SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

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

CompX International Inc.
(Name of Issuer)

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

20563 10 1
(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)

December 20, 2000
(Date of Event which requires Filing
of this Statement)

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

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

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

(Continued on following pages)

CUSIP No.  20563 10 1

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

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                                       374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563 10 1

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                                       374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563 10 1

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                                       374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563 10 1

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                                       374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563 10 1

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                                       374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563 10 1

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                                       374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563 10 1

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                                       374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563 10 1

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                                       374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563 10 1

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                                       374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

EP

CUSIP No.  20563 10 1

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                                       374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563 10 1

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

Harold C. Simmons

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

USA

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                       374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

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

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

0.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

AMENDMENT NO. 1
TO SCHEDULE 13D

This amended  statement on Schedule 13D (this  "Statement")  relates to
the class A common stock,  par value $0.01 per share (the "Class A Shares"),  of
CompX International Inc., a Delaware corporation (the "Company").  Items 2 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 Class A Shares,  which  purchases  have increased the percentage of
outstanding Shares the Reporting Persons own.

Item 2.  Identity and Background.

Items 2(a), (d), (e) and (f) are amended and restated as follows.

(a) This Statement is filed by (i) Valhi,  Inc. as the direct holder of
Class A  Shares,  (ii)  by  virtue  of the  direct  and  indirect  ownership  of
securities of Valhi (as described below in this  Statement),  Valhi Group,  Inc.
("VGI"),  National  City Lines,  Inc.  ("National"),  NOA, Inc.  ("NOA"),  Dixie
Holding Company ("Dixie  Holding"),  Dixie Rice Agricultural  Corporation,  Inc.
("Dixie Rice"),  Southwest Louisiana Land Company, Inc.  ("Southwest"),  Contran
Corporation  ("Contran"),  The 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),  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.

Valcor,  Inc.  ("Valcor") directly holds 100%, or 10,000,000 shares, of
the  Company's  class B common  stock,  par value  $0.01 per share (the "Class B
Shares"  and  collectively  with the Class A Shares  shall be referred to as the
"Shares"). The description of the relative rights of the Shares contained in the
Company's restated certificate of incorporation is hereby incorporated herein by
reference to Exhibit 1 to this Schedule.  As a result of its ownership of all of
the Class B Shares,  Valcor currently holds  approximately 65.1% of the combined
voting  power  (94.9% for the  election of  directors)  of all classes of voting
stock of the Company. Valcor may be deemed to control the Company.

Valhi is the direct holder of 100% of the  outstanding  common stock of
Valcor and may be deemed to control  Valcor.  Valhi is also the direct holder of
approximately  7.0% of the 5,360,380  Class A Shares  outstanding as of December
31, 2000 according to information the Company provided (the "Outstanding Class A
Shares").  As a result of Valcor's direct ownership of all of the Class B Shares
and Valhi's direct ownership of 7.0% of the Outstanding  Class A Shares,  Valhi,
directly  and  indirectly,  may be  deemed  to hold  approximately  67.5% of the
combined  voting power (95.3% for the election of  directors)  of all classes of
voting stock of the Company.

VGI,  National  and Contran are the direct  holders of 81.7%,  9.5% and
1.7% of the common stock of Valhi.  Together,  VGI,  National and Contran may be
deemed to control Valhi.  National, NOA and Dixie Holding are the direct holders
of approximately 73.3%, 11.4% and 15.3%, respectively, of the outstanding common
stock of VGI. Together, National, NOA and Dixie Holding may be deemed to control
VGI.  Contran and NOA are the direct holders of  approximately  85.7% and 14.3%,
respectively,  of the  outstanding  common stock of National and together may be
deemed to control  National.  Contran and  Southwest  are the direct  holders of
approximately 49.9% and 50.1%, respectively,  of the outstanding common stock of
NOA and together may be deemed to control NOA.  Dixie Rice is the direct  holder
of 100% of the  outstanding  common stock of Dixie  Holding and may be deemed to
control Dixie Holding.  Contran is the holder of 100% of the outstanding  common
stock of Dixie  Rice and may be deemed to  control  Dixie  Rice.  Contran is the
holder of approximately  88.9% of the outstanding  common stock of Southwest and
may be deemed to control Southwest.

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

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

The Foundation  directly holds  approximately  0.5% of the  outstanding
Valhi common  stock.  The  Foundation is a tax-exempt  foundation  organized for
charitable  purposes.  Harold C.  Simmons is the chairman of the board and chief
executive officer of the Foundation and may be deemed to control the Foundation.

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

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.

By virtue of holding 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 the Shares directly held by
Valhi and Valcor.  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 77,000 shares of Valhi
common stock. Mr. Simmons may be deemed to share indirect  beneficial  ownership
of such shares. Mr. Simmons disclaims all such beneficial ownership.

Valmont   Insurance   Company   ("Valmont")  and  a  subsidiary  of  NL
Industries,  Inc. ("NL")  directly hold 1,000,000 and 1,186,200  shares of Valhi
common  stock,  respectively.  Valhi is the  holder  of 100% of the  outstanding
common stock of Valmont and may be deemed to control Valmont.  Valhi and Tremont
Corporation ("Tremont") are the direct holders of approximately 60.2% and 20.4%,
respectively,  of the outstanding  common stock of NL and together may be deemed
to control NL. Tremont Group, Inc. ("TGI") is the holder of approximately  80.0%
of the outstanding common stock of Tremont and may be deemed to control Tremont.
Valhi  and  a  wholly  owned   subsidiary  of  NL  are  the  direct  holders  of
approximately 80.0% and 20.0%, respectively,  of the outstanding common stock of
TGI and together may be deemed to control TGI. Mr. Harold C. Simmons is chairman
of the board of NL, a director  of Tremont  and  chairman of the board and chief
executive officer of TGI.

