members of the VHI Group not included in the Tremont Group.

(c) Contran  Corporation:  A Delaware  corporation that is the
common  parent  of  a  group  of   corporations   electing  to  file  a
consolidated federal income tax return.

(d) Federal Taxes: All federal income taxes, together with all
interest and penalties with respect thereto.

(e) VHI  Group:  VHI and  those  of its  direct  and  indirect
subsidiaries which join in the filing of a consolidated  federal income
tax return with its common  parent,  Contran (the "Contran Tax Group"),
as such Group is  constituted  from time to time.  For purposes of this
Agreement (to the extent related to Combined  Foreign,  State and Local
Taxes),  the term "VHI Group"  shall  include  all direct and  indirect
subsidiaries of VHI with reference to which Combined Foreign, State and
Local Taxes are determined.

(f)  Tremont  Group:  Tremont  Corporation  and each direct or
indirect subsidiary of Tremont which would be a member of an affiliated
group,  within the  meaning of  section  1504(a) of the Code,  of which
Tremont was the common parent,  as such Group is constituted  from time
to time.  For  purposes  of this  Agreement  (to the extent  related to
Combined  Foreign,  State and Local Taxes) , the term  "Tremont  Group"
shall  include all direct and  indirect  subsidiaries  of Tremont  with
reference  to which  Combined,  Foreign,  State  and  Local  taxes  are
determined.

(g) Tremont Group Tax  Liability:  For a taxable  period,  the
liability  for  Federal  Taxes and  Combined  Foreign,  State and Local
taxes, as applicable,  that the Tremont Group would have had if it were
not a member of the VHI Group during such taxable period (or during any
taxable   period  prior   thereto),   and  instead   filed  a  separate
consolidated  return  for such  taxable  period  (and  during all prior
taxable periods beginning after December 31, 2000); provided,  however,
that for purposes of  determining  such  liability for a taxable period
all tax elections  shall be consistent  with the tax elections  made by
Contran for such period.  In making such tax elections it is understood
the  Contran  Corporation  will  make  those  tax  elections  which are
beneficial  to  the  Contran  Tax  Group  on  a   consolidated   basis.
Nevertheless,  Contran  will use its best  efforts in the case of those
elections  which  affect  the  computation  of the  Tremont  Group  Tax
Liability,  to make elections in a reasonable  manner so as to minimize
the Tremont Group Tax Liability.

2.  Contran as Agent.  Contran  shall be the sole agent for the Tremont
Group in all matters  relating to the Tremont Group Tax  Liability.  The Tremont
Group shall not (a) terminate such agency or (b) without the consent of Contran,
participate,  or attempt to  participate,  in any matters related to the Tremont
Group Tax Liability, including, but not limited to, preparation or filing of, or
resolution of disputes,  protests or audits with the Internal  Revenue  Service,
state or local taxing authorities  concerning,  the Contran Group's consolidated
returns of Federal Taxes, returns of Combined Foreign,  State and Local Taxes or
the Tremont  Group Tax  Liability  with respect  thereto for any taxable  period
beginning  after December 31, 2000. The Tremont Group shall  cooperate  fully in
providing  Contran with all information and documents  necessary or desirable to
enable  Contran  to  perform  its  obligations  under  this  Section,  including
completion  of  Internal  Revenue  Service  and  state or local  tax  audits  in
connection with such Tremont Group Tax Liability and determination of the proper
liability for such Tremont Group Tax Liability.

3.       Liability for Taxes; Refunds.

(a) Valhi, as the common parent of the Tremont Group, shall be
responsible  for,  and shall pay to Contran or a taxing  authority,  as
applicable,  the  consolidated  tax liability for the VHI Group and has
the  sole  right  to any  refunds  received  from  Contran  or a taxing
authority, as applicable, subject to the provisions of Sections 5 and 6
of this Agreement.

(b)  Notwithstanding  any other  provision of this  Agreement,
Tremont and each subsidiary of Tremont which is a member of the Tremont
Group  shall be  severally  liable  to VHI for the  Tremont  Group  Tax
Liability.

(c) Tremont shall  indemnify VHI and hold it and the VHI Group
other than the Tremont Group,  harmless from and against any deficiency
in the Tremont Group Tax Liability that may be due to VHI.

(d) VHI shall  indemnify  Tremont  and hold it and the Tremont
Group harmless from and against any Federal Taxes and Combined Foreign,
State and Local Taxes attributable to the VHI Group or any other member
of the Contran Tax Group,  other than the Tremont Group,  as such taxes
are determined under this and other tax sharing agreements.

