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<SEC-DOCUMENT>0000024240-05-000024.txt : 20050927
<SEC-HEADER>0000024240-05-000024.hdr.sgml : 20050927
<ACCEPTANCE-DATETIME>20050927160130
ACCESSION NUMBER:		0000024240-05-000024
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20050927
DATE AS OF CHANGE:		20050927

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VALHI INC /DE/
		CENTRAL INDEX KEY:			0000059255
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL INORGANIC CHEMICALS [2810]
		IRS NUMBER:				870110150
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-20934
		FILM NUMBER:		051105498

	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

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONTRAN CORP
		CENTRAL INDEX KEY:			0000024240
		STANDARD INDUSTRIAL CLASSIFICATION:	PERSONAL CREDIT INSTITUTIONS [6141]
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		5430 LBJ FRWY
		STREET 2:		SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
		BUSINESS PHONE:		9724504228

	MAIL ADDRESS:	
		STREET 1:		5430 LBJ FRWY
		STREET 2:		SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>vhi13d091905.txt
<DESCRIPTION>SCHEDULE 13D/A
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 68)*

                                   VALHI, INC.
                                (Name of Issuer)

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

                                   918905 10 0
                                 (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)

                               September 19, 2005
                      (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)




<PAGE>


CUSIP No.  918905 10 0

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

                      Valhi 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)

                      OO

     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                                   106,098,763
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                    106,098,763

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      106,098,763

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

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

                      91.3%

    14       TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)

                      CO



<PAGE>


CUSIP No.  918905 10 0

     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)

                      WC

     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                                   106,098,763
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                    106,098,763

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      106,098,763

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

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

                      91.3%

    14       TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)

                      CO



<PAGE>


CUSIP No.  918905 10 0

     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)

                      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                                   106,098,763
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                    106,098,763

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      106,098,763

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

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

                      91.3%

    14       TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)

                      CO



<PAGE>


CUSIP No.  918905 10 0

     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                                   106,098,763
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                    106,098,763

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      106,098,763

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

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

                      91.3%

    14       TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)

                      CO



<PAGE>


CUSIP No.  918905 10 0

     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                                   106,098,763
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                    106,098,763

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      106,098,763

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

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

                      91.3%

    14       TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)

                      CO



<PAGE>


CUSIP No.  918905 10 0

     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                                   106,098,763
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                    106,098,763

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      106,098,763

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

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

                      91.3%

    14       TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)

                      CO



<PAGE>


CUSIP No.  918905 10 0

     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                                   106,098,763
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                    106,098,763

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      106,098,763

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

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

                      91.3%

    14       TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)

                      CO



<PAGE>


CUSIP No.  918905 10 0

     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)

                      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                                   106,538,163
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                             -0-

                               10     SHARED DISPOSITIVE POWER

                                                    106,538,163

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      106,538,163

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

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

                      91.6%

    14       TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)

                      CO



<PAGE>


CUSIP No. 918905 10 0

     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

                                                          3,383
        NUMBER OF
          SHARES               8      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                   107,777,263
           EACH
        REPORTING              9      SOLE DISPOSITIVE POWER
          PERSON
           WITH                                           3,383

                               10     SHARED DISPOSITIVE POWER

                                                    107,777,263

    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      3,383

    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



<PAGE>


                                AMENDMENT NO. 68
                                 TO SCHEDULE 13D

     This amended  statement on Schedule 13D (this  "Statement")  relates to the
common  stock,  par value  $0.01 per share (the  "Shares"),  of Valhi,  Inc.,  a
Delaware  corporation  (the  "Company").  Items  2,  3,  4,  5, 6 and 7 of  this
Statement  are hereby  amended as set forth below.  As a result of the Company's
repurchases of Shares, the aggregate  ownership of the outstanding Shares of all
of the reporting persons in this Statement increased by one percent on September
19, 2005.

Item 2.  Identity and Background

     Item 2 is amended as follows.

     (a) This  Statement  is filed (i) by Valhi  Holding  Company,  ("VHC") as a
direct holder of Shares,  (ii) by virtue of the direct and indirect ownership of
securities  of VHC, by 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") and Contran  Corporation  ("Contran") and (iii) by
virtue of positions he holds with Contran and certain of the other  entities (as
reported on this Statement), by 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.

     VHC, 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  91.3%,
0.9%, 0.4% and 0.1%,  respectively,  of the 116,265,978 Shares outstanding as of
September  19, 2005  according  to  information  furnished  by the Company  (the
"Outstanding  Shares").  VHC may be deemed to control the Company. VGI, National
and  Contran  are  the  holders  of   approximately   87.4%,   10.3%  and  2.3%,
respectively,  of the outstanding common stock of VHC.  Together,  VGI, National
and Contran may be deemed to control VHC.  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.

     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, or held by Mr.
Simmons or persons or other entities related to Mr. Simmons.  As sole trustee of
the Trusts,  Mr. Simmons has the power to vote and direct the disposition of the
shares of Contran  stock held by the Trusts.  Mr.  Simmons,  however,  disclaims
beneficial ownership of any shares of Contran stock that the Trusts hold.

     The Foundation directly holds approximately 0.9% of the Outstanding Shares.
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 Shares.
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 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  description  of the CDCT No. 2 is  qualified  in its  entirety  by
reference to the copy of the Amended and Restated Contran Deferred  Compensation
Trust No. 2 Agreement  between Contran and U.S. Bank National  Association filed
as  Exhibit  1 to  Amendment  No.  64 to  this  Statement,  which  agreement  is
incorporated herein by reference.

     The CMRT directly holds  approximately 0.1% of the Outstanding  Shares. The
Company  established the CMRT as a trust to permit the collective  investment by
master  trusts that  maintain the assets of certain  employee  benefit plans the
Company 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.

     Mr.  Simmons is chairman of the board of the Company,  VHC, VGI,  National,
NOA, Dixie Holding, Dixie Rice, Southwest and Contran.

     By virtue of the  holding  of the  offices,  the  stock  ownership  and his
service as trustee,  all as described  above,  (a) Mr.  Simmons may be deemed to
control such  entities and (b) Mr.  Simmons and certain of such  entities may be
deemed to possess indirect  beneficial  ownership of the Shares directly held by
certain  of such other  entities.  However,  Mr.  Simmons  disclaims  beneficial
ownership of the Shares  beneficially owned,  directly or indirectly,  by any of
such entities, except to the extent of his interest as a beneficiary of the CDCT
No. 2 and his vested  beneficial  interest,  if any,  in the Shares  held by the
CMRT.

     Harold C. Simmons' spouse is the direct owner of 43,400 Shares. Mr. Simmons
may be  deemed  to  share  indirect  beneficial  ownership  of such  Shares.  He
disclaims all such beneficial ownership.

     A trust of which Harold C. Simmons and his spouse are  co-trustees  and the
beneficiaries of which are the  grandchildren of his spouse is the direct holder
of 36,500 Shares (the  "Grandchildren's  Trust").  Mr. Simmons, as co-trustee of
the  Grandchildren's  Trust, has the power to vote and direct the disposition of
the Shares the  Grandchildren's  Trust directly  holds.  Mr.  Simmons  disclaims
beneficial ownership of any Shares that the Grandchildren's Trust holds.

     Harold C. Simmons is the direct owner of 3,383 Shares.

     The Company is the direct holder of approximately  83.1% of the outstanding
common stock of NL Industries,  Inc.  ("NL") and may be deemed to control NL. NL
and a  subsidiary  of NL directly own  3,522,967  Shares and  1,186,200  Shares,
respectively.  Pursuant to Delaware  law, the Company  treats the Shares that NL
and its  subsidiary  own as  treasury  stock  for  voting  purposes  and for the
purposes of this Statement are not deemed outstanding.

     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.

     (c) VHC is engaged in holding  Shares  and, by virtue of the holding of its
Shares, activities engaged in through the Company and its subsidiaries.

     (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) Harold C. Simmons and all persons named on Schedule B to this Statement
are  citizens  of the  United  States,  except as  otherwise  indicated  on such
Schedule.

Item 3.  Source and Amount of Funds or Other Consideration

     Item 3 is amended as follows.

     On September 25, 2005, as part of the initial  capitalization  of VHC, VGI,
National and Contran contributed the following Shares to VHC in exchange for the
following shares of VHC common stock (the "VHC Contribution").

