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<SEC-DOCUMENT>0000059255-03-000053.txt : 20031110
<SEC-HEADER>0000059255-03-000053.hdr.sgml : 20031110
<ACCEPTANCE-DATETIME>20031110085626
ACCESSION NUMBER:		0000059255-03-000053
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20031110
ITEM INFORMATION:		
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20031110

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VALHI INC /DE/
		CENTRAL INDEX KEY:			0000059255
		STANDARD INDUSTRIAL CLASSIFICATION:	SUGAR & CONFECTIONERY PRODUCTS [2060]
		IRS NUMBER:				870110150
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-48391
		FILM NUMBER:		03986779

	BUSINESS ADDRESS:	
		STREET 1:		5430 LBJ FRWY
		STREET 2:		STE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
		BUSINESS PHONE:		9722331700

	MAIL ADDRESS:	
		STREET 1:		THREE LINCOLN CENTER
		STREET 2:		5430 LBJ FREEWAY SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LLC CORP
		DATE OF NAME CHANGE:	19870329

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LIBERTY LOAN CORP
		DATE OF NAME CHANGE:	19800414
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>vi8k1110.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION



                              WASHINGTON, DC 20549



                                    FORM 8-K



                                 CURRENT REPORT



                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934



                        Date of Report: November 10, 2003




                                   VALHI, INC.
             (Exact name of Registrant as specified in its charter)



   Delaware                             1-5467                   87-0110150
(State or other                       (Commission               (IRS Employer
 jurisdiction of                       File Number)             Identification
 incorporation)                                                       No.)



              5430 LBJ Freeway, Suite 1700, Dallas, TX 75240-2697
              (Address of principal executive offices) (Zip Code)



                                 (972) 233-1700
              (Registrant's telephone number, including area code)



             (Former name or address, if changed since last report)


<PAGE>



Item 9:  Regulation FD Disclosure

Item 12: Results of Operations and Financial Condition

     The  registrant  hereby  furnishes the  information  set forth in the press
release  issued on November  10,  2003,  a copy of which is  attached  hereto as
Exhibit 99.1 and incorporated herein by reference.

     The information,  including the exhibit,  the registrant  furnishes in this
report is not deemed  "filed" for  purposes of section 18 of the Exchange Act or
otherwise subject to the liabilities of that section. Registration statements or
other  documents  filed with the  Securities and Exchange  Commission  shall not
incorporate this information by reference,  except as otherwise expressly stated
in such filing.


<PAGE>


                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                 VALHI, INC.
                                 (Registrant)




                             By:    /s/ Gregory M. Swalwell
                                    ----------------------------
                                    Gregory M. Swalwell
                                    Vice President and Controller




Date:  November 10, 2003




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>vpr1110.txt
<TEXT>

                             P R E S S     R E L E A S E

FOR IMMEDIATE RELEASE                                       CONTACT

Valhi, Inc.                                                 Bobby D. O'Brien
Three Lincoln Centre                                        Vice President
5430 LBJ Freeway, Suite 1700                                (972) 233-1700
Dallas, Texas  75240-2697
(972) 233-1700


                       VALHI REPORTS THIRD QUARTER RESULTS


     DALLAS,  TEXAS . . November 10, 2003.  Valhi, Inc. (NYSE: VHI) reported net
income of $8.8 million,  or $.07 per diluted share, in the third quarter of 2003
compared to a net loss of $7.1 million,  or $.06 per diluted share, in the third
quarter of 2002. For the first nine months of 2003, the Company  reported income
before cumulative  effect of a change in accounting  principle of $28.2 million,
or $.23 per  diluted  share,  compared  to a loss of $4.4  million,  or $.04 per
diluted share, in the first nine months of 2002.

     Chemicals sales and operating income increased in 2003 compared to the same
periods of 2002 due  primarily  to higher  average  selling  prices for titanium
dioxide pigments ("TiO2") and higher TiO2 production  volumes,  partially offset
by lower sales volumes and higher  operating  costs  (particularly  for energy).
Excluding the effect of fluctuations in the value of the U.S. dollar relative to
other currencies,  NL's average TiO2 selling prices in billing currencies in the
third  quarter of 2003 were 2% higher than the third  quarter of 2002,  with the
greatest  improvements  realized in  European  and export  markets,  and were 5%
higher in the first nine  months of 2003  compared  to the first nine  months of
2002.  Expressed in U.S. dollars computed using actual foreign currency exchange
rates  prevailing  during the periods,  NL's average TiO2 selling  prices in the
third quarter of 2003 were 10% higher than the third  quarter of 2002,  and were
15% higher in the first nine months of 2003 compared to the same period in 2002.

     NL's TiO2 sales volumes in the third quarter of 2003  decreased 6% compared
to the third quarter of 2002, with  substantially all of the decrease  occurring
in export markets. NL's TiO2 sales volumes in the first nine months of 2003 were
1% lower than the first nine months of 2002. NL's TiO2 production volumes in the
third quarter of 2003 were 1% higher than the third quarter of 2002, and were 6%
higher in the first nine  months of 2003  compared  to the same  period of 2002,
with operating rates at near capacity in all periods presented.

     Component  products  sales were higher in 2003 compared to the same periods
in 2002 due  primarily  to the  favorable  effect  of  fluctuations  in  foreign
currency exchange rates. Fluctuations in the value of the U.S. relative to other
currencies  increased  component  products  sales by $2.0  million  in the third
quarter of 2003 as compared to the third quarter of 2002, and increased sales by
$6.3 million in the year-to-date  period. In addition to the favorable impact of
changes in currency  exchange  rates,  component  product sales increased in the
third quarter of 2003 as compared to the third  quarter of 2002 due  principally
to higher sales volumes of slide  products.  Offsetting the favorable  effect of
changes in  currency  exchange  rates  during  the first nine  months of 2003 as
compared to the same  period of 2002,  sales were  negatively  impacted by lower
sales volumes of ergonomic computer products.

     Component products operating income declined in the third quarter and first
nine months of 2003 compared to the same periods in 2002 due to the  unfavorable
effect of fluctuations in foreign currency exchange rates, relative changes in

<PAGE>



product mix and expenses  associated with the  consolidation of its two Canadian
facilities into one facility. The fluctuations in the value of the U.S. relative
to other  currencies  decreased  components  products  operating  income by $1.3
million in the third  quarter of 2003 as compared to the third  quarter of 2002,
and decreased  operating income by $2.6 million in the year-to-date  period.  In
addition,  component  products  operating  income in the third  quarter  of 2003
includes a $3.5 million  restructuring charge associated with the implementation
of certain headcount reductions in CompX's Netherlands operations.

     Waste  management sales declined in 2003, and its operating loss increased,
due to  continued  weak  demand for waste  management  services as well as costs
incurred in 2003 related to certain licensing and permitting activities.

     TIMET  reported  higher sales in the third  quarter of 2003 compared to the
third quarter of 2002,  and improved from a $4.3 million  operating  loss in the
2002 period to operating  income of $1.3  million in the third  quarter of 2003.
TIMET's net sales increased  primarily due to a 95% increase in sales volumes of
melted  products  (ingot and slab), a 4% increase in average  selling prices for
mill  products and the  weakening of the U.S.  dollar as compared to the British
pound  sterling  and the euro.  These  factors  were  partially  offset by a 27%
decrease in average  selling  prices for melted  products.  The  improvement  in
melted  product  sales  volumes,  and the  decrease in melted  products  selling
prices,  reflects a change in product mix relative to a significant sale of slab
in the third  quarter of 2003,  for which  selling  prices are lower than ingot.
TIMET's  results in the third quarter of 2003 also include a $6.8 million charge
related  to the  termination  of  TIMET's  purchase  and  sales  agreement  with
Wyman-Gordon  Company. The Company's equity in losses of TIMET in the first nine
months  of 2002  includes  (i) a third  quarter  impairment  provision  of $15.7
million ($8.0 million,  or $.07 per diluted share, net of income tax benefit and
minority  interest)  related to an other than temporary  decline in value of the
Company's  investment in TIMET and (ii) a $10.6  million  first  quarter  charge
($5.4 million, or $.05 per diluted share, net of income tax benefit and minority
interest)  related to TIMET's  impairment for an other than temporary decline in
value of certain preferred securities held by TIMET.

     General  corporate  expenses  were  higher in the first nine months of 2003
compared  to the same  period  of 2002 due  primarily  to  higher  environmental
expense accruals of NL related  principally to one formerly-owned site for which
the  remediation  process is expected to occur over the next several years,  and
higher legal  expenses of NL. The legal  settlement  gains in both 2002 and 2003
(which  aggregated $1.2 million,  or $.01 per diluted share, net of income taxes
and  minority  interest,  in the first  nine  months of 2002)  related  to legal
settlements with certain of NL's former insurance carriers. The foreign currency
transaction gain in 2002 ($4.7 million, or $.04 per diluted share, net of income
taxes  and  minority  interest)  related   principally  to  the  second  quarter
extinguishment  of  certain  intercompany  indebtedness  of NL.  The gain on the
disposal of fixed  assets in the 2003 periods  related  primarily to the sale of
certain real property of NL not  associated  with NL's TiO2  operations,  (which
aggregated  $4.1  million,  or $.03 per diluted  share,  net of income taxes and
minority  interest,  in the third quarter of 2003 and $4.7 million,  or $.04 per
diluted share, in the first nine months of 2003).  Securities transactions gains
in both periods (which  aggregated $1.2 million,  or $.01 per diluted share, net
of income  taxes,  in the first nine months of 2002)  related to the disposal of
certain marketable securities.

     The Company recognized a $24.6 million income tax benefit in the first nine
months of 2003  ($20.8  million,  or $.17 per  diluted  share,  net of  minority
interest)  related to NL's  previously-reported  second quarter favorable German
court  ruling  concerning  NL's claim for refund suit.  NL currently  expects to
receive the equivalent of approximately  $15 million of additional German income
tax refunds  over the next four to six months,  a portion of which may result in
the recognition of additional income tax benefits.


<PAGE>



     The  cumulative  effect of the change in accounting  principle in the first
nine months of 2003 relates to the Company's  adoption of Statement of Financial
Accounting  Standards  No. 143,  Accounting  for Asset  Retirement  Obligations,
effective  January 1, 2003.  Such change in accounting  relates  principally  to
accounting  for closure and  post-closure  obligations  at the  Company's  waste
management operations.

     The statements in this release  relating to matters that are not historical
facts are  forward-looking  statements that represent  management's  beliefs and
assumptions  based on  currently  available  information.  Although  the Company
believes that the expectations reflected in such forward-looking  statements are
reasonable,  it cannot give any assurances that these expectations will prove to
be correct.  Such  statements  by their  nature  involve  substantial  risks and
uncertainties  that could  significantly  impact  expected  results,  and actual
future   results  could  differ   materially   from  those   described  in  such
forward-looking  statements.  While it is not  possible to identify all factors,
the Company  continues to face many risks and  uncertainties.  Among the factors
that could cause actual future results to differ materially include, but are not
limited to;

o    Future supply and demand for the Company's products,
o    The extent of the  dependence  of certain of the  Company's  businesses  on
     certain market sectors,
o    The cyclicality of certain of the Company's businesses,
o    The  impact of certain  long-term  contracts  on  certain of the  Company's
     businesses,
o    Customer inventory levels,
o    Changes in raw material and other operating costs,
o    The possibility of labor disruptions,
o    General global economic and political conditions,
o    Competitive products and substitute products,
o    Customer and competitor strategies,
o    The impact of pricing and production decisions,
o    Competitive technology positions,
o    The introduction of trade barriers,
o    Fluctuations in currency exchange rates,
o    Operating interruptions,
o    Recoveries from insurance claims and the timing thereof,
o    Potential difficulties in integrating completed acquisitions,
o    The ability of the Company to renew or refinance credit facilities,
o    Uncertainties associated with new product development,
o    The ultimate  outcome of income tax audits,  tax settlement  initiatives or
     other tax controversies,
o    Environmental matters,
o    Government laws and regulations and possible changes therein, and
o    The  ultimate   resolution  of  pending   litigation  and  possible  future
     litigation.

Should one or more of these risks  materialize  (or the  consequences  of such a
development  worsen),  or should the  underlying  assumptions  prove  incorrect,
actual results could differ  materially from those  forecasted or expected.  The
Company   disclaims  any  intention  or  obligation  to  update  or  revise  any
forward-looking statement whether as a result of new information,  future events
or otherwise.

     In an effort to provide investors with additional information regarding the
Company's results of operations as determined by accounting principles generally
accepted in the United  States of America  ("GAAP"),  the Company has  disclosed
certain  non-GAAP   information  which  the  Company  believes  provides  useful
information to investors:


<PAGE>



o    The Company  discloses  percentage  changes in NL's  average  TiO2  selling
     prices in  billing  currencies,  which  excludes  the  effects  of  foreign
     currency  translation.  The Company believes  disclosure of such percentage
     changes  allows  investors to analyze  such  changes  without the impact of
     changes  in  foreign   currency   exchange  rates,   thereby   facilitating
     period-to-period  comparisons  of the relative  changes in average  selling
     prices in the actual various billing currencies.  Generally,  when the U.S.
     dollar  either  strengthens  or  weakens  against  other  currencies,   the
     percentage  change in average selling prices in billing  currencies will be
     higher or lower, respectively,  than such percentage changes would be using
     actual exchange rates prevailing during the respective periods.

