CONTRAN CORP
SC 13D/A, 1994-09-01
PERSONAL CREDIT INSTITUTIONS
Previous: CONSOLIDATED NATURAL GAS CO, U-1/A, 1994-09-01
Next: CORNING INC /NY, 8-K, 1994-09-01





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  Schedule 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 41)*

                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                (Name of Issuer)

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

                                   49342210900
                                 (CUSIP Number)

                                 WILLIAM C. TIMM
                              THREE LINCOLN CENTRE
                                   SUITE 1700
                                5430 LBJ FREEWAY
                              DALLAS, TEXAS  75240
                                 (214) 233-1700


                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                               August  25, 1994             
                      (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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.

Check the following box if a fee is being paid with the statement.

(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)

*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 by "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.    49342210900
     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*
                      (a)


                      (b)



     3      SEC USE ONLY


     4      SOURCE OF FUNDS*

                      WC 

     5      CHECK BOX 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
           NUMBER OF
             SHARES                                  -0-
          BENEFICIALLY
                                     8
                                             SHARED VOTING POWER
            OWNED BY
              EACH
                                                     3,668,683
           REPORTING
             PERSON                  9
                                             SOLE DISPOSITIVE POWER
              WITH
                                                     -0-

                                    10      SHARED DISPOSITIVE POWER

                                                     3,668,683

     11
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      3,668,683
     12
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES*




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

                      65.6%
     14
             TYPE OF REPORTING PERSON*

                      CO
[FN]
* See instructions before filling out.


CUSIP No.    49342210900

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

                      NL Industries, Inc.

     2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                      (a)


                      (b)



     3      SEC USE ONLY


     4      SOURCE OF FUNDS*

                      WC

     5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
             ITEMS 2(D) OR 2(E)




     6      CITIZENSHIP OR PLACE OF ORGANIZATION

                      New Jersey
                                     7
                                             SOLE VOTING POWER
           NUMBER OF
             SHARES                                  -0-
          BENEFICIALLY
                                     8
                                             SHARED VOTING POWER
            OWNED BY
              EACH
                                                     326,050
           REPORTING
             PERSON                  9
                                             SOLE DISPOSITIVE POWER
              WITH
                                                     -0-

                                    10      SHARED DISPOSITIVE POWER

                                                     326,050

     11
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      326,050
     12
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES*




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

                      5.8%
     14
             TYPE OF REPORTING PERSON*

                      CO

[FN]
* See instructions before filling out.

CUSIP No.    49342210900

     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*
                      (a)


                      (b)



     3      SEC USE ONLY


     4      SOURCE OF FUNDS*

                      Not applicable

     5      CHECK BOX 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
           NUMBER OF
             SHARES                                  -0-
          BENEFICIALLY
                                     8
                                             SHARED VOTING POWER
            OWNED BY
              EACH
                                                     326,050
           REPORTING
             PERSON                  9
                                             SOLE DISPOSITIVE POWER
              WITH
                                                     -0-

                                    10      SHARED DISPOSITIVE POWER

                                                     326,050

     11
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      326,050
     12
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES*




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

                      5.8%
     14
             TYPE OF REPORTING PERSON*

                      CO

[FN]
* See instructions before filling out.


CUSIP No.    49342210900

     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*
                      (a)


                      (b)



     3      SEC USE ONLY


     4      SOURCE OF FUNDS*

                      Not applicable

     5      CHECK BOX 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
           NUMBER OF
             SHARES                                  -0-
          BENEFICIALLY
                                     8
                                             SHARED VOTING POWER
            OWNED BY
              EACH
                                                     326,050
           REPORTING
             PERSON                  9
                                             SOLE DISPOSITIVE POWER
              WITH
                                                     -0-

                                    10      SHARED DISPOSITIVE POWER

                                                     326,050

     11
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      326,050
     12
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES*   




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

                      5.8%
     14
             TYPE OF REPORTING PERSON*

                      CO

[FN]
* See instructions before filling out.

CUSIP No.    49342210900

     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*
                      (a)


                      (b)



     3      SEC USE ONLY


     4      SOURCE OF FUNDS*

                      Not applicable

     5      CHECK BOX 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
           NUMBER OF
             SHARES                                  -0-
          BENEFICIALLY
                                     8
                                             SHARED VOTING POWER
            OWNED BY
              EACH
                                                     326,050
           REPORTING
             PERSON                  9
                                             SOLE DISPOSITIVE POWER
              WITH
                                                     -0-

                                    10      SHARED DISPOSITIVE POWER

                                                     326,050

     11
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      326,050
     12
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES*




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

                      5.8%
     14
             TYPE OF REPORTING PERSON*

                      CO
[FN]
* See instructions before filling out.