4. Tax Returns.  VHI shall file on behalf of the Tremont  Group any and
all  federal,  foreign,  state and local tax returns  that are  required as they
pertain to the Tremont Group Tax Liability. The Tremont Group, at VHI's request,
shall join in any  applicable  consolidated  returns  of  Federal  Taxes and any
returns of  Combined  State and Local  Taxes (for  which  returns  have not been
theretofore  filed) and  execute  its consent to each such filing on any form as
may be prescribed for such consent if such consent is required.  The decision of
VHI's Senior Vice  President  (or any other  officer so  designated by VHI) with
responsibility  for  tax  matters  shall,  subject  to the  provisions  of  this
Agreement,  be binding in any dispute  between  VHI and the Tremont  Group as to
what tax position should be taken with respect to any item or transaction of the
Tremont  Group.  The  preceding  sentence is limited to the tax  positions  that
affect the Tremont  Group Tax  Liability  and the combined VHI Group and Contran
Tax Group. In addition,  VHI and members of the VHI Group, including Tremont and
members of the Tremont  Group,  shall provide each other with such  cooperation,
assistance and information as each of them may request of the other with respect
to the  filing of any tax  return,  amended  return,  claim for  refund or other
document with any taxing authority.  Tremont shall be solely responsible for all
taxes due for the Tremont  Group with respect to tax returns filed by Tremont or
a member  of the  Tremont  Group  that are  required  to be filed on a  separate
company basis, independent of VHI.

5. Payment of Tremont  Group Tax  Liability  for Federal  Taxes.  On or
before each date, as determined  under section 6655 of the Code,  for payment of
an  installment of estimated  Federal Taxes,  Tremont shall pay to VHI an amount
equal to the installment which the Tremont Group would have been required to pay
as an estimated  payment of Federal Taxes to the Internal  Revenue Service if it
were filing a separate  consolidated  return in respect of the Tremont Group Tax
Liability.  Any balance owed with respect to the Tremont Group Tax Liability for
such taxable  period shall be paid to VHI on or before the 15th day of the third
month after the close of such taxable period. If it is not possible to determine
the amount of such  balance on or before  such day,  (a) a  reasonable  estimate
thereof  shall be paid on or before  such day,  (b) the  amount of such  balance
shall be finally determined on or before the earlier of; (i) the 15th day of the
ninth  month after the close of such  taxable  period and (ii) the date on which
the  consolidated  tax return  containing  the Tremont  Group for such period is
filed with the Internal  Revenue  Service,  and (c) any  difference  between the
amount so determined and the estimated  amount paid shall; (i) in the case of an
underpayment, be promptly paid to VHI and (ii) in the case of an overpayment, be
promptly  refunded or applied against the estimated  Tremont Group Tax Liability
for  the  immediately  following  tax  period,  at the  option  of  VHI.  If the
overpayment  is not  applied  to the  immediately  following  tax  period,  such
overpayment  shall be promptly  refunded to the  Tremont  Group.  As between the
parties to this Agreement, the Tremont Group shall be solely responsible for the
Tremont Group Tax Liability and shall have no  responsibility  for Federal Taxes
of the VHI Group or the Contran  Group other than  payment of the Tremont  Group
Tax Liability in accordance with the terms of this Agreement.