<TABLE>
<CAPTION>
                                                              Shares of VHC
                                                               Common Stock
                                   Shares Contributed           Issued to
      Reporting Person                   to VHC              Reporting Person
- -----------------------------      ------------------        ----------------
<S>                                <C>                       <C>
Valhi Group, Inc.............          92,739,554                 87,409
National City Lines, Inc.....          10,891,009                 10,265
Contran Corporation..........           2,468,200                  2,326
                                      -----------                -------
Total........................         106,098,763                100,000
                                      ===========                =======
</TABLE>

     The Reporting  Persons  understand  that the funds  required by each person
named in Schedule B to this  Statement to acquire Shares were from such person's
personal funds.

Item 4.  Purpose of Transaction

     Item 4 is amended as follows.

     The purpose of the VHC  Contribution  was to  consolidate  the ownership of
Shares formerly held by VGI, National and Contran.

     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,  the
Reporting Persons' tax planning objectives and stock market and general economic
conditions),  any of the Reporting Persons or other entities or persons 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 or persons 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 entity or 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.

     As  described  under Item 2, Harold C.  Simmons,  through  Contran,  may be
deemed to control the Company.

     The Reporting Persons  understand that prior purchases of Shares by each of
the persons named in Schedule B to this Statement (other than Harold C. Simmons)
were made for the purpose of each such person's personal investment.

     Certain of the persons named in Schedule B to this Statement, namely Eugene
K. Anderson,  Robert D. Graham, J. Mark Hollingsworth,  William J. Lindquist, A.
Andrew R. Louis, Kelly D. Luttmer, Bobby D. O'Brien, Harold C. Simmons, Glenn R.
Simmons,  John A. St.  Wrba,  Gregory  M.  Swalwell  and  Steven L.  Watson  are
directors  or officers  of the Company and may acquire  Shares from time to time
pursuant  to  benefit  plans that the  Company  sponsors  or other  compensation
arrangements with the Company.

     Except as described in this Item 4, none of the  Reporting  Persons nor, to
the best knowledge of such persons,  any other person named in Schedule B to the
this  Statement has  formulated  any plans or proposals  that relate to or would
result in any matter  required to be  disclosed  in response to  paragraphs  (a)
through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

     Item 5 is amended as follows.

     (a) VHC, the Foundation,  the CDCT No. 2, the CMRT, the spouse of Harold C.
Simmons,  the  Grandchildren's  Trust  and  Harold  C.  Simmons  are the  direct
beneficial owners of 106,098,763,  1,044,200,  439,400,  115,000, 43,400, 36,500
and 3,383 Shares, respectively.

     By virtue of the relationships described under Item 2 of this Statement:

          (1) VHC, VGI, Dixie Holding,  Dixie Rice, National,  NOA and Southwest
     may  each be  deemed  be the  beneficial  owner of the  106,098,763  Shares
     (approximately 91.3% of the Outstanding Shares) that VHC directly holds;

          (2) Contran may be deemed be the beneficial  owner of the  106,538,163
     Shares  (approximately  91.6% of the  Outstanding  Shares) that VHC and the
     CDCT No. 2 directly hold; and

          (3) Harold C. Simmons may be deemed to be the beneficial  owner of the
     107,780,646  Shares  (approximately  92.7% of the Outstanding  Shares) that
     VHC,  the  Foundation,   the  CDCT  No.  2,  the  CMRT,  his  spouse,   the
     Grandchildren's Trust and he directly hold.

     Except for the 3,383 Shares that he holds directly and to the extent of his
interest as a beneficiary of the CDCT No. 2 and his vested beneficial  interest,
if any, in Shares  directly held by the CMRT, Mr. Simmons  disclaims  beneficial
ownership of all Shares.