CUSIP No.    49342210900

     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*
                      (a)


                      (b)



     3      SEC USE ONLY


     4      SOURCE OF FUNDS*

                      Not applicable

     5      CHECK BOX 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
           NUMBER OF
             SHARES                                  -0-
          BENEFICIALLY
                                     8
                                             SHARED VOTING POWER
            OWNED BY
              EACH
                                                     326,050
           REPORTING
             PERSON                  9
                                             SOLE DISPOSITIVE POWER
              WITH
                                                     -0-

                                    10      SHARED DISPOSITIVE POWER

                                                     326,050

     11
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      326,050
     12
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES*




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

                      5.8%
     14
             TYPE OF REPORTING PERSON*

                      CO
[FN]
* See instructions before filling out.


CUSIP No.    49342210900

     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*
                      (a)


                      (b)



     3      SEC USE ONLY


     4      SOURCE OF FUNDS*

                      Not applicable

     5      CHECK BOX 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
           NUMBER OF
             SHARES                                  -0-
          BENEFICIALLY
                                     8
                                             SHARED VOTING POWER
            OWNED BY
              EACH
                                                     326,050
           REPORTING
             PERSON                  9
                                             SOLE DISPOSITIVE POWER
              WITH
                                                     -0-

                                    10      SHARED DISPOSITIVE POWER

                                                     326,050

     11
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      326,050
     12
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES*




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

                      5.8%
     14
             TYPE OF REPORTING PERSON*

                      CO
[FN]
* See instructions before filling out.


CUSIP No.    49342210900

     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*
                      (a)


                      (b)



     3      SEC USE ONLY


     4      SOURCE OF FUNDS*

                      Not applicable

     5      CHECK BOX 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
           NUMBER OF
             SHARES                                  -0-
          BENEFICIALLY
                                     8
                                             SHARED VOTING POWER
            OWNED BY
              EACH
                                                     326,050
           REPORTING
             PERSON                  9
                                             SOLE DISPOSITIVE POWER
              WITH
                                                     -0-

                                    10      SHARED DISPOSITIVE POWER

                                                     326,050

     11
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      326,050
     12
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES*




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

                      5.8%
     14
             TYPE OF REPORTING PERSON*

                      CO
[FN]
* See instructions before filling out.

CUSIP No.    49342210900

     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*
                      (a)


                      (b)



     3      SEC USE ONLY


     4      SOURCE OF FUNDS*

                      Not applicable

     5      CHECK BOX 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
           NUMBER OF
             SHARES                                  -0-
          BENEFICIALLY
                                     8
                                             SHARED VOTING POWER
            OWNED BY
              EACH
                                                     326,050
           REPORTING
             PERSON                  9
                                             SOLE DISPOSITIVE POWER
              WITH
                                                     -0-

                                    10      SHARED DISPOSITIVE POWER

                                                     326,050

     11
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      326,050
     12
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES*




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

                      5.8%
     14
             TYPE OF REPORTING PERSON*

                      CO
[FN]
* See instructions before filling out.


CUSIP No.    49342210900

     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*
                      (a)


                      (b)



     3      SEC USE ONLY


     4      SOURCE OF FUNDS*

                      Not applicable

     5      CHECK BOX 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
           NUMBER OF
             SHARES                                  -0-
          BENEFICIALLY
                                     8
                                             SHARED VOTING POWER
            OWNED BY
              EACH
                                                     326,050
           REPORTING
             PERSON                  9
                                             SOLE DISPOSITIVE POWER
              WITH
                                                     -0-

                                    10      SHARED DISPOSITIVE POWER

                                                     326,050

     11
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      326,050
     12
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES*




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

                      5.8%
     14
             TYPE OF REPORTING PERSON*

                      CO
[FN]
* See instructions before filling out.


CUSIP No.    49342210900

     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*
                      (a)


                      (b)



     3      SEC USE ONLY


     4      SOURCE OF FUNDS*

                      WC

     5      CHECK BOX 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
           NUMBER OF
             SHARES                                  -0-
          BENEFICIALLY
                                     8
                                             SHARED VOTING POWER
            OWNED BY
              EACH
                                                     356,050
           REPORTING
             PERSON                  9
                                             SOLE DISPOSITIVE POWER
              WITH
                                                     -0-

                                    10      SHARED DISPOSITIVE POWER

                                                     356,050

     11
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      356,050
     12
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES*




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

                      6.4%
     14
             TYPE OF REPORTING PERSON*

                      EP
[FN]
* See instructions before filling out.