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

(d) None of the  Reporting  Persons or, to the best  knowledge  of such
persons,  any of the  persons  named in  Schedule B to this  Statement  has been
convicted in a criminal  proceeding  in the past five years  (excluding  traffic
violations or similar misdemeanors).

(e) None of the  Reporting  Persons or, to the best  knowledge  of such
persons,  any person  named in  Schedule B to this  Statement,  was a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
as a result of which such  person was or is  subject  to a  judgment,  decree or
final  order  enjoining  future  violations  of,  or  prohibiting  or  mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

(f)   Contran,   Dixie   Holding,   National  and  Valhi  are  Delaware
corporations.  VGI is a Nevada  corporation.  NOA is a Texas corporation and the
Foundation  is a Texas  non-profit  corporation.  Dixie Rice and  Southwest  are
Louisiana corporations.  The CMRT is governed by the laws of the state of Texas,
except as those laws are  superseded  by federal law.  Harold C. Simmons and all
the persons  named on Schedule B to this  Statement  are  citizens of the United
States.

Item 5.  Interest in Securities of the Issuer.

Items 5(a), (b) and (d) are amended and restated as follows.

(a) Valhi is the direct beneficial owner of 374,000 Class A Shares.

By  virtue  of  the  relationships  described  under  Item  2  of  this
Statement,  VGI, National,  NOA, Dixie Holding, Dixie Rice, Southwest,  Contran,
the CMRT,  the  Foundation  and Harold C.  Simmons  may each be deemed to be the
beneficial  owner  of the  374,000  Class A  Shares  (approximately  7.0% of the
Outstanding Class A Shares) that Valhi holds directly.

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

(b) By virtue of the  relationships  described  in Item 2, Valhi,  VGI,
National,  NOA, Dixie Holding,  Dixie Rice,  Southwest,  Contran,  the CMRT, the
Foundation  and Mr.  Harold C.  Simmons may each be deemed to share the power to
vote and  direct  the  disposition  of the  374,000  Class A Shares  that  Valhi
directly holds.

(d) Valhi has the right to receive  and the power to direct the receipt
of dividends  from,  and proceeds  from the sale of, the 374,000  Class A Shares
that Valhi holds directly.

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:  January 4, 2001

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

Signature

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

Date:  January 4, 2001

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

SCHEDULE A

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

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

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

Schedule B

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

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

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

Thomas E. Barry (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; director of 
Valhi; and a director of Keystone  Consolidated
Industries,  Inc.  ("Keystone"),  a  manufacturer  
of steel rod,  wire  and  wire  products  that  is  
affiliated  with Contran.

Norman S. Edelcup (2)        Private  investor;  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 and CompX International Inc.,
a manufacturer  of  ergonomic   computer   support   
systems, precision  ball bearing  slides and 
security  products (the "Company").

J. Mark Hollingsworth        Vice  president  and  general  counsel  of  Contran,  
Dixie Holding,  Dixie Rice,  NOA,  National,  
Southwest,  VGI and Valhi;  and general counsel of 
the Foundation,  the Company and  The  Combined
Master Retirement Trust, a trust established  by 
Valhi to permit the  collective  investment by 
master trusts that maintain  the  assets of certain
employee  benefit plans Valhi and related companies 
adopt (the "CMRT").

Keith A. Johnson             Controller of the Foundation.

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

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

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

Andrew McCollam, Jr. (4)     Director  of  Dixie  Rice; president and director of
Southwest; and a private investor.

Harold M. Mire (5)           Vice president of Dixie Rice and Southwest.

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

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

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

Richard A. Smith (5)         Director and president of Dixie Rice.

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

J. Walter Tucker, Jr. (6)    President,  treasurer  and a director  of Tucker & 
Branham, Inc.,  a  mortgage  banking, insurance  
and  real  estate company;   vice  chairman  of  the  
board  of  Keystone;  a director  of Valhi;  and a 
member  of the trust  investment committee of the CMRT.

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

----------

(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 244 Atlantic Isles,
Sunny Isles Beach, Florida 33160.

(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 Mr.  McCollam is 402 Canal Street,
Houma, Louisiana 70360.

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

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

SCHEDULE C

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

Class A
Name                            Shares Held     Options Held (1)
-------------------------------               ----------------   ----------------

Eugene K. Anderson ..........................              -0-             1,200

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

Norman S. Edelcup ...........................            2,000               -0-

Lisa Simmons Epstein ........................              -0-               -0-

Edward J. Hardin ............................            4,500               800

J. Mark Hollingsworth .......................              -0-             2,800

Keith A. Johnson ............................              700             1,600

William J. Lindquist ........................              -0-             4,000

A. Andrew R. Louis ..........................              -0-             1,600

Kelly D. Luttmer ............................              200             1,600

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

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

Bobby D. O'Brien ............................              300             4,000

Glenn R. Simmons ............................            3,000            20,400

Harold C. Simmons (2) .......................              -0-               -0-

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

Gregory M. Swalwell .........................              -0-             2,000

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

Steven L. Watson ............................            1,500             4,000

----------

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

(2)      Mr. Simmons may be deemed to possess indirect  beneficial  ownership of
the  Shares as  described  in Items 2 and 5(a) of this  Statement.  Mr.
Simmons disclaims beneficial ownership of all Shares.