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

FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[X] Check this box if no longer subject to Section 16. Form 4 or Form 5
    obligations may continue.
1. Name and Address of Reporting Person(s)
   Contran Corporation
   Three Lincoln Centre
   5430 LBJ Freeway, Suite 1700
   Dallas, TX  75240
2. Issuer Name and Ticker or Trading Symbol
   Tremont Corporation (TRE)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Day/Year
   02/07/2003
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
   [ ] Director                   [X] 10% Owner
   [ ] Officer (give title below) [ ] Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
   [ ] Form filed by One Reporting Person
   [X] Form filed by More than One Reporting Person



Table I   Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security                           2)Trans-    3.Trans- 4.Securities Acquired(A)      5)Amount of  6)  7)Nature of
                                              action      action   or Disposed of (D)            Securities       Indirect
                                              Date        Code                   A               Beneficially D   Beneficial
                                              (Month/                            or              Owned at     or  Ownership
                                              Day/Year)   Code V   Amount        D  Price        End of Month I
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                         
Common Stock $1.00 par value                  02/07/03    J (1)    8,167         D   (1)         0            I  by NL (2)
Common Stock $1.00 par value                  02/07/03    J (3)    5,141,421     D   (3)         0            I  by Tremont Group
                                                                                                                 (4)
Common Stock $1.00 par value                  02/07/03    J (3)    5,000         D   (3)         0            I  by Valhi (5)


Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially
Owned (Columns 1 through 6)
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1)Title of Derivative          2)Conversion    3)Trans-       4)Trans-  5)Number of Derivative            6)Date Exercisable and
Security                       or Exercise     action         action    Securities Acquired (A)           Expiration Date
                               Price of        Date           Code      or Disposed of (D)
                               Derivative
                               Security                       Code  V   A                D                Exercisable  Expiration
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  


Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially
Owned (Columns 1,3 and 7 through 11)
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative          3)Trans-  7)Title and Amount                           8)Price     9)Number of   10) 11)Nature of
Security                       action    of Underlying                                of Deri-    Derivative        Indirect
                               Date      Securities                                   vative      Securities    D   Beneficial
                                                                        Amount or     Security    Beneficially  or  Ownership
                                                                        Number of                 Owned at      I
                  -                      Title                          Shares                    End of Month
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                               


Explanation of Responses:

(1)  Canceled in exchange for 27,767 shares of Valhi,  Inc.  common stock,  plus
     cash in lieu of a fractional  share,  in connection  with the merger of the
     issuer with and into a wholly owned subsidiary of Valhi,  Inc. On Thursday,
     February 6, 2003 the closing  prices of the  issuer's  common  stock and of
     Valhi,  Inc.'s  common stock was $27.98 and $8.14 per share,  respectively.
     See Additional Information for a description of the merger transaction.
(2)  Formerly  held by NL  Industries,  Inc. See  Additional  Information  for a
     description of the relationship.
(3)  Canceled in connection with the merger of the issuer with and into a wholly
     owned  subsidiary  of  Valhi,   Inc.  See  Additional   Information  for  a
     description of the merger transaction.
(4)  Formerly  held by Tremont  Group,  Inc. See  Additional  Information  for a
     description of the relationship.
(5)  Formerly held by Valhi,  Inc. See Additional  Information for a description
     of the relationship.

Additional  Reporting Persons joining in this filing with Contran Corporation as
the designated filer (collectively, the "Additional Reporting Persons"):

Valhi Group, Inc.               Dixie Holding Company
National City Lines, Inc.       Southwest Louisiana Land Company, Inc.
NOA, Inc.                       Dixie Rice Agricultural Corporation, Inc.


By: /s/ Andrew Louis
    -----------------------------
    Andrew Louis as Secretary of Each
     of the Additional Reporting Persons


- - Additional Information

On February 7, 2003, a wholly owned subsidiary of Valhi,  Inc.  ("Valhi") merged
(the "TGI Merger") with and into Tremont Group, Inc. ("TGI"), with TGI surviving
the merger as a wholly owned subsidiary of Valhi.

Promptly after the TGI Merger,  another wholly owned  subsidiary of Valhi merged
(the "Tremont  Merger") with and into the issuer with the issuer  surviving as a
wholly owned  subsidiary of Valhi.  Pursuant to the Tremont Merger,  each former
stockholder  of the  issuer,  other than Valhi and TGI,  received  3.4 shares of
Valhi  common  stock  for  each  outstanding  share  held  by  such  stockholder
immediately  prior to the  Tremont  Merger,  and cash in lieu of any  fractional
shares of Valhi  common  stock to which the  former  Tremont  stockholder  would
otherwise  have been  entitled.  Shares of issuer  common stock held directly by
Valhi and TGI prior to the Tremont Merger were canceled in the merger.

Promptly after the Tremont Merger, TGI and the issuer merged  (collectively with
the TGI Merger and the Tremont Merger,  the "Mergers") with and into Tremont LLC
("Tremont LLC"),  with Tremont LLC surviving as a wholly owned limited liability
company of Valhi.

Pursuant to the TGI Merger, Valhi issued 3,495,200 shares of its common stock to
NL Industries,  Inc.  ("NL"),  which was the only  stockholder of TGI other than
Valhi. The number of shares of Valhi common stock issued to NL in the TGI Merger
was equal to NL's 20% pro rata interest in the 5,141,421  shares of the issuer's
common  stock  owned by TGI,  adjusted  for the same 3.4  exchange  ratio in the
Tremont  Merger.  Additionally,  pursuant to the Tremont  Merger,  Valhi  issued
27,767  shares of Valhi  common  stock to NL, plus cash in lieu of a  fractional
share, in exchange for the 8,167 shares of issuer common stock NL directly owned
prior to the Tremont Merger.

Immediately after the Mergers, NL directly and indirectly owned 4,709,167 shares
of Valhi  common  stock as a result of the  issuance  to NL of  3,533,967  Valhi
shares in the TGI and Tremont  Mergers in addition to the 1,186,200 Valhi shares
owned by a subsidiary of NL.

Valhi and Tremont LLC are the direct holders of  approximately  63.2% and 21.4%,
respectively,  of the outstanding  common stock of NL. As discussed above, Valhi
is the holder of 100% of the outstanding membership interests of Tremont LLC.

Valhi Group,  Inc,  ("VGI"),  National City Lines,  Inc.  ("National"),  Contran
Corporation ("Contran"), the Harold Simmons Foundation, Inc. (the "Foundation"),
the  Contran  Deferred  Compensation  Trust  No. 2 (the  "CDCT  No.  2") and The
Combined  Master  Retirement  Trust  (the  "CMRT")  are the  direct  holders  of
approximately  77.6%,  9.1%,  2.0%,  1.3%, 0.4% and 0.1%,  respectively,  of the
outstanding common stock of Valhi. National, NOA, Inc. ("NOA") and Dixie Holding
Company ("Dixie Holding") are the direct holders of approximately  73.3%,  11.4%
and 15.3%, respectively, of the outstanding common stock of VGI. Contran and NOA
are the direct holders of approximately  85.7% and 14.3%,  respectively,  of the
outstanding  common  stock of National.  Contran and  Southwest  Louisiana  Land
Company,  Inc.  ("Southwest") are the direct holders of approximately  49.9% and
50.1%,  respectively,  of the  outstanding  common  stock  of  NOA.  Dixie  Rice
Agricultural  Corporation,  Inc.  ("Dixie Rice") is the direct holder of 100% of
the outstanding common stock of Dixie Holding.  Contran is the holder of 100% of
the  outstanding  common  stock of Dixie  Rice  and  approximately  88.9% of the
outstanding common stock of Southwest.

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

The CMRT directly  holds 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.

The Foundation directly holds approximately 1.3% 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 of the  Foundation and
may be deemed to control the Foundation.

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

Mr. Harold C. Simmons is chairman of the board of Tremont LLC, NL,  Valhi,  VGI,
National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.

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

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

The reporting person understands that Valmont Insurance Company ("Valmont"),  NL
and a subsidiary of NL directly own  1,000,000,  3,522,967  shares and 1,186,200
shares,  respectively,  of Valhi common stock as of the date of this  statement.
Valhi is the direct holder of 100% of the  outstanding  common stock of Valmont.
As a result of Valhi's  direct and  indirect  ownership  of Valmont,  NL and its
subsidiary,  the reporting person further understands that, pursuant to Delaware
law,  Valhi  treats the shares of Valhi common  stock that  Valmont,  NL and its
subsidiary own as treasury stock for voting  purposes.  For the purposes of this
statement, such shares of Valhi common stock that Valmont, NL and its subsidiary
hold directly are not deemed outstanding.




SIGNATURE OF REPORTING PERSON
CONTRAN CORPORATION
By:  /s/ Andrew Louis
     -----------------------------------
     Andrew Louis, Secretary
DATE 02/07/03