CUSIP No.    49342210900

     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*
                      (a)


                      (b)



     3      SEC USE ONLY


     4      SOURCE OF FUNDS*

                      Not applicable

     5      CHECK BOX 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
           NUMBER OF
             SHARES                                  -0-
          BENEFICIALLY
                                     8
                                             SHARED VOTING POWER
            OWNED BY
              EACH
                                                     3,709,183
           REPORTING
             PERSON                  9
                                             SOLE DISPOSITIVE POWER
              WITH
                                                     -0-

                                    10      SHARED DISPOSITIVE POWER

                                                     3,709,183

     11
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      -0-
     12
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES*                           X




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

                      -0-
     14
             TYPE OF REPORTING PERSON*

                      IN
[FN]
* See instructions before filling out.


                                AMENDMENT NO. 41
                                 TO SCHEDULE 13D

          This amended Statement relates to the Common Stock, $1.00 par value
per share (the "Shares") of Keystone Consolidated Industries, Inc., a Delaware
corporation (the "Company").  Items 3, 4 and 5 of a Statement on Schedule 13D
filed by (i) Contran Corporation ("Contran"), The Combined Master Retirement
Trust (the "Master Trust") and NL Industries, Inc. ("NL") as the direct
beneficial owners of Shares, (ii) by virtue of their respective direct and
indirect holdings of securities of NL (as previously reported on this

Statement), by Tremont Corporation, Valhi Inc., Valhi Group, Inc., National City
Lines, Inc., NOA, Inc., Dixie Rice Agricultural Corporation, Inc., Dixie Holding
Company and Southwest Louisiana Land Company, Inc. and (iii) by virtue of his
positions with Contran, the Master Trust and certain other entities reported on
this Statement, Harold C. Simmons, (collectively, the "Reporting Persons") are
hereby amended as set forth below. 

Item 3.   Source and Amount of Funds or Other Consideration

          No change except for the addition of the following: 

          The total amount of funds required by Contran to acquire the Shares
reported in Item 5(c) was $1,040,280 (including commissions).  Such funds were
or will be provided by Contran's cash on hand and no funds were borrowed for
such purpose.

Item 4.   Purpose of Transaction.

          No change except for the addition of the following: 

          Contran purchased the additional Shares reported in Item 5(c) of this
Statement in order to increase its equity interest in the Company.  Depending
upon their evaluation of the Company's business and prospects, and upon future
developments (including, but not limited to, performance of the Shares in the
market, availability of funds, alternative uses of funds, and money, stock
market and general economic conditions), any of the Reporting Persons, other
than the Master Trust, or other entities that may be deemed to be affiliated
with Contran may from time to time purchase Shares, and any of the Reporting
Persons, or other entities that may be deemed to be affiliated with Contran may
from time to time dispose of all or a portion of the Shares held by such person,
or cease buying or selling Shares.  Any such additional purchases or sales of
the Shares may be in open market or privately-negotiated transactions or
otherwise.


Item 5.   Interest in Securities of the Issuer.

          No change except for the following:

          (a)  NL is the direct beneficial owner of 326,050 Shares, or
approximately 5.8% of the 5,592,751 Shares outstanding as of August 1, 1994 (the
"Outstanding Shares"), according to information contained in the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (the
"Quarterly Report").  By virtue of the relationships described under Item 2 of
this Statement, each of the other Reporting Persons may be deemed to share
indirect beneficial ownership of the Shares directly beneficially owned by NL. 
Harold C. Simmons disclaims all such beneficial ownership.

          As a result of the purchases described under Item 5(c), Contran is the
direct beneficial owner of 3,342,633 Shares, or approximately 59.7% of the
Outstanding Shares according to information contained in the Quarterly Report. 
By virtue of the relationships described under Item 2 of this Statement, Contran
may be deemed to be the beneficial owner of 3,668,683 Shares, or approximately
65.6% of the Outstanding Shares according to information contained in the
Quarterly Report.  By virtue of the relationships described under Item 2 of this
Statement, Harold C. Simmons may be deemed to share indirect beneficial
ownership of the Shares directly owned by Contran.  Mr. Simmons disclaims all
such beneficial ownership.  

          The Master Trust is the direct beneficial owner of 30,000 Shares, or
approximately 0.5% of the Outstanding Shares according to information contained
in the Quarterly Report.  By virtue of the relationships described under Item 2
of this Statement the Master Trust may be deemed to be the beneficial owner of
356,050 Shares, or approximately 6.4% of the Outstanding Shares according to
information contained in the Quarterly Report.  By virtue of the relationships
described under Item 2 of this Statement, Harold C. Simmons may be deemed to

share indirect beneficial ownership of the Shares directly owned by the Master
Trust.  Mr. Simmons disclaims all such beneficial ownership, except to the
extent of his vested beneficial interest therein. 

          Harold C. Simmons' spouse is the direct beneficial owner of 10,500
Shares, or approximately 0.2% of the outstanding Shares according to information
contained in the Quarterly Report, of which Mr. Simmons may be deemed to share
indirect beneficial ownership.  Mr. Simmons disclaims all such beneficial
ownership. 

          (c)  The table below sets forth additional purchases of the Shares by
the Reporting Persons during the last 60 days.  All of such purchases were
effected by Contran on the New York Stock Exchange.

<TABLE>
<CAPTION>
                                                                       Approximate Price
                                                                         Per Share ($)
                                                                  (exclusive of commissions)
          Date                   Amount of Shares

        <S>                                   <C>                                    <C>
        07/07/94                                100                                  14.50
        07/08/94                                700                                  14.50
        07/11/94                              1,100                                  14.50
        07/12/94                                400                                  14.50
        07/13/94                              1,700                                  14.50
        07/14/94                              1,000                                  14.50
        07/15/94                              1,000                                  14.50

        07/18/94                                300                                  14.375
        07/18/94                              2,000                                  14.50
        07/19/94                              1,300                                  14.50
        07/20/94                                900                                  14.50
        07/20/94                                200                                  14.750
        07/21/94                              1,200                                  14.750
        07/21/94                              1,800                                  15.00
        07/22/94                                500                                  15.00
        07/22/94                                300                                  15.25
        07/26/94                              5,000                                  15.75

        07/27/94                              1,000                                  15.75
        07/28/94                                200                                  15.75
        07/29/94                              1,400                                  16.00
        08/01/94                                100                                  16.25
        08/03/94                              1,400                                  16.50
        08/04/94                              1,700                                  16.50
        08/05/94                              2,600                                  16.625
        08/08/94                                300                                  17.00
        08/09/94                              2,000                                  17.00
        08/10/94                                600                                  17.125

        08/10/94                                800                                  17.25
        08/10/94                              5,000                                  17.375
        08/11/94                              2,300                                  17.25
        08/12/94                              1,000                                  17.125
        08/12/94                              2,700                                  17.25
        08/15/94                                200                                  17.00
        08/16/94                                500                                  17.00
        08/17/94                              1,600                                  17.00
        08/18/94                                300                                  17.00
        08/19/94                              2,000                                  17.00

        08/22/94                                100                                  17.00
        08/23/94                              3,200                                  17.00
        08/24/94                              3,600                                  17.00
        08/24/94                                600                                  16.875
        08/25/94                              2,600                                  16.875
        08/26/94                              3,000                                  16.875

        08/29/94                              2,300                                  16.875
        08/30/94                              1,000                                  16.875

</TABLE>

                                    Signature

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

Date:  August 30, 1994



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

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

Date:  August 30, 1994



                              By:  /s/ J. Landis Martin           
                                   J. Landis Martin,
                                   Signing in the capacities listed
                                   on Schedule "A" attached hereto
                                   and incorporated herein
                                   by reference.
                                    Signature

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

Date:  August 30, 1994



                              By:  /s/ William C. Timm            
                                   William C. Timm,
                                   Signing in the capacities listed
                                   on Schedule "A" attached hereto
                                   and incorporated herein by
                                   reference.


                                   SCHEDULE A

Harold C. Simmons, individually, and as Trustee of
THE COMBINED MASTER RETIREMENT TRUST.

William C. Timm, as Vice President-Finance of each of:

CONTRAN CORPORATION
DIXIE RICE AGRICULTURAL CORPORATION, INC.
DIXIE HOLDING COMPANY

NATIONAL CITY LINES, INC.
NOA, INC.
VALHI GROUP, INC.
VALHI, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.

J. Landis Martin, as Chief Executive Officer and President of each of:

NL INDUSTRIES, INC.
TREMONT CORPORATION




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission