SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 62)*

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)

August 1, 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.  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)

20.4%

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, 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)

80.5%

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)

80.5%

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)

80.5%

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)

80.5%

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)

80.5%

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)

80.5%

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)

80.5%

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)

80.5%

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)

80.5%

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)

80.5%

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

8,000

NUMBER OF

SHARES               8      SHARED VOTING POWER
BENEFICIALLY

OWNED BY                                    40,420,406
EACH

REPORTING              9      SOLE DISPOSITIVE POWER
PERSON

WITH                                           8,000

10     SHARED DISPOSITIVE POWER

40,420,406

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,000

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. 62

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, 4 and 5 of  this
Statement  are hereby  amended as set forth  below.  The  Reporting  Persons (as
defined below) are filing this Statement as a result of the Company's  purchases
of Shares,  which purchases have increased the percentage of outstanding  Shares
the Reporting Persons own.

Item 2.  Identity and Background.

Items 2(a), (d), (e) and (f) are amended and restated 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 and Valhi (as described
below in this Statement),  by 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  60.1% and
20.4%,  respectively,  of the 50,113,940 Shares outstanding as of August 1, 2000
according to information  received from the Company (the "Outstanding  Shares").
Together,  Valhi and Tremont may be deemed to control the  Company.  Valhi,  the
Company, Tremont Holdings, LLC ("TRE Holdings"), the Foundation and the CMRT are
the  direct  holders  of  approximately   60.0%,  8.4%,  7.8%,  3.1%  and  0.1%,
respectively,  of the outstanding  shares of common stock of Tremont.  NL is the
sole member of TRE Holdings and may be deemed to control TRE Holdings. Together,
Valhi,  NL and TRE Holdings  may be deemed to control  Tremont.  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%,  1.6%,  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 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 CMRT directly holds  approximately  0.1% of each of the outstanding
shares of Tremont and Valhi common stock.  Valhi  established the CMRT 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.

The Foundation  directly holds  approximately  3.1% of the  outstanding
Tremont  common  stock  and 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.

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.  Pursuant to Delaware law, Valhi treats the shares of Valhi common
stock that  Valmont and the  subsidiary  of the Company own directly as treasury
stock for voting  purposes and for the purposes of this Statement are not deemed
outstanding.

Mr.  Harold C.  Simmons is  chairman  of the board and chief  executive
officer of Valhi, VGI, National,  NOA, Dixie Holding,  Dixie Rice, Southwest and
Contran. Mr. Simmons is also chairman of the board of 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 that
Valhi and Tremont hold  directly.  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 of 69,475 Shares,  3,747
shares of Tremont  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.

(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) Contran,  Dixie Holding,  National,  Valhi and Tremont are Delaware
corporations.  VGI is a Nevada  corporation.  NOA is a Texas corporation and the
Foundation  is a Texas  non-profit  corporation.  Dixie Rice and  Southwest  are
Louisiana corporations.  The CMRT is governed by the laws of the state of Texas,
except as those laws are  superseded  by federal law.  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 4.  Purpose of Transaction.

No change to Item 4 except for the following:

Certain of the persons  named in Schedule B to this  Statement,  namely
Harold C. Simmons,  Glenn R. Simmons, J. Landis Martin and Susan E. Alderton 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
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.

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 2,000 Shares,
respectively. In addition, Harold C. Simmons holds stock options exercisable for
6,000  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) 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  80.5%
of the Outstanding Shares) directly held by Valhi and Tremont; and

(2) Harold C. Simmons may be deemed to be the beneficial owner
of the  40,428,406  Shares  (approximately  80.7%  of  the  Outstanding
Shares)  directly  held by Valhi,  Tremont,  Mr.  Simmons'  spouse  and
himself and including the 6,000 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
2,000 Shares that he holds  directly  and the 6,000 Shares that Mr.  Simmons can
acquire by exercise of stock options.

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

(1)  Tremont  may 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 2,000  Shares  that he holds
directly  and the 6,000  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.

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:  August 11, 2000

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

Signature

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

Date:  August 11, 2000

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

Signature

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

Date:  August 11, 2000

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

SCHEDULE A

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

J. LANDIS MARTIN, as chairman of the board, chief executive officer and
president of TREMONT CORPORATION.

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

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

Schedule B

Schedule B is hereby amended and restated as follows:

The  names of the  directors  and  executive  officers  of the  Contran
Corporation  ("Contran"),  Dixie Holding Company ("Dixie  Holding"),  Dixie Rice
Agricultural Corporation,  Inc. ("Dixie Rice"), Harold Simmons Foundation,  Inc.
(the "Foundation"),  National City Lines, Inc. ("National"),  NOA, Inc. ("NOA"),
Southwest  Louisiana  Land  Company,  Inc.  ("Southwest"),  Tremont  Corporation
("Tremont"),  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 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,   VGI  and
Valhi;  and treasurer of the Foundation.

Richard J. Boushka (2)                                     Principal of Boushka Properties, a private investment
firm; and a director of Tremont.

F. Murlyn Broussard (3)                                    Treasurer of Southwest.

Norman S. Edelcup (4)                                      Senior vice president of Item Processing of America Inc.,
a processing service bureau; and a director of Valhi.

Lisa Simmons Epstein                                       Director and president of the Foundation.

Edward J. Hardin (5)                                       Partner of the law firm of Rogers & Hardin LLP; and a
director of Valhi and CompX International Inc., a
manufacturer of ergonomic computer support systems,
precision ball bearing slides and security products that
is affiliated with Valhi ("CompX").

J. Mark Hollingsworth                                      Vice president and general counsel of Contran, Dixie
Holding, Dixie Rice, NOA, National, Southwest, VGI and
Valhi; and general counsel of the Foundation, CompX and
The Combined Master Retirement Trust, a trust 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   and   VGI;
senior vice president of    Dixie     Rice,
Southwest and Valhi.

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

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

J. Landis Martin (6)                                       President, chief executive officer and a director of the
Company; chairman of the board, president and chief
executive officer of Titanium Metals Corporation, a
producer of titanium metal products ("TIMET") that is
affiliated with Tremont; and chairman of the board,
president and chief executive officer of Tremont.

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

Harold M. Mire (7)                                         Vice president of Dixie Rice and Southwest.

Robert E. Musgraves (6)                                    Executive vice president-legal and administration 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, VGI  and  Valhi;  and
vice   president   of  Southwest.

Glenn R. Simmons                                           Vice chairman of the board of Contran, Dixie Holding,
NOA, National, VGI and Valhi; chairman of the board of
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
the Company, CompX, TIMET and Tremont.

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

Richard A. Smith (7)                                       Director and president of Dixie Rice.

Thomas P. Stafford (8)                                     Co-founder of Stafford, Burke and Hecker, Inc., a
consulting company; director of the Company, TIMET and
Tremont; and a director of Allied-Signal, Inc., CMI
Corporation and Seagate Technologies, Inc.

Avy H. Stein (9)                                           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,   VGI   and Valhi; vice president of  Dixie   Rice  and
Southwest.

J. Walter Tucker, Jr. (10)                                 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 (6)                                        Executive vice president and chief financial officer of
TIMET; and vice president, chief financial officer and
treasurer of Tremont.

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

----------

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

(2)  The principal business address for Mr. Boushka is 7701 East Kellogg,  Suite
650, Wichita, Kansas 67207.

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

(4)  The principal  business  address for Mr. Edelcup is 5190 N.W. 167th Street,
Suite 114, Miami, Florida 33014.

(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 Messrs. Martin, Musgraves and Wallace is
1999 Broadway, Suite 4300, Denver, Colorado 80202.

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

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

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

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