SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 63)*

NL INDUSTRIES, INC.
(Name of Issuer)

Common Stock, $0.125 par value
(Title of Class of Securities)

629156 40 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)

September 19, 2001
(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.  629156 40 7

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

Tremont 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)

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                                         10,215,541
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

10,215,541

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,215,541

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

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

20.6%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  629156 40 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)

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                                         10,215,541
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

10,215,541

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,215,541

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

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

20.6%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  629156 40 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)

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                                         10,215,541
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

10,215,541

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,215,541

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

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

20.6%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

CUSIP No.  629156 40 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                                         40,350,931
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

40,350,931

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,350,931

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

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

81.5%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  629156 40 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                                         40,350,931
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

40,350,931

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,350,931

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

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

81.5%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  629156 40 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                                         40,350,931
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

40,350,931

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,350,931

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

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

81.5%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  629156 40 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                                         40,350,931
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

40,350,931

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,350,931

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

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

81.5%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  629156 40 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                                         40,350,931
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

40,350,931

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,350,931

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

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

81.5%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  629156 40 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                                         40,350,931
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

40,350,931

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,350,931

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

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

81.5%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  629156 40 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                                         40,350,931
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

40,350,931

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,350,931

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

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

81.5%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  629156 40 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                                         40,350,931
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

40,350,931

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,350,931

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

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

81.5%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  629156 40 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                                         40,350,931
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

40,350,931

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,350,931

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

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

81.5%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

EP

CUSIP No.  629156 40 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                                         40,350,931
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    -0-

10        SHARED DISPOSITIVE POWER

40,350,931

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,350,931

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

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

81.5%

14           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  629156 40 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

11,000
NUMBER OF
SHARES                      8         SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                            40,420,406
EACH
REPORTING                   9         SOLE DISPOSITIVE POWER
PERSON
WITH                                                    11,000

10        SHARED DISPOSITIVE POWER

40,420,406

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,000

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. 63
TO SCHEDULE 13D

This amended  statement on Schedule 13D (this  "Statement")  relates to the
common stock, $0.125 par value per share (the "Shares"), of NL Industries, Inc.,
a New  Jersey  corporation  (the  "Company").  Items 2, 3, 4, 5, 6 and 7 of this
Statement are hereby amended as set forth below.

Item 2.  Identity and Background.

Item 2 is amended as follows:

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

Valhi and Tremont are the direct holders of approximately  60.9% and 20.6%,
respectively,  of the  49,523,884  Shares  outstanding  as of September 10, 2001
according to  information  provided by the Company (the  "Outstanding  Shares").
Together,  Valhi and  Tremont  may be deemed to control the  Company.  TGI,  TRE
Holdings  and Valhi  are the  holders  of  approximately  80.0%,  0.1% and 0.1%,
respectively,  of the outstanding shares of common stock of Tremont and together
may be deemed to control Tremont.  Valhi and TRE Holdings are the direct holders
of 80.0%  and  20.0%,  respectively,  of the  outstanding  common  stock of TGI.
Together Valhi and TRE Holdings may be deemed to control TGI. The Company is the
sole  member of TRE  Holdings  and may be deemed to control TRE  Holdings.  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%,  2.1%,
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 also the holder of approximately
88.9% of the outstanding  common stock of Southwest and may be deemed to control
Southwest.

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

The 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 owes
to Harold C. Simmons.  If the CDCT No. 2 assets are insufficient to satisfy such
obligations,  Contran is obligated to satisfy the balance of such obligations as
they come due. Pursuant to the terms of the CDCT No. 2,  Contran (i) retains the
power to vote the shares of Valhi common stock held  directly by the CDCT No. 2,
(ii)  retains  dispositive  power  over such  shares and (iii) may be deemed the
indirect beneficial owner of such shares.

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 the Company
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 the
Company 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 the Company and a director
of Tremont.

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

Harold C.  Simmons'  spouse is the direct  owner  69,475  Shares 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 principal offices of TRE
Holdings are located at Two Greenspoint  Plaza,  16825 Northchase  Drive,  Suite
1200,  Houston,  Texas  77060.  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 of Tremont common stock.  TRE Holdings
is engaged in holding shares of TGI and Tremont common stock.

(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  corporations.  TRE  Holdings  is a Delaware  limited
liability company.  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

Item 3 is amended as follows:

The Reporting  Persons  understand  that the funds  required by each person
named in Schedule B to this  Statement to acquire Shares were from such person's
personal funds.

Item 4.  Purpose of Transaction

Item 4 is amended as follows:

On September 19, 2001,  Valhi sent a letter to Tremont and Titanium  Metals
Corporation  ("TIMET"), a Delaware corporation that is a 39% owned subsidiary of
Tremont,  proposing  to sell each of Valhi's and  Tremont's  Shares to TIMET for
shares  of  TIMET  common  stock  and  TIMET  debt  securities  on  terms  to be
appropriately  determined.  A copy of the letter is attached hereto as Exhibit 5
and  incorporated  herein by reference.  On September  21, 2001,  Valhi issued a
press release stating that Valhi would not approve any  transaction  that may be
negotiated  with an independent  committee of TIMET's board of directors and its
advisors  without the affirmative  vote of a majority of the TIMET shares voting
that are held by persons other than Valhi,  Tremont and their affiliates.  There
is no assurance that any transaction will be consummated  under the terms of the
proposed offer or otherwise.

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, Harold C.  Simmons,  through  Contran,  may be
deemed to control the Company.

The information included in Item 6 of this Statement is incorporated herein
by reference.

The Reporting Persons  understand that prior purchases of Shares by each of
the persons named in Schedule B to this Statement and Mr.  Simmons'  spouse were
made for the purpose of such person's personal investment.

Certain of the persons named in Schedule B to this Statement,  namely Susan
E.  Alderton,  David B. Garten,  Robert D. Hardy,  J. Landis  Martin,  Harold C.
Simmons, Glenn R. Simmons, Thomas P. Stafford and Steven L. Watson are directors
or officers of the Company and may acquire  Shares from time to time pursuant to
benefit plans that the Company sponsors or other compensation  arrangements with
the Company.

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 the
this  Statement has  formulated  any plans or proposals  that 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.

Item 5 is amended as follows:

(a) Valhi, Tremont, Harold C. Simmons' spouse and Harold C. Simmons are the
direct  beneficial  owners of 30,135,390,  10,215,541,  69,475 and 3,000 Shares,
respectively. In addition, Harold C. Simmons holds stock options exercisable for
8,000  Shares,  some of which stock  options will not vest within 60 days of the
filing of this Statement.

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

(1)  Tremont,  TGI and TRE  Holdings  may  each  be  deemed  to be the
beneficial  owner  of the  10,215,541  Shares  (approximately  20.6% of the
Outstanding Shares) directly held by Tremont;

(2) Valhi, VGI, National,  NOA, Dixie Holding,  Dixie Rice, Southwest,
Contran,  the  CMRT  and  the  Foundation  may  each  be  deemed  to be the
beneficial  owner  of the  40,350,931  Shares  (approximately  81.5% of the
Outstanding Shares) directly held by Valhi and Tremont; and

(3) Harold C. Simmons may be deemed to be the beneficial  owner of the
40,431,406 Shares  (approximately 81.6% of the Outstanding Shares) directly
held by Valhi,  Tremont,  Mr. Simmons' spouse and himself and including the
8,000  Shares that Mr.  Simmons  can  acquire by exercise of stock  options
(some of which stock  options will not vest within 60 days of the filing of
this Statement).

Mr. Simmons disclaims beneficial ownership of all Shares,  except the 3,000
Shares that he holds  directly and the 8,000 Shares that Mr. Simmons can acquire
by exercise of stock options.

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 personally and beneficially the Shares as indicated
on Schedule C to this Statement.

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

(1)  Tremont,  TGI and TRE  Holdings  may each be  deemed to share the
power to vote and direct the  disposition  of the  10,215,541  Shares  that
Tremont directly holds;

(2) Valhi, VGI, National,  NOA, Dixie Holding,  Dixie Rice, Southwest,
Contran,  the CMRT and the Foundation may each be deemed to share the power
to vote and direct the disposition of the 40,350,931  Shares that Valhi and
Tremont directly hold;

(3)  Harold C.  Simmmons  may be deemed to share the power to vote and
direct the disposition of the 40,420,406 Shares that Valhi, Tremont and Mr.
Simmons' spouse directly hold; and

(4)  Harold C.  Simmmons  may be deemed to have the sole power to vote
and direct the  disposition  of the 3,000 Shares that he holds directly and
the 8,000  shares  that he can acquire  pursuant  to the  exercise of stock
options  (some of which stock  options  will not vest within 60 days of the
filing of this Statement).

(d) Each of Valhi, Tremont, Harold C. Simmons' spouse and Harold C. Simmons
has the right to receive and the power to direct the receipt of dividends  from,
and  proceeds  from the sale of, the Shares that such entity or person  directly
holds.

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

Item 6 is amended as follows:

As of November 6, 1998,  Valhi entered into a Credit  Agreement (the "Valhi
Credit Facility") among Valhi,  Comerica Bank  ("Comerica"),  U.S. Bank National
Association ("U.S.  Bank") and Societe Generale,  Southwest Agency ("SoGen," and
collectively  with Comerica and U.S. Bank,  the "Banks"),  for itself and as the
administrative agent, issuing bank and arranger.  The Banks committed to loan to
Valhi under the Valhi Credit  Facility up to an  aggregate  of $50 million.  The
maximum amount that Valhi could borrow under the Valhi Credit  Facility could be
increased to a maximum of $100  million,  if and when  additional  participating
banks  committed  to loan  additional  amounts to Valhi  under the Valhi  Credit
Facility.

As of November 5, 1999,  Valhi and the Banks entered into a First Amendment
Agreement  extending the maturity  date of Valhi Credit  Facility to November 3,
2000.  As of  November  3,  2000,  Valhi  and the  Banks  entered  into a Second
Amendment Agreement providing for, among other things:

(a) U.S. Bank National Association ("U.S.  Bank")replacing  SoGen as agent,
issuing bank and arranger of the Valhi Credit Facility;

(b) SoGen withdrawing from the Valhi Credit Facility;

(c) A reduced aggregate  principal amount that Valhi could borrow under the
Valhi Credit Facility of $40 million,  with the ability to add commitments  from
current or new banks up to an aggregate principal amount of $100 million; and

(d) A maturity date extended from November 3, 2000 to November 2, 2001.

As of December 1, 2000,  Texas Capital Bank agreed to join the Valhi Credit
Facility and the aggregate  principal  amount Valhi could borrow under the Valhi
Credit Facility was increased to $45 million.

Borrowings  under the Valhi Credit Facility bear interest (i) for base rate
borrowings, at the rate announced publicly from time to time by U.S. Bank as its
prime  rate or  0.50%  over  the  federal  funds  rate or  (ii)  for  eurodollar
borrowings,  at a rate of 1.5% over the relevant  rate  (adjusted  for statutory
reserve  requirements  for  eurodollar  liabilities)  at which  deposits in U.S.
dollars are offered to U.S.  Bank's London  office in the  interbank  eurodollar
market  (the one,  two,  three or six month  rate at  Valhi's  option).  Valhi's
obligations  under the Valhi  Credit  Facility  are  collateralized  by  certain
Shares.  As of September  19, 2001,  Valhi had borrowed  $30.0 million under the
Valhi  Credit  Facility  and  had  pledged   29,974,610  Shares  (60.5%  of  the
Outstanding  Shares) under the Valhi Credit Facility.  The foregoing  summary of
the Valhi Credit  Facility is qualified in its entirety by reference to Exhibits
1, 2, 3, and 4 to this Statement.

The information included in Item 4 of this Statement is hereby incorporated
herein by reference.

Other than as set forth  above,  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 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 (the "Banks") and Societe Generale, Southwest Agency, as the
administrative  agent,  issuing bank and arranger  (incorporated  by
reference to Exhibit 1 to Amendment No. 59 to this Statement).

Exhibit 2   First  Amendment  Agreement  dated as of  November  5, 1999  among
Valhi,  Inc., the Banks and Societe  Generale,  Southwest Agency, as
the administrative agent of the  banks(incorporated  by reference to
Exhibit 2 to Amendment No. 60 to this Statement).

Exhibit 3   Second  Amendment  Agreement  dated as of  November  3, 2000 among
Valhi,  Inc.,  the Banks 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 the Schedule 13D filed
on October 24, 2000 with the Securities  and Exchange  Commission by
Tremont  Holdings,  LLC, NL Industries,  Inc.,  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  Harold
Simmons  Foundation,  Inc., The Combined Master Retirement Trust and
Harold C. Simmons with respect to the common stock,  par value $1.00
per share, of Tremont Corporation).

Exhibit 4*  Form of Accession  Agreement  dated as of December 1,  2000 among
Valhi,  Inc., the Banks and U.S. Bank National  Association,  as the
administrative  agent of the banks, and the related  promissory note
in the  original  principal  amount of $5.0  million  payable to the
order of Texas Capital Bank.

Exhibit 5*  Letter dated September 19, 2001 from Valhi,  Inc. to the board of
directors of Titanium Metals 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:  September 21, 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:  September 21, 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:  September 21, 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 of THE COMBINED 
MASTER RETIREMENT TRUST.

J. LANDIS MARTIN, as president of:

TREMONT CORPORATION
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

Schedule B is hereby amended and restated as follows:

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"),  NOA,  Inc.  ("NOA"),
Southwest  Louisiana  Land  Company,  Inc.  ("Southwest"),  Tremont  Corporation
("Tremont"),  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  Industries,  Inc.  (the  "Company");  and a director of
Tremont.

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.

Richard J. Boushka (3)                                    Principal  of  Boushka  Properties,  a  private  investment
firm; and a director of Tremont.

Norman S. Edelcup (4)                                     Senior  vice  president  business  development  of  Florida
Savings  Bancorp;  director  of Valhi;  and  trustee of the
Baron Funds, a mutual fund group.

Lisa Simmons Epstein                                      Director and president of the Foundation.

David B. Garten (5)                                       Vice  president,  general  counsel  and  secretary  of  the
Company;  and  vice  president  and  secretary  of  Tremont
Holdings, LLC ("TRE Holdings").

Edward J. Hardin (6)                                      Partner  of the law  firm of  Rogers &  Hardin  LLP;  and a
director of Valhi.

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

J. Mark Hollingsworth                                     Vice  president  and  general  counsel  of  Contran,  Dixie
Holding,  Dixie Rice, NOA,  National,  Southwest,  TGI, VGI
and  Valhi;  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");   and   acting   general   counsel   of   Keystone
Consolidated Industries, Inc. ("Keystone"),  a manufacturer
of steel rod,  wire and wire  products  that is  affiliated
with Contran.

Keith A. Johnson                                          Controller of the Foundation.

William J. Lindquist                                      Director  and  senior  vice  president  of  Contran,  Dixie
Holding,  NOA,  National,  TGI and  VGI;  and  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 (7)                                      President,  chief  executive  officer and a director of the
Company; president of TRE Holdings;  chairman of the board,
president  and  chief  executive  officer  of  Tremont  and
Titanium Metals Corporation,  a producer of titanium metals
products that is affiliated with Tremont ("TIMET").

Andrew McCollam, Jr. (8)                                  President  and a director of  Southwest;  director of Dixie
Rice; and a private investor.

Harold M. Mire (9)                                        Vice president of Dixie Rice and Southwest.

Robert E. Musgraves (7)                                   Executive vice president,  general counsel and secretary of
TIMET;  and vice  president,  general counsel and secretary
of Tremont.

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.

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;  director and executive  vice president
of  Southwest  and  Dixie  Rice;  and  a  director  of  the
Company, Tremont and TIMET.

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 the Company;  director of Tremont; and trustee and
member of the trust investment committee of the CMRT.

Richard A. Smith (9)                                      Director and president of Dixie Rice.

Thomas P. Stafford (10)                                   Co-founder   of  Stafford,   Burke  and  Hecker,   Inc.,  a
consulting  company;  director of the Company,  Tremont and
TIMET;  and a director of CMI Corporation and The Wackenhut
Corp.

Avy H. Stein (11)                                         Managing  partner of Willis,  Stein &  Partners,  a private
equity investment firm; and a director of Tremont.

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. (12)                                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.

Mark A. Wallace (7)                                       Executive  vice  president,  chief  financial  officer  and
treasurer of TIMET;  and vice  president,  chief  financial
officer and treasurer of Tremont.

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, Tremont and TIMET.

----------

(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. Boushka is 7701 East Kellogg,  Suite
440, Wichita, Kansas 67207.

(4)  The principal  business  address for Mr.  Edelcup is 8181  Southwest  117th
Street, Pinecrest, Florida 33156.

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

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

(7)  The principal business address for Messrs. Martin, Musgraves and Wallace is
1999 Broadway, Suite 4300, Denver, Colorado 80202.

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

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

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

(11) The principal  business address for Mr. Stein is 227 West Monroe St., Suite
4300, Chicago, Illinois 60606.

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

SCHEDULE C

Schedule C is hereby amended and restated as follows:

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 personally beneficially own Shares, as outlined below:

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

Susan E. Alderton (2)                               41,157                63,000                 104,157

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

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

Richard J. Boushka                                     -0-                   -0-                     -0-

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

Lisa Simmons Epstein                                 1,000                   -0-                   1,000

David B. Garten (3)                                 22,335                93,000                 115,335

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

Robert D. Hardy (4)                                 16,344                43,000                  59,344

J. Mark Hollingsworth (5)                              500                   -0-                     500

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

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

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

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

J. Landis Martin                                    56,000               228,600                 284,600

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

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

Robert E. Musgraves                                    -0-                   -0-                     -0-

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

Glenn R. Simmons                                     1,000                 6,000                   7,000

Harold C. Simmons (6)                                3,000                 6,000                   9,000

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

Thomas P. Stafford                                   1,000                 2,000                   3,000

Avy H. Stein                                           -0-                   -0-                     -0-

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

J. Walter Tucker, Jr.                                  -0-                   -0-                     -0-

Mark A. Wallace                                        -0-                   -0-                     -0-

Steven L. Watson                                     4,000                   -0-                   4,000

----------

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

(2)  Includes  12,796  Shares  credited to Ms.  Alderton's  account under the NL
Industries, Inc. Retirement Savings Plan (the "Savings Plan").

(3)  Comprises 22,335 Shares held by Mr. Garten and his wife as joint tenants.

(4)  Includes 16,344 shares held by Mr. Hardy and his wife as joint tenants.

(5)  Comprises 500 Shares Mr.  Hollingsworth holds in his individual  retirement
account.

(6)  Mr. Simmons may be deemed to possess indirect  beneficial  ownership of the
Shares as described in Item 5 of this  Statement.  Item 5 of this Statement
reports all Shares issuable  pursuant to the exercise of Mr. Simmons' stock
options,  regardless  of vesting,  while this Schedule C reports only those
Shares  that Mr.  Simmons  can  receive  within 60 days of the date of this
Statement  upon  exercise  of his  stock  options.  Mr.  Simmons  disclaims
beneficial  ownership  of all Shares  except for the 3,000  Shares  that he
holds  directly  and the 8,000  Shares  that Mr.  Simmons  can  acquire  by
exercise of stock  options  (6,000 of which vest within 60 days of the date
of the Statement).

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 (the "Banks") and Societe Generale, Southwest Agency, as the
administrative  agent,  issuing bank and arranger  (incorporated  by
reference to Exhibit 1 to Amendment No. 59 to this Statement).

Exhibit 2   First  Amendment  Agreement  dated as of  November  5, 1999  among
Valhi,  Inc., the Banks and Societe  Generale,  Southwest Agency, as
the administrative agent of the  banks(incorporated  by reference to
Exhibit 2 to Amendment No. 60 to this Statement).

Exhibit 3   Second  Amendment  Agreement  dated as of  November  3, 2000 among
Valhi,  Inc.,  the Banks 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 the Schedule 13D filed
on October 24, 2000 with the Securities  and Exchange  Commission by
Tremont  Holdings,  LLC, NL Industries,  Inc.,  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  Harold
Simmons  Foundation,  Inc., The Combined Master Retirement Trust and
Harold C. Simmons with respect to the common stock,  par value $1.00
per share, of Tremont Corporation).

Exhibit 4*  Form of Accession  Agreement  dated as of December 1,  2000 among
Valhi,  Inc., the Banks and U.S. Bank National  Association,  as the
administrative  agent of the banks, and the related  promissory note
in the  original  principal  amount of $5.0  million  payable to the
order of Texas Capital Bank.

Exhibit 5*  Letter dated September 19, 2001 from Valhi,  Inc. to the board of
directors of Titanium Metals Corporation and Tremont Corporation.

----------

*        Filed herewith.

EXHIBIT H

FORM OF ACCESSION AGREEMENT

This Accession  Agreement dated as of December 1, 2000 (this "Agreement) is
executed  and  delivered in  connection  with the Credit  Agreement  dated as of
November 6, 1998,  among Valhi,  Inc.,  a Delaware  corporation,  the  financial
institutions parties thereto, as Banks, U.S. Bank National  Association,  as the
Administrative  Agent, the Issuing Bank, and the Arranger (as modified from time
to time, the "Credit  Agreement," the capitalized terms of which are used herein
unless otherwise defined herein).

Whereas,  as  contemplated  by Section  2.18 of the Credit  Agreement,  the
Borrower  has  requested   that  the  aggregate   Commitments  be  increased  to
$45,000,000; and

Whereas,  Texas  Capital  Bank has agreed to become a Bank under the Credit
Agreement with a Commitment of $5,000,000;

Now therefore the parties hereto agree as follows:

1. Texas  Capital Bank shall,  on and as of the  Effective  Date (as herein
defined)  become  a  Bank  under  the  Credit  Agreement  with a  Commitment  of
$5,000,000.

2. Texas  Capital Bank hereby (i)  confirms  that it has received a copy of
the Credit Agreement,  together with copies of the financial statements referred
to in Section 4.01(e) thereof and such other documents and information as it has
deemed  appropriate  to make its own credit  analysis and decision to enter into
this Agreement;  (ii) agrees that it will,  independently  and without  reliance
upon the Agent or any other Bank, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking  action  under the Credit  Agreement or any other Credit
Document;  (iii)  appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise  such powers  under the Credit  Agreement  and any
other  Credit  Document  as are  delegated  to the Agent by the  terms  thereof,
together with such powers as are reasonably incidental thereto; (iv) agrees that
it  will  perform  all of the  obligations  which  by the  terms  of the  Credit
Agreement or any other  Credit  Document are required to be performed by it as a
Bank; (v) specifies as its Applicable  Lending  Offices the offices set forth in
Annex A of this Agreement.

3. The address for notices to Texas Capital Bank under the Credit Agreement
is set forth on Annex A to this Agreement.

4. On the Effective Date,  notwithstanding  anything to the contrary in the
Credit  Agreement,  the Texas  Capital  Bank shall be a "Bank" for all  purposes
under the Credit Agreement.

5. On the Effective  Date,  the Borrower shall execute and deliver to Texas
Capital  Bank a Note in the form of Exhibit A attached to the Credit  Agreement,
which  Note  shall be dated as of the  Effective  Date,  shall be payable to the
order of Texas Capital Bank, and shall be in the amount of $5,000,000.

6. The date this Agreement  becomes  effective (the "Effective Date") shall
be  December  1,  2000,  provided  that on such date (i) no  Default  shall have
occurred and be continuing  and (ii) the Borrower  shall prepay any  outstanding
Advances which were made by the Banks prior to such date.

7. In connection  with this Agreement,  the Borrower hereby  represents and
warrants that all of the  representations and warranties set forth in the Credit
Documents  (other than those made as of a specific date) are true and correct in
all material  respects on and as of the date of this  Agreement,  and no Default
has occurred.

8. This  Agreement  shall be governed  by, and  construed  and  enforced in
accordance with, the laws of the State of New York.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

IN WITNESS  WHEREOF this Agreement is executed and delivered as of the date
first mentioned above.

BORROWER:

VALHI, INC.

By:               
---------
Name:             
---------
Title:            
---------

AGENT:

U.S. BANK NATIONAL ASSOCIATION,
As Agent

By:               
---------
Name:             
---------
Title:            
---------

TEXAS CAPITAL BANK:

By:               
---------
Name:             
---------
Title:            
---------

ANNEX A TO ACCESSION AGREEMENT

APPLICABLE LENDING OFFICES AND
ADDRESSES FOR NOTICE FOR TEXAS CAPITAL BANK

Applicable Lending Offices:

Domestic Lending Office:                Eurodollar Lending Office:
-----------------------                 --------------------------

4230 LBJ Freeway
Dallas, Texas  75244
Attention:        Lee Martinez          Attention:
Telephone:        214-560-4533          Telephone:
Telecopy:         214-991-4560          Telecopy:

Address for Notices:

2100 McKinney Ave.
Suite 900
Dallas, Texas  75201
Attention:        Reed Allton
Telephone:        214-932-6670
Telecopy:         214-932-6604

PROMISSORY NOTE

$5,000,000                                                      December 1, 2000

For value received,  the undersigned,  Valhi, Inc., a Delaware  corporation
(the "Borrower"), hereby promises to pay to the order of Texas Capital Bank (the
"Bank") the principal sum of Five Million and No/100 Dollars ($5,000,000) or, if
less, the aggregate  outstanding principal amount of the Advances (as defined in
the  Credit  Agreement  referred  to  below)  made by the Bank to the  Borrower,
together with interest on the unpaid  principal amount of each such Advance from
the date of such Advance  until such  principal  amount is paid in full, at such
interest rates, and at such times, as are specified in the Credit Agreement.

This Note is the  Promissory  Note  referred  to in, and is entitled to the
benefits  of, and is subject to the terms of, the Credit  Agreement  dated as of
November  6, 1998,  as amended  (as the same may be further  amended or modified
from time to time,  the "Credit  Agreement")  among the Borrower,  the Bank, the
other  financial   institutions   parties   thereto,   and  U.S.  Bank  National
Association,  as the Administrative  Agent (the "Agent"),  the Issuing Bank, and
the Arranger. Capitalized terms used in this Note that are defined in the Credit
Agreement and not otherwise  defined in this Note have the meanings  assigned to
such terms in the Credit Agreement.  The Credit  Agreement,  among other things,
(a) provides for the making of Advances by the Bank to the Borrower from time to
time in an  aggregate  amount not to exceed at any time  outstanding  the Dollar
amount first above mentioned and (b) contains provisions for acceleration of the
maturity of this Note upon the happening of certain  events stated in the Credit
Agreement and for  prepayments  of principal  prior to the maturity of this Note
upon the terms and conditions specified in the Credit Agreement.

Both  principal  and  interest  are  payable in lawful  money of the United
States of America to the Agent at 555 Southwest Oak Street, Suite 400, Portland,
Oregon  97204 (or at such other  location or address as may be  specified by the
Agent in writing to the  Borrower) in same day funds.  The Bank shall record all
Advances and payments of principal  made under this Note,  but no failure of the
Bank to make such recordings shall affect the Borrower's  repayment  obligations
under this Note.

Except as  specifically  provided  in the Credit  Agreement,  the  Borrower
hereby waives  presentment,  demand,  protest,  notice of intent to  accelerate,
notice  of  acceleration,  and any  other  notice of any  kind.  No  failure  to
exercise,  and no delay in exercising,  any rights  hereunder on the part of the
holder of this Note shall operate as a waiver of such rights.

This Note shall be governed by and construed in accordance with the laws of
the state of New York.

VALHI, INC.

By:               
---------
Name:             
---------
Title:            
---------

[Valhi, Inc. Letterhead]

Steven L. Watson
President
(972) 450-4216

September 19, 2001

Board of Directors                                       Board of Directors
Titanium Metals Corporation                              Tremont Corporation
1999 Broadway                                            1999 Broadway
Suite 4300                                               Suite 4300
Denver, Colorado  80202                                  Denver, Colorado  80202

Ladies and Gentlemen:

Valhi,  Inc. and Tremont  Corporation own 30,135,390  shares and 10,215,541
shares,  respectively,  of the common stock of NL Industries, Inc., representing
approximately 81.5% of the outstanding shares of NL.

Valhi  believes  TIMET's  acquisition  of the NL  shares  held by Valhi and
Tremont in a  transaction  in which each NL share would be exchanged for 1.65 to
2.00 shares of newly-issued TIMET common stock plus TIMET debt securities in the
principal amount of $10.00 to $12.00, with terms to be appropriately determined,
would  provide  an  attractive  investment  opportunity  for TIMET at a fair and
reasonable price for all parties. Such an acquisition would, among other things,
(i) allow TIMET to diversify into an industry that  historically  would moderate
TIMET's  business  cycles,  (ii) provide a significant  and consistent  level of
profitability to offset TIMET's  inconsistent  financial results,  (iii) improve
access to capital  resources and markets as a result of a  significantly  larger
asset and capital  base,  (iv)  facilitate  future growth  through  expansion of
current operations and potential acquisitions,  (v) provide for opportunities to
achieve  administrative  cost  savings  and (vi) result in TIMET and NL becoming
members of the same consolidated tax group, which could provide  significant tax
benefits to TIMET.

Your prompt consideration and response to this proposal is appreciated.

Sincerely,

Steven L. Watson, President