     (b) By virtue of the relationships described in Item 2:

          (1) VHC, VGI, Dixie Holding,  Dixie Rice, National,  NOA and Southwest
     may each be deemed to share the power to vote and direct the disposition of
     the 106,098,763 Shares (approximately 91.3% of the Outstanding Shares) that
     VHC directly holds;

          (2)  Contran  may be deemed to share the power to vote and  direct the
     disposition  of  the  106,538,163  Shares   (approximately   91.6%  of  the
     Outstanding Shares) that VHC and the CDCT No. 2 directly hold;

          (3)  Harold  C.  Simmons  may be deemed to share the power to vote and
     direct the disposition of 107,777,263  Shares  (approximately  92.6% of the
     Outstanding Shares) that VHC, the Foundation, the CDCT No. 2, the CMRT, his
     spouse and the Grandchildren's Trust directly hold; and

          (4)  Harold C.  Simmons  may be deemed to have sole  power to vote and
     direct the disposition of 3,338 Shares that he directly holds.

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

     (c) See the  description  of the VHC  Contribution  under  Item 3, which is
incorporated herein by reference.

     Additionally,  on  September 1, 2005,  Glenn R.  Simmons  gifted away 6,000
Shares.

     (d) Each of VHC, the  Foundation,  the CDCT No. 2, the CMRT,  the spouse of
Harold C. Simmons, the Grandchildren's Trust and Harold C. Simmons has the right
to receive and the power to direct the receipt of dividends  from,  and proceeds
from the sale of, the Shares directly held by such entity or person.

     (e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect
         to Securities of the Issuer.

     Item 6 is amended as follows.

     Contran and National are parties to a $25.0  million  revolving  credit and
letter  of  credit  facility  dated as of  September 3,  1998,  as  amended  and
supplemented through October 29,  2004, with U.S. Bank National Association (the
"U.S. Bank Facility").  Borrowings under the U.S. Bank Facility bear interest at
the rate  announced  publicly from time to time by each bank as its base rate or
at a rate of 1.75% over the London interbank offered rate of interest ("LIBOR"),
are due  October 28,  2005 or such  extended  maturity  date as may be  mutually
agreed to, and are  collateralized  by, among other things,  certain Shares.  On
September 16, 2005, no amounts had been borrowed and approximately  $7.4 million
of letters of credit  were  outstanding  under the U.S.  Bank  Facility.  Of the
Shares contributed by National in the VHC Contribution,  7.0 million Shares were
pledged under the U.S. Bank  Facility.  National  contributed  these 7.0 million
Shares to VHC subject to the lien under the U.S. Bank  Facility.  VHC is now the
owner of these 7.0 million shares subject to the pledge. Contran,  National, VHC
and U.S.  Bank are  currently in the process of  preparing  documents to reflect
VHC's pledge of 7.0 million  Shares,  and the release of the 7.0 million  Shares
originally pledged by National, under the U.S. Bank Facility.

     The  foregoing  summary  of the U.S.  Bank  Facility  is  qualified  in its
entirety  by  reference  to  Exhibits  1 through 5 to  Amendment  No. 63 to this
Statement,  Exhibits 11 and 12 to Amendment No. 64 to this Statement, Exhibit 16
to Amendment No. 65 to this  Statement,  and Exhibits 12 and 13 to Amendment No.
67 to this Statement, all of which are incorporated herein by this reference.

     Dixie Rice is a party to a $1.5 million credit  facility dated as of August
18, 1986 with Southern  Methodist  University (the "SMU  Facility").  Borrowings
under the SMU Facility  bear interest at the greater or 7.5% per annum or 76% of
the Shearson Lehman Brothers, Inc. Bond Market Report -- Corporate Bond Index --
Long  Term  (Average)  Yield,  are due in  forty  equal  quarterly  installments
beginning  September  30,  1996 and ending on June 30,  2006 and are  secured by
certain  Shares.  As of  September  16,  2005,  $150,000  principal  amount  was
outstanding  under the SMU Facility and 50,000 Shares had been pledged under the
SMU Facility.

     The Shares  pledged  under the SMU  Facility are owned by VHC but loaned to
Dixie Rice  pursuant to a  Collateral  Agreement,  dated August 25, 2005 between
Dixie Rice and VHC (the  "Collateral  Agreement").  Effective  August  25,  2005
pursuant to Collateral Agreement, Dixie Rice agreed to:

          (i) pay to VHC a fee  equal to an annual  rate of 0.5% of the  average
     daily  principal  loan  balance  outstanding,  during  periods in which any
     portion of the Shares are pledged under the SMU Facility; and

          (ii) indemnify VHC against any loss or incremental cost resulting from
     the pledge of the Shares under the SMU Facility.