     Valhi, Inc. is engaged in the titanium dioxide pigments, component products
(ergonomic computer support systems,  precision ball bearing slides and security
products), titanium metals products and waste management industries.

                                    * * * * *


<PAGE>

                          VALHI, INC. AND SUBSIDIARIES

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

                    (In millions, except earnings per share)

<TABLE>
<CAPTION>
                                                                              Three months ended             Nine months ended
                                                                                September 30,                  September 30,
                                                                           ----------------------          ----------------------
                                                                            2002            2003            2002           2003
                                                                           ------          ------          ------         -------

Net sales
<S>                                                                        <C>            <C>               <C>            <C>
  Chemicals                                                                $234.0         $242.9            $663.3         $762.5
  Component products                                                         48.8           52.6             148.4          153.3
  Waste management                                                            1.3             .5               5.2            3.0
                                                                           ------         ------            ------         ------

                                                                           $284.1         $296.0            $816.9         $918.8
                                                                           ======         ======            ======         ======

Operating income
  Chemicals                                                                $ 26.5         $ 31.7            $ 67.5         $ 94.1
  Component products                                                          1.3            (.4)              5.6            1.8
  Waste management                                                           (2.5)          (3.1)             (6.6)          (8.7)
                                                                           ------         ------            ------         ------

    Total operating income                                                   25.3           28.2              66.5           87.2

Equity in:
  TIMET                                                                     (17.2)            .2             (31.7)          (3.7)
  Other                                                                       -               .2                .3             .7

General corporate items, net
  Interest and dividend income                                                9.0            8.0              25.9           24.3
  Securities transaction gains, net                                           -              -                 1.9             .5
  Legal settlement gains, net                                                 -              -                 2.4             .7
  Foreign currency transaction gain                                           -              -                 6.3            -
  Gain on disposal of fixed assets                                            -              7.4               1.6            8.5
  Expenses, net                                                             (12.5)         (11.7)            (33.0)         (54.7)
Interest expense                                                            (15.0)         (14.7)            (45.4)         (43.8)
                                                                           ------         ------            ------         ------

    Income (loss) before income taxes                                       (10.4)          17.6              (5.2)          19.7

Provision for income taxes (benefit)                                         (2.1)           6.4              (1.7)         (17.0)

Minority interest in after-tax earnings (losses)                             (1.2)           2.4                .9            8.5
                                                                           ------         ------            ------         ------

    Income (loss) before cumulative effect of
     change in accounting principle                                          (7.1)           8.8              (4.4)          28.2

Cumulative effect of change in accounting
 principle                                                                    -              -                 -               .6
                                                                           ------         ------            ------         ------

    Net income (loss)                                                      $ (7.1)        $  8.8            $ (4.4)        $ 28.8
                                                                           ======         ======            ======         ======

Basic and diluted earnings (loss) per share:
  Income (loss) before cumulative effect of
   change in accounting principle                                          $ (.06)        $  .07            $ (.04)        $  .23
  Cumulative effect of change in
   accounting principle                                                       -              -                 -              .01
                                                                           ------         ------            ------         ------

    Net income (loss)                                                      $ (.06)        $  .07            $ (.04)        $  .24
                                                                           ======         ======            ======         ======

Shares used in calculation of per share amounts
  Basic earnings                                                            115.6          120.2             115.4          119.5
                                                                           ======         ======            ======         ======

  Diluted earnings                                                          115.6          120.4             115.4          119.7
                                                                           ======         ======            ======         ======
</TABLE>



<PAGE>


                       RECONCILIATION OF PERCENT CHANGE IN
                        NL'S AVERAGE TIO2 SELLING PRICES
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                          Percent change-             Percent change-
                                                                         Three months ended          Nine months ended
                                                                           September 30,               September 30,
                                                                           2002 vs. 2003               2002 vs. 2003
                                                                    --------------------------------------------------------

Percent change in average selling prices:

<S>                                                                               <C>                        <C>
  Using actual foreign currency exchange rates                                   +10%                       +15%
  Impact of changes in foreign currency
   exchange rates                                                               - 8%                        -10%
                                                                    --------------------------------------------------------

    In billing currencies                                                       + 2%                        + 5%
                                                                    ========================================================
</TABLE>






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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