6. Refunds for Tremont Group Losses and Credits for Federal  Taxes.  If
the  calculation  with respect to the Tremont  Group Tax  Liability  for Federal
Taxes results in a net  operating  loss ("NOL") for the current tax period that,
in the absence of a Code Section 172(b)(3) election made by Contran,  is carried
back under Code  Sections 172 and 1502 to a prior  taxable  period or periods of
the  Tremont  Group with  respect to which the  Tremont  Group  previously  made
payments  to VHI,  then,  in that event,  VHI shall pay (or  credit)  Tremont an
amount  equal to the tax  refund  to which the  Tremont  Group  would  have been
entitled had the Tremont Group filed a separate  consolidated federal income tax
return  for such  year (but not in  excess  of the net  aggregate  amount of the
Tremont  Group Tax  Liability  paid to VHI with  respect  to the  preceding  two
taxable  periods).  If the  calculation  with  respect to the Tremont  Group Tax
Liability results in an NOL for the current tax period, that subject to the Code
Section  172(b)(3)  election  made by Contran,  is not  carried  back under Code
Sections 172 and 1502 to a prior taxable  period or periods of the Tremont Group
with  respect to which  Tremont  made  payments  to VHI or is not  carried  back
because the Contran Tax Group does not have a  consolidated  net operating  loss
for the  current  tax  period,  then,  in that  event  such NOL  shall be an NOL
carryover to be used in computing  the Tremont  Group Tax  Liability  for future
taxable periods,  under the law applicable to NOL carryovers in general, as such
law applies to the relevant  taxable period.  Furthermore,  if the Tremont Group
would  have  been  entitled  to a refund of  Federal  Taxes for any year had the
Tremont Group filed a separate  consolidated  federal  income tax return for the
loss year and the  carryback  year,  VHI shall pay to Tremont  the amount  which
Tremont  would have  received as a refund  from the  Internal  Revenue  Service.
Payments  made pursuant to this Section 6 shall be made on the date that Contran
(or any  successor  common  parent  of a tax  group to which  the VHI Group is a
member) files its consolidated  federal income tax return for the taxable period
involved. Principles similar to those discussed in this Section 6 shall apply in
the case of the utilization of all Tremont Group loss and credit  carrybacks and
carryovers.

7. Payment of Tremont Group Tax Liability for Foreign,  State and Local
Taxes.  The  foregoing  principles  contained in Sections 5 and 6 shall apply in
similar fashion to any  consolidated or combined  foreign,  state or other local
income tax returns, containing any member of the VHI Group and any member of the
Tremont Group that is not also a member of the VHI Group, which may be filed.

8. Subsequent Adjustments.  If any settlement with the Internal Revenue
Service,  foreign,  state or local tax authority or court  decision  which has
become final results in any adjustment to any item of income,  deduction, loss
or credit to the VHI Group in respect of any  taxable  period  subject to this
Agreement,  which,  in any such case,  affects or relates to any member of the
Tremont Group as constituted during such taxable period, the Tremont Tax Group
Liability shall be redetermined to give effect to such adjustment as if it had
been made as part of or reflected in the original  computation  of the Tremont
Tax Group  Liability and proper  adjustment of amounts paid or owing hereunder
in respect of such  liability and  allocation  shall be promptly made in light
thereof.

9. Amendments.  This Agreement may be amended, modified,  superseded or
cancelled,  and any of the terms, covenants, or conditions hereof may be waived,
only by a  written  instrument  specifically  referring  to this  Agreement  and
executed by both  parties  (or, in the case of a waiver,  by or on behalf of the
party waiving  compliance).  The failure of either party at any time or times to
require performance of any provision of this Agreement shall in no manner affect
the right at a later time to enforce the same.  No waiver by either party of any
condition,  or of  any  breach  of any  term  or  covenant,  contained  in  this
Agreement, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such condition or breach, or a waiver of any
other condition or of any breach of any other term or covenant.

10.  Retention  of  Records.  VHI shall  retain  all tax  returns,  tax
reports,  related  workpapers  and all schedules  (along with all documents that
pertain to any such tax returns, reports or workpapers) that relate to a taxable
period in which the Tremont Group is included in a consolidated  or combined tax
return with VHI. VHI shall make such documents available to Tremont at Tremont's
request.  VHI shall not  dispose of such  documents  without the  permission  of
Tremont.

11.  Headings.  The headings of this  Agreement are for  convenience of
reference only, and shall not in any way affect the meaning or interpretation of
this Agreement.

12.  Governing Law. This  Agreement  shall be construed and enforced in
accordance  with  the  laws of the  State  of  Delaware  without  regard  to its
conflicts of laws provisions.

13.   Counterparts.   This   Agreement  may  be  executed  in  multiple
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
constitute but one agreement.

14.  Successors.  This Agreement shall be binding upon and inure to the
benefit of the  parties  hereto  and their  respective  subsidiaries,  and their
respective successors and assigns.

15.  Effective Date. This Agreement shall be effective as of January 1,
2001.

IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement on
the date first above written.

VALHI, INC.

By:                                     
-------------------------------------
William J. Lindquist
Senior Vice President
[Seal]

ATTEST:

CONTRAN CORPORATION

By: 
-------------------------------------
William J. Lindquist
Senior Vice President

[Seal]

ATTEST:

TREMONT CORPORATION

By:                                      
-------------------------------------
Mark A. Wallace
Vice President, Chief Financial
Officer and Treasurer

ATTEST: