UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)

                             KRONOS WORLDWIDE, INC.
                                (Name of Issuer)

                          Common Stock, $0.01 par value
                         (Title of Class of Securities)

                                   50105F 10 5
                                 (CUSIP Number)

                                December 31, 2004
             (Date of Event Which Requires Filing of this Statement)

     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

         [ ]   Rule 13d-1(b)

         [ ]   Rule 13d-1(c)

         [ X ] Rule 13d-1(d)

     *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).





CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      TIMET Finance Management Company

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                         3,985
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                          3,985

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      3,985

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      0.0%

    12       TYPE OF REPORTING PERSON

                      CO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      Titanium Metals Corporation

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                         3,985
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                          3,985

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      3,985

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      0.0%

    12       TYPE OF REPORTING PERSON

                      CO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      NL Industries, Inc.

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      New Jersey

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    18,251,921
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                     18,251,921

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      18,251,921

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      37.3%

    12       TYPE OF REPORTING PERSON

                      CO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      Tremont LLC

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    23,620,031
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                     23,620,031

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      23,620,031

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      48.3%

    12       TYPE OF REPORTING PERSON

                      OO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      Valhi, Inc.

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    45,875,540
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                     45,875,540

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      45,875,540

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      93.7%

    12       TYPE OF REPORTING PERSON

                      CO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      Valhi Group, Inc.

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Nevada

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    45,875,540
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                     45,875,540

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      45,875,540

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      93.7%

    12       TYPE OF REPORTING PERSON

                      CO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      National City Lines, Inc.

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    45,875,540
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                     45,875,540

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      45,875,540

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      93.7%

    12       TYPE OF REPORTING PERSON

                      CO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      NOA, Inc.

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    45,875,540
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                     45,875,540

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      45,875,540

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      93.7%

    12       TYPE OF REPORTING PERSON

                      CO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      Dixie Holding Company

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    45,875,540
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                     45,875,540

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      45,875,540

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      93.7%

    12       TYPE OF REPORTING PERSON

                      CO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      Dixie Rice Agricultural Corporation, Inc.

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Louisiana

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    45,875,540
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                     45,875,540

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      45,875,540

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      93.7%

    12       TYPE OF REPORTING PERSON

                      CO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      Southwest Louisiana Land Company, Inc.

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Louisiana

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    45,875,540
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                     45,875,540

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      45,875,540

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      93.7%

    12       TYPE OF REPORTING PERSON

                      CO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      Contran Corporation

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    45,875,540
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                     45,875,540

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      45,875,540

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      93.7%

    12       TYPE OF REPORTING PERSON

                      CO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      The Combined Master Retirement Trust

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    45,875,540
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                     45,875,540

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      45,875,540

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      93.7%

    12       TYPE OF REPORTING PERSON

                      EP







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      Harold Simmons Foundation, Inc.

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Texas

                               5      SOLE VOTING POWER

                                                            -0-
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    45,875,540
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               8      SHARED DISPOSITIVE POWER

                                                     45,875,540

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      45,875,540

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [  ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      93.7%

    12       TYPE OF REPORTING PERSON

                      CO







CUSIP No.  50105F 10 5

     1       NAME OF REPORTING PERSON

                      Harold C. Simmons

                      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)  [   ]

             (b)  [   ]

     3       SEC USE ONLY



     4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      USA

                               5      SOLE VOTING POWER

                                                          4,110
        NUMBER OF
          SHARES               6      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                    45,911,516
           EACH
        REPORTING              7      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                           4,110

                               8      SHARED DISPOSITIVE POWER

                                                     45,911,516

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      4,110

    10       CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
             SHARES  [ X ]

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      0.0%

    12       TYPE OF REPORTING PERSON

                      IN







                                  SCHEDULE 13G

Item 1(a).     Name of Issuer:

               Kronos Worldwide, Inc., a Delaware corporation (the "Company").

Item 1(b).     Address of Issuer's Principal Executive Offices:

               Three Lincoln Centre
               5430 LBJ Freeway, Suite 1700
               Dallas, Texas   75240-2697

Items 2(a).    Name of Person Filing:

               The following  entities or person  (collectively,  the "Reporting
               Persons") are filing this statement:

                    (i)    TIMET Finance  Management  Company ("TFMC"),  Tremont
                           LLC  ("Tremont"),  NL  Industries,  Inc.  ("NL")  and
                           Valhi,  Inc.  ("Valhi)  as direct  holders  of shares
                           ("Shares")  of  common  stock,  par  value  $0.01 per
                           share, of the Company;

                    (ii)   Titanium Metals Corporation  ("TIMET"),  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")  by virtue of their  direct or indirect
                           ownership of TFMC, Tremont, NL or Valhi; and

                    (iii)  Harold C.  Simmons  by virtue of his and his spouse's
                           direct  holdings  of Shares  and his  positions  with
                           Contran  and  certain  of  the  other   entities  (as
                           described in this statement).



Item 2(b).     Address of Principal Business Office or, if none, Residence:

               The  principal  business  office of TFMC is 300 Delaware  Avenue,
               Suite 900,  Wilmington,  Delaware 19801.  The principal  business
               office of TIMET is 1999 Broadway,  Suite 4300,  Denver,  Colorado
               80202. The principal business office of NL, Tremont,  Valhi, VGI,
               National,   NOA,  Dixie  Holding,   Contran,  the  CMRT  and  the
               Foundation  is 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.

Item 2(c).     Citizenship:

               Contran,  Dixie  Holding,  National,  Valhi  TFMC and  TIMET  are
               Delaware corporations. NL is a New Jersey corporation. Tremont is
               a  Delaware   limited   liability   company.   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 is a citizen of the United States.

Item 2(d).     Title of Class of Securities:

               Common stock, par value $0.01 per share.

Item 2(e).     CUSIP Number:

               50105F 10 5

Item 3.        If this statement is filed pursuant to sections  240.13d-1(b)  or
               240.13d-2(b)  or (c), check whether the person filing is a:

               (a)  [   ]  Broker or  dealer registered under section 15  of the
                           Act (15 U.S.C. 78o);

               (b)  [   ]  Bank as defined in section 3(a)(6) of the  Act (15 U.
                           S.C. 78c);

               (c)  [   ]  Insurance company as defined in section  3 (a)(19) of
                           the Act (15 U.S.C. 78c);

               (d)  [   ]  Investment  Company   registered  under  section 8 of
                           the Investment Company Act (15 U.S.C. 80a-8);

               (e)  [   ]  Investment adviser in accordance with  section 240.13
                           d-1(b)(1)(ii)(E);

               (f)  [   ]  An   employee   benefit   plan or  endowment  fund in
                           accordance    with   section 240.13d-1(b)(1)(ii)(F);

               (g)  [   ]  A   parent   holding    company  or   control  person
                           in accordance with section 240.13d-1(b)(1)(ii)(G);

               (h)  [   ]  A savings  association as defined in section  3(b) of
                           the Federal Deposit Insurance Act (12 U.S.C. 1813);

               (i)  [   ]  A church plan that  is excluded from  the  definition
                           of an investment  company under section  3(c)(14) of
                           the  Investment  Company  Act  of  1940  (15  U.S.C.
                           80a-3); or

               (j)  [   ]  Group, in accordance  with  section   240.13d-1(b)(1)
                           (ii)(J).



Item 4.        Ownership (as of December 31, 2004).

                    (a)    Amount Beneficially Owned:

                    (b)    Percent of Class:

                           By virtue of the relationships described under Item 7
                           of this statement, as of December 31, 2004:

                           (1) TFMC and TIMET may be deemed to own  beneficially
                               the  3,985  Shares  (approximately  0.0%  of  the
                               outstanding Shares) that TFMC held directly;

                           (2) NL  may  be  deemed  to  own   beneficially   the
                               18,251,921  Shares  (approximately  37.3%  of the
                               outstanding Shares) that NL held directly;

                           (3) Tremont  may be  deemed to own  beneficially  the
                               23,620,031  Shares  (approximately  48.3%  of the
                               outstanding  Shares)  that TFMC,  NL and  Tremont
                               held directly;

                           (4) Valhi, VGI, National,  NOA, Dixie Holding,  Dixie
                               Rice,  Southwest,   Contran,  the  CMRT  and  the
                               Foundation may be deemed to own  beneficially the
                               45,875,540  Shares  (approximately  93.7%  of the
                               outstanding  Shares) that TFMC,  NL,  Tremont and
                               Valhi held directly; and

                           (5) Harold   C.   Simmons   may  be   deemed  to  own
                               beneficially the 45,915,626 Shares (approximately
                               93.8% of the  outstanding  Shares) that TMFC, NL,
                               Tremont, Valhi, his spouse and he held directly.



               (c) Number of shares as to which the person has:

                    (i)    Sole power to vote or to direct the vote:

                           As of December  31,  2004,  Harold C. Simmons had the
                           sole power to vote or direct the disposition of 4,110
                           Shares.

                    (ii)   Shared power to vote or to direct the vote:

                           By virtue of the relationships described under Item 7
                           of this statement, as of December 31, 2004:

                           (1) TFMC and  TIMET  may be deemed to share the power
                               to vote or direct  the  disposition  of the 3,985
                               Shares  (approximately  0.0%  of the  outstanding
                               Shares) that TFMC held directly;

                           (2) NL may be  deemed  to share  the power to vote or
                               direct the  disposition of the 18,251,921  Shares
                               (approximately  37.3% of the outstanding  Shares)
                               that NL held directly;

                           (3) Tremont  may be deemed to share the power to vote
                               or  direct  the  disposition  of  the  23,620,031
                               Shares  (approximately  48.3% of the  outstanding
                               Shares) that TFMC, NL and Tremont held directly;

                           (4) Valhi, VGI, National,  NOA, Dixie Holding,  Dixie
                               Rice,  Southwest,   Contran,  the  CMRT  and  the
                               Foundation  may have be deemed to share the power
                               to  vote  or  direct  the   disposition   of  the
                               45,875,540  Shares  (approximately  93.7%  of the
                               outstanding  Shares)  that  TFMC,  NL,  Valhi and
                               Tremont held directly; and

                           (5) Harold  C.  Simmons  may be  deemed  to share the
                               power to vote or direct  the  disposition  of the
                               45,911,516  Shares  (approximately  93.8%  of the
                               outstanding  Shares) that NL, Valhi,  Tremont and
                               his spouse held directly.



                    (iii)  Sole power to dispose or direct the disposition of:

                           See the response to Item 4(c)(i) of this statement.

                    (iv)   Shared power to dispose or to direct the  disposition
                           of:

                           See the response to Item 4(c)(ii) of this statement.

Item 5.        Ownership of Five Percent or Less of a Class.

               Not applicable.

Item 6.        Ownership of More than Five Percent on Behalf of Another Person.

               Not applicable.

Item 7.        Identification   and  Classification  of  the  Subsidiary   Which
               Acquired the  Security  Being  Reported on By the Parent  Holding
               Company or Control Person.

               See  Schedule  B  attached  hereto  and  incorporated  herein  by
               reference.

Item 8.        Identification and Classification of Members of the Group.

               Not applicable.



Item 9.        Notice of Dissolution of Group.

               Not applicable.

Item 10.       Certification.

               Not applicable.




                                    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:  February 4, 2005


                                                    /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:  February 4, 2005


                                                    /s/ Steven L. Watson
                                                    ----------------------------
                                                    Steven L. Watson
                                                    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:  February 4, 2005


                                                    /s/ Gregory M. Swalwell
                                                    ----------------------------
                                                    Gregory M. Swalwell
                                                    Signing in the
                                                    capacity 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.


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 LLC
VALHI GROUP, INC.
VALHI, INC.


GREGORY M. SWALWELL, as vice president of each of:

NL INDUSTRIES, INC.
TIMET FINANCE MANAGEMENT COMPANY
TITANIUM METALS CORPORATION





                                   SCHEDULE B


     The  following  information  is  presented  as of December  31,  2004.  All
capitalized  terms in this Schedule B have the same meanings given such terms in
the statement to which this Schedule B is a part.

          Valhi,  NL,  Tremont  and TFMC were the direct  holders of  22,255,509
     Shares (45.5%),  18,251,921  Shares (37.3%),  5,364,125  Shares (11.0%) and
     3,985 Shares (0.0%),  respectively,  of the outstanding  Shares.  Together,
     Valhi, NL and Tremont may be deemed to control the Company.

          TIMET is the direct holder of 100% of the outstanding shares of common
     stock of TFMC  and may be  deemed  to  control  TFMC.  Tremont,  Harold  C.
     Simmons' spouse, the CMRT and Valhi are the holders of approximately 39.6%,
     14.4%,  12.1% and 1.3% of the  outstanding  shares of TIMET  common  stock.
     Tremont  may be deemed to control  TIMET.  The  ownership  of Mr.  Simmons'
     spouse  is  based  on the  1,600,000  shares  of  TIMET's  6 3/4%  Series A
     Convertible  Preferred  Stock,  par value  $0.01 per share  (the  "Series A
     Preferred  Stock"),  that she directly  owns,  which are  convertible  into
     2,666,666  shares of TIMET common stock.  The  ownership of Valhi  includes
     24,500  shares of TIMET  common  stock  that Valhi has the right to acquire
     upon  conversion  of 14,700  shares of Series A Preferred  Stock that Valhi
     directly holds. The percentage ownership of TIMET common stock held by each
     of Ms. Simmons and Valhi assumes the full  conversion of only the shares of
     Series A Preferred Stock she or Valhi owns, respectively.

          Valhi,  Tremont  and TFMC were the  direct  holders  of  approximately
     62.2%, 21.1% and 0.5%, respectively, of the outstanding shares of NL common
     stock.  Together,  Valhi and Tremont may be deemed to control NL. Valhi was
     the direct holder of 100% of the membership interests of Tremont and may be
     deemed to control Tremont.

          VGI,  National,   Contran,   the  Foundation,   the  Contran  Deferred
     Compensation  Trust No. 2 (the  "CDCT No.  2") and the CMRT were the direct
     holders of 77.6%,  9.1%,  3.4%, 0.9%, 0.4% and 0.1%,  respectively,  of the
     outstanding common stock of Valhi. Together,  VGI, National and Contran may
     be deemed to control Valhi. National, NOA and Dixie Holding were 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 were 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  were 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 was the  direct  holder of 100% of the
     outstanding  common  stock of Dixie  Holding  and may be deemed to  control
     Dixie  Holding.  Contran was the holder of 100% of the  outstanding  common
     stock of Dixie Rice and may be deemed to control  Dixie  Rice.  Contran was
     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 was held by
     trusts established for the benefit of certain children and grandchildren of
     Harold  C.  Simmons  (the  "Trusts"),  of which  Mr.  Simmons  was 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 held.

          The Foundation  directly held  approximately  0.9% of the  outstanding
     shares of Valhi common stock.  The  Foundation  is a tax-exempt  foundation
     organized for charitable purposes. Harold C. Simmons is the chairman of the
     board of the Foundation and may be deemed to control the Foundation.

          The CDCT No. 2 directly  held  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 held  approximately  12.1% of the outstanding shares
     of TIMET  common stock and 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.



          NL  and a  subsidiary  of  NL  directly  owned  3,522,967  shares  and
     1,186,200 shares, respectively, of Valhi common stock. Pursuant to Delaware
     law,  Valhi  treats  the  shares  of  Valhi  common  stock  that NL and the
     subsidiary  of NL own as  treasury  stock for voting  purposes  and for the
     purposes of percentage calculations such shares are not deemed outstanding.

          Harold C.  Simmons is the  chairman  of the board and chief  executive
     officer of each of the Company and NL, vice chairman of the board of TIMET,
     and the  chairman of the board of each of Tremont,  Valhi,  VGI,  National,
     NOA, Dixie Holding, Dixie Rice, Southwest and Contran.

          By virtue of the holding of the offices,  the stock  ownership and his
     services as trustee,  all as described  above, (a) Harold C. Simmons may be
     deemed to control  such  entities  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  such  beneficial  ownership  of the  Shares  beneficially  owned
     directly  or  indirectly  by any  of  such  entities.  Mr.  Harold  Simmons
     disclaims  beneficial  ownership  of all Shares that  Valhi,  NL,   Tremont
     or TFMC directly hold.

          Harold C.  Simmons'  spouse  was the  direct  owner of 35,976  Shares,
     69,475  shares of NL common stock,  1,600,000  shares of Series A Preferred
     Stock,  which are convertible  into 2,666,666 shares of TIMET common stock,
     and 43,400 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.

          Harold C. Simmons  directly  held 4,110  Shares,  30,800  shares of NL
     common stock  (including  stock options  exercisable  for 6,000 shares) and
     3,383 shares of Valhi common stock.

          A trust of which Harold C. Simmons and his spouse are  co-trustees and
     the  beneficiaries  of which  are the  grandchildren  of his  spouse is the
     direct holder of 40,000 shares of Valhi common stock. Mr. Simmons disclaims
     beneficial ownership of these shares.