SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 15)*

                               TREMONT CORPORATION
                                (Name of Issuer)

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

                                   894745 20 7
                                 (CUSIP Number)

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

                                October 10, 2000
                      (Date of Event which requires Filing
                               of this Statement)

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

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

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

                         (Continued on following pages)






CUSIP No.  894745 20 7

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

                      Tremont Holdings, LLC

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

             (a)  [  ]

             (b)  [  ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      WC

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                        500,000

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      500,000

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

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

                      7.8%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      OO






CUSIP No.  894745 20 7

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

                      NL Industries, Inc.

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

             (a)  [  ]

             (b)  [  ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      WC

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      New Jersey

                               7      SOLE VOTING POWER

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

                               10     SHARED DISPOSITIVE POWER

                                                      1,036,167

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      1,036,167

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

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

                      16.2%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  894745 20 7

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

                      Valhi, Inc.

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

             (a)  [  ]

             (b)  [  ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      WC and BK

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                     5,044,588
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                      5,044,588

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      5,044,588

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

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

                      78.9%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  894745 20 7

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

                      Valhi Group, Inc.

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

             (a)  [  ]

             (b)  [  ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not Applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Nevada

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                     5,044,588
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                      5,044,588

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      5,044,588

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

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

                      78.9%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  894745 20 7

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

                      National City Lines, Inc.

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

             (a)  [  ]

             (b)  [  ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not Applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                     5,044,588
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                      5,044,588

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      5,044,588

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

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

                      78.9%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  894745 20 7

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

                      NOA, Inc.

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

             (a)  [  ]

             (b)  [  ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not Applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                     5,044,588
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                      5,044,588

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      5,044,588

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

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

                      78.9%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  894745 20 7

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

                      Dixie Holding Company

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

             (a)  [  ]

             (b)  [  ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not Applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                     5,044,588
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                      5,044,588

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      5,044,588

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

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

                      78.9%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  894745 20 7

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

                      Dixie Rice Agricultural Corporation, Inc.

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

             (a)  [  ]

             (b)  [  ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not Applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Louisiana

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                     5,044,588
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                      5,044,588

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      5,044,588

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

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

                      78.9%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  894745 20 7

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

                      Southwest Louisiana Land Company, Inc.

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

             (a)  [  ]

             (b)  [  ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not Applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Louisiana

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                     5,044,588
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                      5,044,588

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      5,044,588

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

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

                      78.9%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  894745 20 7

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

                      Contran Corporation

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

             (a)  [  ]

             (b)  [  ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not Applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                     5,044,588
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                      5,044,588

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      5,044,588

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

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

                      78.9%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  894745 20 7

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

                      Harold Simmons Foundation, Inc.

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

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not Applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                     5,044,588
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                      5,044,588

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      5,044,588

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

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

                      78.9%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO






CUSIP No.  894745 20 7

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

                      The Combined Master Retirement Trust

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

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not Applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                     5,048,094
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                      5,048,094

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      5,048,094

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

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

                      79.0%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      EP






CUSIP No.  894745 20 7

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

                      Harold C. Simmons

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

             (a)  [  ]

             (b)  [  ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      USA

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                     5,051,841
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                      5,051,841

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      -0-

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

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

                      0.0%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      IN






                                AMENDMENT NO. 15
                                 TO SCHEDULE 13D

         This  statement on Schedule  13D is hereby  amended and restated in its
entirety as set forth  below,  except for Items 3 and 4, which are only  amended
(collectively, this "Statement").

Item 1.  Security and Issuer.

         This Statement  relates to shares of the common stock,  $1.00 par value
per share (the "Shares"), of Tremont Corporation (the "Company").  The principal
executive  offices of the  Company  are  located at 1999  Broadway,  Suite 4300,
Denver, Colorado 80202.

Item 2.  Identity and Background.

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

         Valhi,  NL,  TRE  Holdings  and the  CMRT  are the  direct  holders  of
approximately 62.7%, 8.4%, 7.8% and 0.1%, respectively,  of the 6,393,258 Shares
outstanding as of July 31, 2000 according to the Company's  Quarterly  Report on
Form  10-Q for the  quarter  ended  June 30,  2000 (the  "Outstanding  Shares").
Together, Valhi, NL and TRE Holdings may be deemed to control the Company. NL is
the sole member of TRE Holdings and may be deemed to control TRE Holdings. Valhi
and the  Company  are the  direct  holders  of  approximately  60.1% and  20.4%,
respectively,  of the outstanding  common stock of NL and together may be deemed
to control NL. VGI,  National,  Contran,  the Foundation,  the Contran  Deferred
Compensation  Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct holders
of 81.7%, 9.5%, 1.7%, 0.5%, 0.4% and 0.1%, respectively,  of the common stock of
Valhi.  Together,  VGI,  National  and Contran  may be deemed to control  Valhi.
National,  NOA and Dixie Holding are the direct holders of approximately  73.3%,
11.4% and 15.3%, respectively, of the outstanding common stock of VGI. Together,
National,  NOA and Dixie  Holding may be deemed to control VGI.  Contran and NOA
are the direct holders of approximately  85.7% and 14.3%,  respectively,  of the
outstanding  common  stock of  National  and  together  may be deemed to control
National.  Contran and Southwest are the direct holders of  approximately  49.9%
and 50.1%, respectively, of the outstanding common stock of NOA and together may
be  deemed  to  control  NOA.  Dixie  Rice is the  direct  holder of 100% of the
outstanding  common  stock of Dixie  Holding and may be deemed to control  Dixie
Holding.  Contran is the holder of 100% of the outstanding common stock of Dixie
Rice  and may be  deemed  to  control  Dixie  Rice.  Contran  is the  holder  of
approximately  88.9% of the  outstanding  common stock of  Southwest  and may be
deemed to control Southwest.

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

         The  Combined  Master  Retirement  Trust (the  "CMRT")  directly  holds
approximately  0.1% of each of the Outstanding Shares and 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.

         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.

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

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

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

         Harold C. Simmons'  spouse is the direct owner of 3,747 Shares,  69,475
shares of NL common stock and 77,000 shares of Valhi common stock.  Mr.  Simmons
may be deemed to share indirect beneficial ownership of such shares. Mr. Simmons
disclaims all such beneficial ownership.

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

         (b) The  principal  offices of TRE Holdings and NL are located at 16825
Northchase  Drive,  Suite 1200,  Houston,  Texas 77060. The principal offices of
Valhi,  VGI,  National,  NOA,  Dixie Holding and Contran are located at, and the
business  address  of Harold C.  Simmons  is,  Three  Lincoln  Centre,  5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697. The principal business address of
Dixie Rice is 600 Pasquiere  Street,  Gueydan,  Louisiana  70542.  The principal
business address of Southwest is 402 Canal Street,  Houma,  Louisiana 70360. The
business  addresses of the remaining  directors  and  executive  officers of the
Reporting Persons are set forth on Schedule B to this Statement and incorporated
herein by reference.

         (c)      TRE Holdings is engaged in holding Shares.

         NL is engaged  through its  subsidiaries  in the production of titanium
dioxide pigments.

         In  addition  to  the   activities   engaged  in  through  NL  and  its
subsidiaries,  Valhi is primarily engaged through its other  subsidiaries in the
titanium metals,  ergonomic  computer  support  systems,  precision ball bearing
slides, security products and waste management industries.

         In  addition  to  activities  engaged  in  through  Valhi and the other
companies Valhi may be deemed to control, as described above, and in addition to
holding the  securities  described  above,  (i) VGI is engaged in holding  notes
receivable;  (ii) National is engaged in holding notes receivable and,  directly
or through  other  companies,  in real estate,  oil and gas  activities  and the
rental and sales of  compressors  and related  products;  (iii) Dixie Holding is
engaged  in  holding  preferred  stock of  Contran;  (iv) NOA is engaged in real
estate  and  holding  notes  receivable;  (v)  Dixie  Rice  is  engaged  in land
management, agriculture and oil and gas activities; (vi) Southwest is engaged in
land  management,  agriculture and oil and gas activities;  and (vii) Contran is
engaged through other companies in the production of, among other things,  steel
rod, wire and wire products.

         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.  The employee  benefit plans that the
master trusts  participating  in the CMRT fund are subject to the  provisions of
the Employee Retirement Income Security Act of 1974, as amended.

         The  Foundation is a tax-exempt  foundation  organized  for  charitable
purposes.

         (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) TRE Holdings is a Delaware limited liability  company.  NL is a New
Jersey  corporation.  Contran,  Dixie  Holding,  National and Valhi 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 3.  Source and Amount of Funds or Other Consideration.

         No change except for the addition of the following:

         The total amount of funds Valhi used to acquire the Shares purchased by
it as  reported in Item 5(c) was  $4,514,919.90  (including  commissions).  Such
funds were provided by Valhi's cash on hand and amounts Valhi borrowed under the
Credit  Agreement  dated as of  November  6,  1998  among  Valhi,  Inc.  and the
financial institutions from time to time that are a party thereto, as amended by
that certain  First  Amendment  Agreement  dated as of November 5, 1999 and that
certain Second Amendment Agreement dated as of November 3, 2000, copies of which
are attached as Exhibits 1, 2 and 3 to this Statement.

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

Item 4.  Purpose of Transaction.

         No change except for the addition of the following:

         Valhi  purchased the Shares  reported in Item 5(c) of this amendment in
order to increase its equity interest in the Company.

         If certain  Reporting  Persons  determine  that  filing a  consolidated
federal income tax return with the Company is desirable,  such Reporting Persons
could facilitate such result by purchasing additional Shares.

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

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

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

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

Item 5.  Interest in Securities of the Issuer.

         (a) Valhi, NL, TRE Holdings, Harold C. Simmons' spouse and the CMRT are
the direct beneficial owners of 4,008,421,  536,167, 500,000, 3,747 and 3,506 of
the Shares, respectively.

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

                  (1)  NL may  be  deemed  to be  the  beneficial  owner  of the
         1,036,167 Shares  (approximately  16.2% of the Outstanding Shares) that
         NL and TRE Holdings directly hold;

                  (2) Valhi,  VGI,  National,  NOA, Dixie  Holding,  Dixie Rice,
         Southwest,  Contran  and the  Foundation  may each be  deemed to be the
         beneficial  owner of the 5,044,588 Shares  (approximately  78.9% of the
         Outstanding Shares) that Valhi, NL and TRE Holdings directly hold;

                  (3) The CMRT may be deemed to be the  beneficial  owner of the
         5,048,094 Shares  (approximately  79.0% of the Outstanding Shares) that
         Valhi, NL, TRE Holdings and the CMRT directly hold; and

                  (4) Harold C. Simmons may be deemed to be the beneficial owner
         of the 5,051,841 Shares (approximately 79.0% of the Outstanding Shares)
         that Valhi, NL, TRE Holdings, Mr. Simmons' spouse and the CMRT directly
         hold.

         Except  to the  extent  of his  vested  beneficial  interest  in Shares
directly held by the CMRT, Mr.  Simmons  disclaims  beneficial  ownership of all
Shares.

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

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

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

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

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

                  (4) The CMRT may be  deemed  to  share  the  power to vote and
         direct the  disposition of the Shares that Valhi,  NL, TRE Holdings and
         the CMRT directly hold; and

                  (5) Harold C. Simmons may be deemed to share the power to vote
         and direct the disposition of the Shares that Valhi,  NL, TRE Holdings,
         Mr. Simmons' spouse and the CMRT directly hold.

         (c) The table  below sets forth all  transactions  in the Shares by the
Reporting  Persons since the last transaction by the Reporting  Persons reported
in Amendment No. 14 to this Schedule 13D. The Reporting  Persons effected all of
the following transactions on the New York Stock Exchange.
Number Approximate Price Per of Share (exclusive of Reporting Date Shares commissions) Transaction Person --------- ------- ------------- ----------- ------------ 10/04/00 9,000 $28.0000 Purchase Valhi 10/05/00 6,000 $28.0000 Purchase Valhi 10/06/00 20,000 $27.5000 Purchase Valhi 10/09/00 19,500 $27.0000 Purchase Valhi 10/10/00 10,500 $26.5238 Purchase Valhi 10/11/00 10,000 $26.5000 Purchase Valhi 10/12/00 20,000 $25.8750 Purchase Valhi 10/13/00 20,000 $25.5000 Purchase Valhi 10/16/00 20,000 $25.5000 Purchase Valhi 10/17/00 20,000 $25.1250 Purchase Valhi 10/19/00 17,400 $24.5000 Purchase Valhi
(d) Each of Valhi, NL, TRE Holdings, Mr. Simmons' spouse and the CMRT has the right to receive and the power to direct the receipt of dividends from, and proceeds from the sale of, the Shares directly held by such entity or person. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. 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. Exhibit 1 Credit Agreement dated as of November 6, 1998 among Valhi, Inc., the financial institutions from time to time that are a party thereto and Societe Generale, Southwest Agency, as the administrative agent, issuing bank and arranger (incorporated by reference to Exhibit 1 to Amendment 59 to the Schedule 13D filed on November 23, 1999 with the Securities and Exchange Commission by Tremont Corporation, Valmont Insurance Company, Valhi, Inc., Valhi Group, Inc., National City Lines, Inc., NOA, Inc., Dixie Holding Company, Dixie Rice Agricultural Corporation, Inc., Southwest Louisiana Land Company, Inc., Contran Corporation, The Combined Master Retirement Trust, the Harold Simmons Foundation, Inc. and Harold C. Simmons with respect to the common stock, par value $0.125 per share, of NL Industries, Inc.). Exhibit 2 First Amendment Agreement dated as of November 5, 1999 among Valhi, Inc., the financial institutions from time to time that are a party thereto and Societe Generale, Southwest Agency, as the administrative agent, issuing bank and arranger (incorporated by reference to Exhibit 2 to Amendment 60 to the Schedule 13D filed on December 14, 1999 with the Securities and Exchange Commission by Tremont Corporation, Valmont Insurance Company, Valhi, Inc., Valhi Group, Inc., National City Lines, Inc., NOA, Inc., Dixie Holding Company, Dixie Rice Agricultural Corporation, Inc., Southwest Louisiana Land Company, Inc., Contran Corporation, The Combined Master Retirement Trust, the Harold Simmons Foundation, Inc. and Harold C. Simmons with respect to the common stock, par value $0.125 per share, of NL Industries, Inc.). Exhibit 3* Second Amendment Agreement dated as of November 3, 2000 among Valhi, Inc., the financial institutions from time to time that are a party thereto and U.S. Bank National Association as the administrative agent, issuing bank and arranger. - ---------- * 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: October 24, 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: October 24, 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: October 24, 2000 /s/ Steven L. Watson ---------------------- Steven L. Watson Signing in the capacities listed on Schedule "A" attached hereto and incorporated herein by reference. SCHEDULE A HAROLD C. SIMMONS, in his individual capacity and as trustee for THE COMBINED MASTER RETIREMENT TRUST. J. LANDIS MARTIN, as president of each of: NL INDUSTRIES, INC. TREMONT HOLDINGS, LLC STEVEN L. WATSON, as president or vice president of each of: CONTRAN CORPORATION DIXIE HOLDING COMPANY DIXIE RICE AGRICULTURAL CORPORATION, INC. HAROLD SIMMONS FOUNDATION, INC. NATIONAL CITY LINES, INC. NOA, INC. SOUTHWEST LOUISIANA LAND COMPANY, INC. VALHI GROUP, INC. VALHI, INC. Schedule B The names of the directors and executive officers of Contran Corporation ("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice"), the Harold Simmons Foundation, Inc. (the "Foundation"), National City Lines, Inc. ("National"), NL Industries, Inc. ("NL"), NOA, Inc. ("NOA"), Southwest Louisiana Land Company, Inc. ("Southwest"), Valhi Group, Inc. ("VGI") and Valhi, Inc. ("Valhi"), and their present principal occupations are set forth below. Except as otherwise indicated, each such person is a citizen of the United States of America and the business address of each such person is 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
Name Present Principal Occupation - ----------------------------- --------------------------------------------------------- Susan E. Alderton (1) Vice president, treasurer and chief financial officer of NL and Tremont Holdings, LLC ("TRE Holdings"); and a director of Tremont Corporation (the "Company"). Eugene K. Anderson Vice president of Contran, Dixie Holding, Dixie Rice, NOA, National, Southwest, VGI and Valhi; and treasurer of the Foundation. Thomas E. Barry (2) Vice president for executive affairs at Southern Methodist University and professor of marketing in the Edwin L. Cox School of Business at Southern Methodist University; director of Valhi; and a director of Keystone Consolidated Industries, Inc. ("Keystone"), a manufacturer of steel rod, wire and wire products that is affiliated with Contran. F. Murlyn Broussard (3) Treasurer of Southwest. Joseph S. Compofelice (4) Director of NL and Titanium Metals Corporation, a producer of titanium metal products ("TIMET") that is affiliated with the Company. Norman S. Edelcup (5) Director of Valhi; and trustee of the Baron Funds, a mutual fund group. Lisa Simmons Epstein Director and president of the Foundation. David B. Garten (4) Vice president, general counsel and secretary of NL; and vice president and secretary of TRE Holdings. Edward J. Hardin (6) Partner of the law firm of Rogers & Hardin LLP; and a director of Valhi and CompX International Inc., a manufacturer of ergonomic computer support systems, precision ball bearing slides and security products that is affiliated with Valhi ("CompX"). Robert D. Hardy (4) Vice president and controller of NL and TRE Holdings. J. Mark Hollingsworth Vice president and general counsel of Contran, Dixie Holding, Dixie Rice, NOA, National, Southwest, VGI and Valhi; and general counsel of the Foundation, CompX and The Combined Master Retirement Trust, a trust established by Valhi to permit the collective investment by master trusts that maintain the assets of certain employee benefit plans Valhi and related companies adopt (the "CMRT"). Keith A. Johnson Controller of the Foundation. William J. Lindquist Director and senior vice president of Contran, Dixie Holding, NOA, National and VGI; senior vice president of Dixie Rice, Southwest and Valhi. A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding, Dixie Rice, NOA, National, Southwest, VGI, and Valhi. Kelly D. Luttmer Tax director of Contran, CompX, Dixie Holding, Dixie Rice, NOA, National, Southwest, VGI and Valhi. J. Landis Martin (7) President, chief executive officer and a director of NL; president of TRE Holdings; chairman of the board, president and chief executive officer of TIMET and the Company. Andrew McCollam, Jr. (3) President and a director of Southwest; director of Dixie Rice; and a private investor. Harold M. Mire (8) Vice president of Dixie Rice and Southwest. Bobby D. O'Brien Vice president and treasurer of Contran, Dixie Holding, Dixie Rice, NOA, National, VGI and Valhi; and vice president of Southwest. Kenneth R. Peak (9) President, chief executive officer and chairman of the board of Contango Oil & Gas Company, a publicly traded independent oil and gas exploration and production company; and a director of NL. Glenn R. Simmons Vice chairman of the board of Contran, Dixie Holding, NOA, National, VGI and Valhi; chairman of the board and chief executive officer of CompX; chairman of the board of Keystone; director and executive vice president of Southwest and Dixie Rice; and a director of NL, TIMET and the Company. Harold C. Simmons Chairman of the board and chief executive officer of Contran, Dixie Holding, Dixie Rice, the Foundation, NOA, National, Southwest, VGI and Valhi; chairman of the board of NL; director of the Company; and trustee and member of the trust investment committee of the CMRT. Richard A. Smith (8) Director and president of Dixie Rice. Thomas P. Stafford (10) Co-founder of Stafford, Burke and Hecker, Inc., a consulting company; director of NL, TIMET and the Company; and a director of Allied-Signal, Inc., CMI Corporation and Seagate Technologies, Inc. Gregory M. Swalwell Vice president and controller of Contran, Dixie Holding, NOA, National, VGI and Valhi; and vice president of Dixie Rice and Southwest. J. Walter Tucker, Jr. (11) President, treasurer and a director of Tucker & Branham, Inc., a mortgage banking, insurance and real estate company; vice chairman of the board of Keystone; a director of Valhi; and a member of the trust investment committee of the CMRT. Steven L. Watson Director and president of Contran, Dixie Holding, NOA, National, VGI and Valhi; director and executive vice president of Dixie Rice and Southwest; director, vice president and secretary of the Foundation; and a director of CompX, Keystone and TIMET. Lawrence A. Wigdor (4) Director and executive vice president of NL. - ----------
(1) The principal business address for Ms. Alderton is 70 East 55th Street, 8th Floor, New York, New York 10022. Ms. Alderton is a citizen of the United Kingdom. (2) The principal business address for Dr. Barry is Southern Methodist University, Perkins Administration Bldg. #224, Dallas, Texas 75275. (3) The principal business address for Messrs. Broussard and McCollam is 402 Canal Street, Houma, Louisiana 70360. (4) The principal business address for Messrs. Compofelice Garten, Hardy and Wigdor is Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas 77060. (5) The principal business address for Mr. Edelcup is 244 Atlantic Isles, Sunny Isles Beach, Florida 33160. (6) The principal business address for Mr. Hardin is 229 Peachtree Street, N.E., Suite 2700, Atlanta, Georgia 30303. (7) The principal business address for Mr. Martin is 1999 Broadway, Suite 4300, Denver, Colorado 80202. (8) The principal business address for Messrs. Mire and Smith is 600 Pasquiere Street, Gueydan, Louisiana 70542-0010. (9) The principal business address for Mr. Peak is 2702 Albans, Houston, Texas 77005. (10) The principal business address for Gen. Stafford is 1006 Cameron Street, Alexandria, Virginia 22314. (11) The principal business address for Mr. Tucker is 400 E. Central Boulevard, Orlando, Florida 32801. SCHEDULE C Based upon ownership filings with the Commission or upon information provided by the persons listed on Schedule B to this Statement, such persons may be deemed to own personally and beneficially Shares, as outlined below:
Name Shares Held Options Held (1) ------------------------------- ---------------- ---------------- Susan E. Alderton (2) 511 4,000 Eugene K. Anderson -0- -0- Thomas E. Barry -0- -0- F. Murlyn Broussard -0- -0- Joseph S. Compofelice -0- -0- Norman S. Edelcup -0- -0- Lisa Simmons Epstein 298 -0- David B. Garten 500 11,500 Edward J. Hardin -0- -0- Robert D. Hardy 318 -0- J. Mark Hollingsworth -0- -0- Keith A. Johnson 100 -0- William J. Lindquist -0- -0- A. Andrew R. Louis -0- -0- Kelly D. Luttmer -0- -0- J. Landis Martin (3) 150,428 60,000 Andrew McCollam, Jr. -0- -0- Harold M. Mire -0- -0- Bobby D. O'Brien -0- -0- Kenneth R. Peak -0- -0- Glenn R. Simmons 534 -0- Harold C. Simmons (4) 3,747 -0- Richard A. Smith 30 -0- Thomas P. Stafford -0- 4,000 Gregory M. Swalwell -0- -0- J. Walter Tucker, Jr. (5) 875 -0- Steven L. Watson 4,474 -0- Lawrence A. Wigdor -0- -0- - ----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of the date of this Statement of stock options. (2) Includes 11 Shares held by the trustee for the benefit of Ms. Alderton under the NL Industries, Inc. Retirement Savings Plan (the "NL Savings Plan"). (3) Includes (i) 520 Shares held by the trustee for the benefit of Mr. Martin under the NL Savings Plan, (ii) 1,800 Shares Mr. Martin's wife holds, (iii) 2,400 Shares the Martin Children's Trust No. II holds for which Mr. Martin is the sole trustee and (iv) 100 shares one of Mr. Martin's daughters hold. (4) These are Shares that Mr. Simmons' wife directly holds. Mr. Simmons may also be deemed to possess indirect beneficial ownership of the other Shares described in Item 5(a) of this Statement. Mr. Simmons disclaims beneficial ownership of all Shares, except to the extent of his vested beneficial interest in the Shares the CMRT holds. (5) Includes 525 Shares held by Statewide Guaranty Title Company of which Mr. Tucker owns 100% of the outstanding common stock. Exhibit Index Exhibit 1 Credit Agreement dated as of November 6, 1998 among Valhi, Inc., the financial institutions from time to time that are a party thereto and Societe Generale, Southwest Agency, as the administrative agent, issuing bank and arranger (incorporated by reference to Exhibit 1 to Amendment 59 to the Schedule 13D filed on November 23, 1999 with the Securities and Exchange Commission by Tremont Corporation, Valmont Insurance Company, Valhi, Inc., Valhi Group, Inc., National City Lines, Inc., NOA, Inc., Dixie Holding Company, Dixie Rice Agricultural Corporation, Inc., Southwest Louisiana Land Company, Inc., Contran Corporation, The Combined Master Retirement Trust, the Harold Simmons Foundation, Inc. and Harold C. Simmons with respect to the common stock, par value $0.125 per share, of NL Industries, Inc.). Exhibit 2 First Amendment Agreement dated as of November 5, 1999 among Valhi, Inc., the financial institutions from time to time that are a party thereto and Societe Generale, Southwest Agency, as the administrative agent, issuing bank and arranger (incorporated by reference to Exhibit 2 to Amendment 60 to the Schedule 13D filed on December 14, 1999 with the Securities and Exchange Commission by Tremont Corporation, Valmont Insurance Company, Valhi, Inc., Valhi Group, Inc., National City Lines, Inc., NOA, Inc., Dixie Holding Company, Dixie Rice Agricultural Corporation, Inc., Southwest Louisiana Land Company, Inc., Contran Corporation, The Combined Master Retirement Trust, the Harold Simmons Foundation, Inc. and Harold C. Simmons with respect to the common stock, par value $0.125 per share, of NL Industries, Inc.). Exhibit 3* Second Amendment Agreement dated as of November 3, 2000 among Valhi, Inc., the financial institutions from time to time that are a party thereto and U.S. Bank National Association as the administrative agent, issuing bank and arranger. Certain exhibits, annexes and similar attachments to this Exhibit 3 have not been filed; upon request, the Reporting Persons will furnish supplementally to the Commission a copy of any omitted exhibit, annex or attachment. - ---------- * Filed herewith.

                           SECOND AMENDMENT AGREEMENT

         This  Second  Amendment  Agreement  dated as of  November 3, 2000 (this
"Amendment")  among the parties hereto (i) amends the Credit  Agreement dated as
of November 6, 1998,  as amended by the First  Amendment  Agreement  dated as of
November  5, 1999 (as  amended,  hereinafter  called  the  "Credit  Agreement"),
between Valhi,  Inc., a Delaware  corporation (the "Borrower"),  the Banks party
thereto,  and the Administrative  Agent and Issuing Bank named therein, and (ii)
also amends the Pledge Agreement described in the Credit Agreement.  Capitalized
terms defined in the Credit Agreement and not otherwise  defined herein are used
herein with the meanings so defined.

         WHEREAS,  pursuant to Section 2.17 of the Credit Agreement the Borrower
has requested  that the Banks extend the Maturity  Date of the Credit  Agreement
for a period of 364 days; and

         WHEREAS,  Societe  Generale,  Southwest  Agency ("SG") has notified the
Borrower  and the Banks that SG has  decided to exit the  Credit  Agreement  for
strategic  reasons  and will no longer act as the  Administrative  Agent for the
Banks or as the  Issuing  Bank or as a Bank  thereunder  in the  event the other
Banks elect to renew the facility; and

         WHEREAS,  U.S.  Bank  National  Association  ("US  Bank") has agreed to
assume the  responsibilities  of the  Administrative  Agent for the Banks and to
become the Issuing Bank under the Credit Agreement,  and the Banks other than SG
(the  "Continuing  Banks") have elected to renew the facility in accordance with
the terms of the Credit Agreement, as amended by this Amendment;

         NOW,  THEREFORE,  in  consideration of the foregoing and for other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto hereby agree as follows:

         1. New  Agent.  The  parties  hereto  agree  that,  from and  after the
Amendment Effective Date (as hereinafter  defined),  (a) SG shall no longer be a
Bank or the  Administrative  Agent or the Issuing Bank or the Arranger under the
terms of the Credit  Agreement and the other Credit  Documents,  and (b) US Bank
shall for all purposes be the Agent,  the Issuing Bank,  and the Arranger  under
the Credit Agreement and the other Credit Documents.

         2.  Amendment  of  Credit  Agreement.  From  and  after  the  Amendment
Effective     Date,     the    Credit     Agreement     is    hereby     amended
as follows:

                  (a)       Section 1.01.  Section 1.01 is amended by:

                           (i) deleting the definition of "Societe  Generale" in
                  its entirety;

                           (ii) deleting  "Societe  Generale,  Southwest Agency"
                  from the definitions of the terms "Agent" and "Arranger"
                  and substituting therefor "U.S. Bank National Association;"

                           (iii) deleting  "Societe  Generale,  New York Branch"
                  from the  definition of the term "Base Rate" and  substituting
                  therefor "U.S. Bank National Association;"

                           (iv)  deleting  each  other   reference  to  "Societe
                  Generale,  Southwest Agency" or "Societe Generale"  throughout
                  the  Credit  Agreement   (including   without  limitation  the
                  Exhibits  thereto)  and  substituting  therefor a reference to
                  "U.S. Bank National Association;"

                           (v)  deleting  each  reference  to the  address of SG
                  throughout the Credit Agreement  (including without limitation
                  the Exhibits thereto) and substituting therefor the address of
                  U.S. Bank as set forth below its signature on this Amendment;

                           (vi) deleting the date  "September 16, 1998" from the
                  definition  of the term "Agent Fee  Letter"  and  substituting
                  therefor the date "October, 17, 2000"; and

                           (vi)  deleting  the date  "November 3, 2000" from the
                  definition  of  the  term  "Maturity  Date"  and  substituting
                  therefor the date "November 2, 2001".

                  (b)  Section  5.02.  Section  5.02 is  amended  by adding  the
         following new paragraph (i):

                           (i) Hostile Tender Offers.  Commence any tender offer
                  pursuant to Section  14(d)(1) of the  Exchange  Act to acquire
                  shares of stock of a Person that would  result in the Borrower
                  obtaining a Control  Percentage of such Person  without either
                  (i) the  prior  consent  of the 100% of the  Banks or (ii) the
                  agreement of such Person.

                  (d) Exhibit A.  Exhibit A attached to the Credit  Agreement is
         replaced in its  entirety  with  Exhibit A attached  to this Amendment.

                  (e) Exhibit F.  Exhibit F attached to the Credit  Agreement is
         replaced in its  entirety  with  Exhibit F attached  to this Amendment.

                  (f)  Annexes.  Annexes  I, II and III  attached  to the Credit
         Agreement  are  replaced in their  entirety  with Annexes I, II and III
         attached to this Amendment.

         3. Pledge Agreement.  From and after the Amendment  Effective Date, the
parties agree that US Bank shall, as successor Agent, be the holder of the liens
and security  interests created by the Pledge Agreement.  In order to effect the
intent of this transfer of liens and security interest to US Bank, as Agent from
and after the  Amendment  Effective  Date,  SG and the Borrower  shall notify NL
Industries  of such  transfer of liens and  security  interests  to US Bank with
respect to the Pledged  Shares issued by NL  Industries,  and the Borrower shall
thereafter cause NL Industries,  within 10 Business Days following the Amendment
Effective  Date, to send written notice to US Bank (i)  acknowledging  that such
liens and security  interests are held by US Bank,  (ii)  expressly  agreeing to
remit any and all dividends and  distributions  on account of the Pledged Shares
issued by NL Industries (other than cash dividends) remitted after the Amendment
Effective Date directly to US Bank, as Agent,  at US Bank's address as set forth
on Annex III to this  Amendment,  and (iii) upon  receipt of any notice  from US
Bank, as Agent,  that a Default has occurred and is continuing  under the Credit
Agreement,  to remit all cash dividends and any and all other  distributions  on
account of the Pledged  Shares issued by NL  Industries  directly to US Bank, as
Agent, at the same address. In addition,  the Borrower and US Bank, as successor
Agent and  individually as the new holder of the Collateral  Account referred to
in the Pledge Agreement,  as hereinafter  amended,  hereby agree that the Pledge
Agreement  is amended as follows  (it being  expressly  agreed  that SG and each
Continuing Bank, by their signatures below,  consent to such amendments and that
US Bank, as the new holder of the Collateral  Account, by its signature below as
a continuing  Bank,  consents to the  provisions of amended  Section 7(e) of the
Pledge Agreement described below):

                  (a)  Introduction  Paragraph  A.  Paragraph  A is  amended  by
         restating    such    paragraph    in   its    entirety    as   follows:

                           A. The Borrower has entered into the Credit Agreement
                  dated as of November  6, 1998,  as amended (as the same may be
                  further  amended from time to time,  the "Credit  Agreement"),
                  among the Borrower,  the financial  institutions party thereto
                  (the  "Banks"),  and U.S.  Bank National  Association,  as the
                  Agent, the Issuing Bank and the Arranger.

                  (b) Definitions.  The definition of "UCC" is hereby amended by
         replacing  each  reference to "Texas"  therein with a reference to "New
         York,"  and the  definition  of  "Collateral  Account"  in Section 1 is
         restated in its entirety as follows:

                           "Collateral   Account"   means  a   deposit   account
                  established  by the Agent with U.S. Bank National  Association
                  designated  as the  "Collateral  Account  US Bank  for  Valhi,
                  Inc.".

