SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 67)*

                               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)

                                 October 9, 2002
                      (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)

                      21.3%

    14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                      CO







CUSIP No.  629156 40 7

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

                      Tremont Group, Inc.

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

             (a)  [  ]

             (b)  [  ]

     3       SEC USE ONLY



     4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

                      Not applicable

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


     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               7      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    10,215,541
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                     10,215,541

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      10,215,541

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

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

                      21.3%

    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)

                      83.9%

    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)

                      83.9%

    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)

                      83.9%

    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)

                      83.9%

    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)

                      83.9%

    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)

                      83.9%

    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)

                      83.9%

    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)

                      83.9%

    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)

                      83.9%

    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)

                      83.9%

    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

                                                         15,000
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    40,420,406
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                          15,000

                               10     SHARED DISPOSITIVE POWER

                                                     40,420,406

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      15,000

    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. 67
                                 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.

         Item 2 is 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 or Valhi (as described
below in this Statement),  by Tremont Group,  Inc.  ("TGI"),  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  62.7% and
21.3%, respectively,  of the 48,067,084 Shares outstanding as of October 9, 2002
according to  information  provided by the Company (the  "Outstanding  Shares").
Together,  Valhi and  Tremont  may be deemed to control the  Company.  TGI,  the
Company  and  Valhi  are the  holders  of  approximately  80.0%,  0.1% and 0.1%,
respectively,  of the outstanding shares of common stock of Tremont and together
may be deemed to control  Tremont.  Valhi and the Company are the direct holders
of approximately 80.0% and 20.0%, respectively,  of the outstanding common stock
of TGI.  Together  Valhi and the  Company  may be deemed to  control  TGI.  VGI,
National, Contran, the Foundation, the Contran Deferred Compensation Trust No. 2
(the "CDCT No. 2") and the CMRT are the direct holders of  approximately  80.6%,
9.5%,  2.1%,  1.4%, 0.4% and 0.1%,  respectively,  of the common stock of Valhi.
Together,  VGI,  National and Contran may be deemed to control Valhi.  National,
NOA and Dixie Holding are the direct holders of approximately  73.3%,  11.4% and
15.3%, respectively, of the outstanding common stock of VGI. Together, National,
NOA and Dixie  Holding  may be deemed to control  VGI.  Contran  and NOA are the
direct  holders  of  approximately  85.7%  and  14.3%,   respectively,   of  the
outstanding  common  stock of  National  and  together  may be deemed to control
National.  Contran and Southwest are the direct holders of  approximately  49.9%
and 50.1%, respectively, of the outstanding common stock of NOA and together may
be  deemed  to  control  NOA.  Dixie  Rice is the  direct  holder of 100% of the
outstanding  common  stock of Dixie  Holding and may be deemed to control  Dixie
Holding.  Contran is the holder of 100% of the outstanding common stock of Dixie
Rice and may be deemed to  control  Dixie  Rice.  Contran  is also the holder of
approximately  88.9% of the  outstanding  common stock of  Southwest  and may be
deemed to control Southwest.

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

         The Foundation  directly holds  approximately  1.4% of the  outstanding
Valhi common  stock.  The  Foundation is a tax-exempt  foundation  organized for
charitable  purposes.  Harold C.  Simmons is the chairman of the board and chief
executive officer of the Foundation and may be deemed to control the Foundation.

         The CDCT No. 2 directly  holds  approximately  0.4% of the  outstanding
Valhi common stock. U.S. Bank National  Association serves as the trustee of the
CDCT No. 2. Contran  established the CDCT No. 2 as an irrevocable  "rabbi trust"
to assist Contran in meeting certain deferred  compensation  obligations that it
owes to Harold C. Simmons.  If the CDCT No. 2 assets are insufficient to satisfy
such  obligations,   Contran  is  obligated  to  satisfy  the  balance  of  such
obligations  as they come due.  Pursuant to the terms of the CDCT No. 2, Contran
(i) retains the power to vote the shares of Valhi common stock held  directly by
the CDCT No. 2, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.

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

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

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

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

         Harold C.  Simmons'  spouse is the direct owner of 69,475  Shares.  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  office of Tremont  is 1999  Broadway,  Suite  4300,
Denver, Colorado 80202. The principal offices of TGI, Valhi, VGI, National, NOA,
Dixie  Holding,  Contran,  the CMRT and the  Foundation  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 office of Dixie
Rice is 600 Pasquiere Street, Gueydan,  Louisiana 70542. The principal office 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)  Tremont  is  principally   engaged  through  the  Company  in  the
production  of titanium  dioxide  pigments  and through  other  companies in the
production of titanium metal products and in real estate development.

         TGI is engaged in holding shares of Tremont common stock.

         In addition to activities  engaged in through Tremont,  the Company and
the  companies  they may be deemed to control,  Valhi is engaged  through  other
companies in the 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 it 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.

         The  CMRT  is 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 employee benefit plans the 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)  Contran,  Dixie  Holding,  National,  Valhi,  TGI 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 J.
Landis  Martin,  Thomas P.  Stafford,  Glenn R.  Simmons,  Harold C. Simmons and
Steven L. Watson are directors or officers of the Company and may acquire Shares
from time to time pursuant to benefit  plans that the Company  sponsors or other
compensation arrangements with the Company.

         Except as described in this Item 4, none of the Reporting  Persons nor,
to the best  knowledge of such persons,  any other person named in Schedule B to
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 5,000 Shares,
respectively. In addition, Harold C. Simmons holds stock options exercisable for
10,000 Shares,  only 8,000 of which stock options are vested or will vest within
60 days of the filing of this Statement.

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

                  (1)  Tremont  and TGI may each be deemed to be the  beneficial
         owner of the 10,215,541 Shares  (approximately 21.3% of the Outstanding
         Shares) directly held by Tremont;

                  (2) Valhi,  VGI,  National,  NOA, Dixie  Holding,  Dixie Rice,
         Southwest,  Contran,  the CMRT and the Foundation may each be deemed to
         be the beneficial owner of the 40,350,931 Shares  (approximately  83.9%
         of the Outstanding Shares) directly held by Valhi and Tremont; and

                  (3) Harold C. Simmons may be deemed to be the beneficial owner
         of the  40,435,406  Shares  (approximately  84.1%  of  the  Outstanding
         Shares)  directly  held by Valhi,  Tremont,  Mr.  Simmons'  spouse  and
         himself and including the 10,000 Shares that Mr. Simmons can acquire by
         exercise of stock options (only 8,000 of which stock options are vested
         or will vest within 60 days of the filing of this Statement).

         Mr. Simmons disclaims  beneficial  ownership of all Shares,  except the
5,000 Shares that he holds  directly and the 10,000 Shares that Mr.  Simmons can
acquire by exercise  of stock  options  (only  8,000 of which stock  options are
vested or will vest within 60 days of the filing of this Statement).

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

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

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

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

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

                  (4) Harold C. Simmmons may be deemed to have the sole power to
         vote and  direct  the  disposition  of the 5,000  Shares  that he holds
         directly  and the 10,000  shares  that he can  acquire  pursuant to the
         exercise of stock options (only 8,000 of which stock options are vested
         or will 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.

         (e) The Company dissolved Tremont Holdings, LLC on September 25, 2002.





                                    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 21, 2002




                                                          /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 21, 2002




                                                          /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 21, 2002





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





                                   SCHEDULE A


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


J. LANDIS MARTIN, as president of:

TREMONT CORPORATION

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

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






         Schedule B is hereby amended and restated as follows:

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

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

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

Thomas E. Barry (1)                 Vice  president  for  executive  affairs  at
                                    Southern Methodist  University and professor
                                    of  marketing  in the Edwin L. Cox School of
                                    Business at Southern  Methodist  University;
                                    and a director of Valhi.

Norman S. Edelcup (2)               Senior vice president  business  development
                                    of  Florida  Savings  Bancorp;  director  of
                                    Valhi;  and  trustee of the Baron  Funds,  a
                                    mutual fund group.

Lisa Simmons Epstein                Director and president of the Foundation.

Edward J. Hardin (3)                Partner  of the law firm of  Rogers & Hardin
                                    LLP; and a director of Valhi.

J. Mark Hollingsworth               Vice   president  and  general   counsel  of
                                    Contran,    Dixie   Holding,   Dixie   Rice,
                                    National,  NOA,  Southwest,   TGI,  VGI  and
                                    Valhi;  general  counsel of the  Foundation,
                                    CompX  International Inc., a manufacturer of
                                    ergonomic    computer    support    systems,
                                    precision  ball bearing  slides and security
                                    products  that  is  affiliated   with  Valhi
                                    ("CompX"),    and   The   Combined    Master
                                    Retirement  Trust, a trust Valhi established
                                    to  permit  the  collective   investment  by
                                    master  trusts that  maintain  the assets of
                                    certain  employee  benefit  plans  Valhi and
                                    related  companies  adopt (the "CMRT");  and
                                    acting    general    counsel   of   Keystone
                                    Consolidated Industries,  Inc. ("Keystone"),
                                    a  manufacturer  of steel rod, wire and wire
                                    products that is affiliated with Contran.

Keith A. Johnson                    Controller of the Foundation.

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

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

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

J. Landis Martin (4)                President,  chief  executive  officer  and a
                                    director  of  NL   Industries,   Inc.   (the
                                    "Company"); chairman of the board, president
                                    and chief  executive  officer of Tremont and
                                    Titanium Metals  Corporation,  a producer of
                                    titanium  metals products that is affiliated
                                    with Tremont ("TIMET").

Andrew McCollam, Jr. (5)            President   and  a  director  of  Southwest;
                                    director  of  Dixie  Rice;   and  a  private
                                    investor.

W. Hayden McIlroy (6)               Private  investor  primarily in real estate;
                                    and a director  of Tremont,  Med  Images,  a
                                    medical  information   company,   and  Cadco
                                    Systems,  Inc., a manufacturer  of emergency
                                    alert systems.

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

Robert E. Musgraves (4)             Executive vice president and general counsel
                                    of  TIMET;   and  vice  president,   general
                                    counsel and secretary of Tremont.

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

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

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

Richard A. Smith (7)                Vice president of Dixie Rice.

Thomas P. Stafford (8)              Co-founder  of  Stafford,  Burke and Hecker,
                                    Inc., a consulting company;  director of the
                                    Company,  Tremont and TIMET;  and a director
                                    of CMI Corporation and The Wackenhut Corp.

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

J. Walter Tucker, Jr. (9)           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 (4)                 Executive vice  president,  chief  financial
                                    officer  and  treasurer  of TIMET;  and vice
                                    president,   chief  financial   officer  and
                                    treasurer of Tremont.

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

Terry N. Worrell (10)               Associated with Worrell Investments, Inc., a
                                    real  estate  investment   company;   and  a
                                    director of Tremont and Regency  Centers,  a
                                    publicly   traded    developer/operator   of
                                    shopping centers.

----------

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

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

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

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

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

(6)      The  principal  business  address  for Mr.  McIlroy is 6116 N.  Central
         Expressway, Dallas, Texas 75206.

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

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

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

(10)     The principal business address for Mr. Worrell is 6909 Vassar,  Dallas,
         Texas 75205.





                                   SCHEDULE C

         Schedule C is hereby amended and restated as follows:

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



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

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

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

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

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

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

J. Mark Hollingsworth (2)                                       500                     -0-                  500

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

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

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

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

J. Landis Martin                                             10,500                 330,400              340,900

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

W. Hayden McIlroy                                               -0-                     -0-                  -0-

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

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

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

Glenn R. Simmons                                              3,000                   8,000               11,000

Harold C. Simmons (3)                                         5,000                   8,000               13,000

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

Thomas P. Stafford                                            3,000                   4,000                7,000

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

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

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

Steven L. Watson                                              6,000                   2,000                8,000

Terry N. Worrell                                                -0-                     -0-                  -0-


----------

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

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

(3)      Mr. Simmons may be deemed to possess indirect  beneficial  ownership of
         the Shares as  described  in Item 5 of this  Statement.  Item 5 of this
         Statement  reports all Shares issuable  pursuant to the exercise of Mr.
         Simmons'  stock options,  regardless of vesting,  while this Schedule C
         reports only those Shares that Mr.  Simmons can receive  within 60 days
         of the date of this Statement  upon exercise of his stock options.  Mr.
         Simmons  disclaims  beneficial  ownership of all Shares  except for the
         5,000  Shares  that he holds  directly  and the 10,000  Shares that Mr.
         Simmons can acquire by exercise of stock  options  (only 8,000 of which
         stock  options  are vested or will vest within 60 days of the filing of
         this Statement).