                  (c)  Section  6.  Section 6 is amended  by  deleting  "Societe
         Generale,  New York Branch" and substituting  therefor "U.S.
         Bank National Association."

                  (d)  Section  7.  Paragraph  (f) of  Section 7 is  amended  by
         deleting "Societe Generale,  New York Branch" and substituting therefor
         "U.S. Bank National  Association," and Paragraph (e) is restated in its
         entirety as follow:

                  (e) UCC  Provisions.  Each of the parties  hereto agrees that,
         for purposes of Article 8 and Article 9 of the UCC, (i) the  Collateral
         Account is a  "securities  account" (as defined in Section 8-501 of the
         UCC);   (ii)  U.S.   Bank   National   Association   is  a  "securities
         intermediary" (as defined in Section  8-102(a)(14) of the UCC) and U.S.
         Bank  National  Association's  "jurisdiction"  (for purposes of Section
         8-110 of the UCC) is the  State of New  York;  (iii)  the  Agent is the
         "entitlement holder" having the "security  entitlements" (as such terms
         are defined in Section  8-102 of the UCC) with respect to all financial
         assets  credited to the  Collateral  Account  (and the Agent will cause
         U.S.  Bank  National  Association  to identify the Agent as such in its
         records);  and (iv) all  investments  and instruments for the credit of
         the  Collateral  Account are to be treated as "financial  assets" under
         Section 8-102 of the UCC.  Each of the parties  hereto  further  agrees
         that,  for purposes of the UCC,  the  Borrower has granted,  and hereby
         confirms that it has granted,  to the Agent a security  interest in the
         Collateral Account and in all interests or security entitlements of the
         Borrower relating to the Collateral Account.

                  (e)  Section 19.  Section 19 is  restated  in its  entirety as
         follows:

                           This  Pledge   Agreement   shall  be   construed   in
                  accordance  with and  governed by the laws of the State of New
                  York, except as otherwise provided by mandatory  provisions of
                  law and except to the extent  that  remedies  provided  by the
                  laws of any  jurisdiction  other than New York are governed by
                  the laws of such jurisdiction.

         4. Outstanding SG Letter of Credit. The parties hereto agree as follows
with respect to SG's Letter of Credit No.40820 (the "SG Letter of Credit") which
was  issued  pursuant  to the  Credit  Agreement  before  giving  effect to this
Amendment  and  remains  the only  Letter of Credit  outstanding  as of the date
hereof:

                  (a) On or before the Amendment  Effective  Date,  the Borrower
         shall  deliver  to  SG  acceptable   cash   collateral  to  secure  the
         obligations of the Borrower in connection with the SG Letter of Credit.
         SG shall retain such cash  collateral  in its  possession  until the SG
         Letter of Credit is returned to SG for cancellation, whereupon SG shall
         return  such cash  collateral  to the  Borrower,  plus any  interest or
         earnings thereon.  The Borrower hereby grants to SG a security interest
         in such cash  collateral,  plus any  interest or earnings  thereon,  to
         secure the reimbursement obligations of the Borrower in connection with
         the SG Letter of Credit and agrees  that SG may apply the  proceeds  of
         such cash collateral to satisfy any such obligations of the Borrower in
         the event there is a drawing under the SG Letter of Credit prior to its
         return to SG for cancellation.

                  (b) On or after the  Amendment  Effective  Date, US Bank shall
         issue, as Issuing Bank under the Credit  Agreement,  as amended by this
         Amendment, a letter of credit for the benefit of the beneficiary of the
         SG Letter of Credit, in substantially the same form as the SG Letter of
         Credit and otherwise acceptable to the Borrower and to such beneficiary
         (hereinafter,  the US Bank Letter of Credit),  and shall  deliver it to
         the Borrower, whereupon the Borrower shall arrange with the beneficiary
         of the SG  Letter  of  Credit  for such US Bank  letter of Credit to be
         substituted for the SG Letter of Credit.

         5. Replacement  Notes. Each of SG, US Bank and Comerica agree to return
to the  Borrower,  following  the  Amendment  Effective  Date,  the Notes issued
pursuant to the Credit Agreement in their favor, marked on their face (i) in the
case of SG,  "cancelled"  and (ii) in the case of each of US Bank and  Comerica,
"replaced by note issued pursuant to Second Amendment Agreement."

         6.  Agreements  with respect to Societe  Generale.  Each of the parties
hereto  confirms and agrees that from and after the Amendment  Effective Date SG
shall no longer have obligations  under the Credit  Agreement as Agent,  Issuing
Bank,  Arranger or a Bank,  provided  however that SG shall  continue to benefit
from the  provisions  of Article VII of the Credit  Agreement  as to any actions
taken by it while it was Agent under the Credit  Agreement  and the other Credit
Documents.  SG and each of the  Banks  further  agree  that  from and  after the
Amendment  Effective  Date,  no Bank  other  than SG shall  have any  continuing
obligations in respect of the SG Letter of Credit.

         7.  Representations  and  Warranties;  No Default.  The Borrower hereby
represents  and warrants to each of the parties to this  Amendment  that each of
the  representations  and warranties set forth in the Credit  Agreement are true
and correct as of the date of this  Amendment and no Default has occurred and is
continuing as of the date of this Amendment.

         8. Effectiveness of Amendment. This Amendment shall become effective on
November 3, 2000 (the "Amendment  Effective Date") provided that US Bank, acting
as the new  Agent,  has  confirmed  in  writing  to each of the  parties to this
Amendment on such date that:

                  (a) Amendment Counterparts. US Bank has received a counterpart
         of this  Amendment  executed  by  each  of the  parties hereto,

                  (b) Borrower's Certificate. US Bank has received a Certificate
         of Secretary or Assistant Secretary of the Borrower which certifies (i)
         the title,  authority and true signature of the officer of the Borrower
         executing  this  Amendment  on  behalf of the  Borrower,  (ii) that the
         Borrower's  Certificate  of  Incorporation  and Bylaws have not changed
         since the  delivery of those  certified  to the Banks as of the date of
         the original closing of the Credit Agreement,  and (iii) resolutions of
         the Borrower's  Board of Directors  authorizing the continuation of the
         facility provided by the Credit Agreement, as amended hereby,

                  (c) Form U-1. US Bank has received a Federal  Reserve Form U-1
         dated as of November 3, 2000 duly  completed  and executed by the
         Borrower and US Bank in its capacity as the new Agent,

                  (d) New Notes.  US Bank has received (i) a Note payable to the
         order of US Bank in the principal amount of $25,000,000, and a Note
         payable to the order of Comerica Bank in the principal amount of
         $15,000,000,  each duly  executed  by the  Borrower  and in the form of
         Exhibit A attached to this Amendment,

                  (e) SG  Payoff  and  Cash  Collateral.  US Bank  has  received
         written  confirmation from SG that upon SG's receipt of the Required SG
         Payoff  Amount  (as  hereinafter   defined),   SG  shall  automatically
         thereafter  hold the  Pledged  Shares and Stock  Powers  referred to in
         paragraph  (f) below for the  benefit  of US Bank,  as Agent  under the
         Credit  Agreement,  as amended by this  Amendment  after giving  effect
         thereto,  and shall remit such  Pledged  Shares and Stock  Powers to US
         Bank  as  instructed  by US  Bank  on  the  Amendment  Effective  Date.
         "Required SG Payoff Amount" means an amount equal to the sum of (i) the
         cash collateral  contemplated  by Section 4 of this Amendment,  for the
         sole  benefit  of SG, to secure  the  Borrower's  obligations  to SG in
         connection  with the SG Letter of Credit,  and (ii) in its  capacity as
         Agent  (prior  to  giving  effect to this  Amendment)  for the  ratable
         benefit  of each Bank  (prior to giving  effect to this  Amendment)  an
         amount equal to the sum of (x) the aggregate  outstanding amount of the
         Advances,  together with accrued and unpaid interest  thereon,  and any
         accrued  and unpaid fees or other  amounts  due  pursuant to the Credit
         Agreement  as of the  Maturity  Date  (without  giving  effect  to this
         Amendment).

                  (f) Transfer of Pledged Shares and related items.  US Bank has
         received written confirmation from SG (i) that SG has in its possession
         all certificates  evidencing the Pledged Shares described in the Pledge
         Agreement,  Stock Powers with respect thereto  executed by the Borrower
         in blank, and each supplement to the Pledge  Agreement  delivered to SG
         prior to the date of this  Amendment  and  reflecting  the  addition of
         Pledged  Shares,  and (ii) that,  upon the request of US Bank following
         the Amendment Effective Date, SG shall deliver all of such certificates
         Stock Powers and  supplements to US Bank for holding as Agent under the
         terms of the Credit Documents.

         9.  Counterparts.  This  Amendment  may be  executed  in any  number of
counterparts which together shall constitute an instrument.

         10.  GOVERNING LAW. THIS AMENDMENT  SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK.

         11. ENTIRE AGREEMENT. THIS AMENDMENT AND THE CREDIT AGREEMENT AND OTHER
CREDIT DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES PERTAINING TO
THE  SUBJECT   MATTER   HEREOF  AND  THEREOF   AND   SUPERSEDE   ALL  PRIOR  AND
CONTEMPORANEOUS  AGREEMENTS,  UNDERTAKINGS,  UNDERSTANDINGS,  REPRESENTATIONS OR
OTHER ARRANGEMENTS,  WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF THE PARTIES
IN  CONNECTION   HEREWITH  EXCEPT  TO  THE  EXTENT  EXPRESSLY   INCORPORATED  OR
SPECIFICALLY REFERRED TO HEREIN OR THEREIN.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]






         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed  by their  respective  officers  duly  authorized  as of the date first
written above.

                       VALHI, INC.




                       By:______________________________
                       Name:____________________________
                       Title:___________________________


                       SOCIETE GENERALE, SOUTHWEST AGENCY


                       By:______________________________
                       Name:____________________________
                       Title:___________________________


                       U.S. BANK NATIONAL ASSOCIATION,
                       as new Administrative Agent, Issuing Bank
                       and Arranger



                       By:______________________________
                       Name:____________________________
                       Title:___________________________



                       CONTINUING BANKS:

                       COMERICA BANK



                       By:______________________________
                       Name:____________________________
                       Title:___________________________


                       U.S. BANK NATIONAL ASSOCIATION



                       By:______________________________
                       Name:____________________________
                       Title:___________________________








                        DEPARTING BANK:

                        SOCIETE GENERALE, SOUTHWEST AGENCY




                        By:______________________________
                        Name:____________________________
                        Title:___________________________







                                    EXHIBIT A

                                 PROMISSORY NOTE

$                                                             [date of issuance]
 ---------------------

         For  value  received,   the  undersigned,   Valhi,   Inc.,  a  Delaware
corporation  (the  "Borrower"),  hereby  promises  to pay to the  order  of (the
"Bank") the principal sum of ___________________  and no/100 Dollars ($ ) 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:
                                                           ---------------------











                                    EXHIBIT F

                  FORM OF US BANK LETTER OF CREDIT APPLICATION












                                     ANNEX I

                                   COMMITMENTS


Comerica             $15,000,000
USBank               $25,000,000
                     ------------
Total Commitments    $40,000,000










                                    ANNEX II

                      APPLICABLE LENDING OFFICES FOR BANKS









                                    ANNEX III

                              ADDRESSES FOR NOTICES