     The foregoing  summary of the SMU Facility and the Collateral  Agreement is
qualified in its entirety by reference to Exhibit 11 to Amendment No. 59 to this
Statement  and  Exhibit  13  to  this  Amendment  No.  68  to  this   Statement,
respectively,  which are incorporated herein by this reference.  Since 50,000 of
the  Shares  contributed  by Contran in the VHC  Contribution  were  contributed
subject to a similar previously  disclosed  collateral agreement between Contran
and Dixie Rice,  such old  collateral  agreement  has been  replaced by this new
collateral agreement between VHC and Dixie Rice.

     Effective  August 25, 2005  pursuant  to three  pledge  agreements  between
Contran and VHC,  VHC pledged in the  aggregate to three  deferred  compensation
trusts,  including the CDCT No. 2, an aggregate of 6.92 million Shares to secure
Contran's  obligations  under three  deferred  compensation  agreements  for the
benefit  of  Harold C.  Simmons  or Glenn R.  Simmons.  Pursuant  to the  pledge
agreements, Contran agreed to:

          (i) pay VHC quarterly a fee equal to 0.125% of the value of the Shares
     pledged under the respective agreement; and

          (ii) indemnify VHC against any loss or incremental cost resulting from
     the pledge of the Shares to the trusts under the pledge  agreements  or any
     transfer  of the  Shares to the  trusts  resulting  from an  obligation  of
     Contran  to pay  Harold  C.  Simmons  amounts  under the  related  deferred
     compensation agreements.

Prior to any  transfer  of any Shares to any of the trusts  resulting  from such
obligations, VHC retains all rights to vote and receive dividends on the pledged
Shares.

     The foregoing summary of the pledge agreements is qualified in its entirety
by  reference  to  Exhibits  14,  15 and 16 to  this  Amendment  No.  68 to this
Statement,  respectively, which are incorporated herein by this reference. Since
6.92  million  of the Shares  contributed  by VGI in the VHC  Contribution  were
contributed  subject to three similar  previously  disclosed  pledge  agreements
between VGI and Contran,  such old pledge agreements have been replaced by these
three new pledge agreements between VHC and Contran.

Item 7.  Material to be Filed as Exhibits.

     Item 7 is amended and restated as follows.

<TABLE>
<S>           <C>
Exhibit 1     Contran  Deferred Compensation Trust No. 2 (Amended and Restated),
              dated as of August 8, 2000,  between Contran  Corporation and U.S.
              Bank National Association  (incorporated by reference to Exhibit 1
              to Amendment No. 64 to this Statement).

Exhibit 2     Loan   Agreement  dated  as  of September 3,  1998  among  Contran
              Corporation,  National  City Lines,  Inc. and U.S.  Bank  National
              Association  (incorporated  by reference to Exhibit 1 to Amendment
              No. 63 to this Schedule 13D).

Exhibit 3     Promissory    Note   dated   September  3,  1998  in the  original
              principal  amount of $25 million payable to the order of U.S. Bank
              National   Association   and   executed  by  Contran   Corporation
              (incorporated  by reference  to Exhibit 2 to  Amendment  No. 63 to
              this Schedule 13D).

Exhibit 4     Payment Guaranty dated  September  3, 1998  executed  by  National
              City  Lines,  Inc.  (incorporated  by  reference  to  Exhibit 3 to
              Amendment No. 63 to this Schedule 13D).

Exhibit 5     Securities  Pledge  Agreement dated as of September 3,  1998 among
              Contran  Corporation,  National  City Lines,  Inc.  and U.S.  Bank
              National  Association  (incorporated  by reference to Exhibit 4 to
              Amendment No. 63 to this Schedule 13D).

Exhibit 6     Extension  Agreement  dated as  of September 2, 1999 among Contran
              Corporation,  National  City Lines,  Inc. and U.S.  Bank  National
              Association  (incorporated  by reference to Exhibit 5 to Amendment
              No. 63 to this Statement).

Exhibit 7     Extension  and  Amendment   Agreement   dated  as  of  August  31,
              2000 among Contran Corporation, National City Lines, Inc. and U.S.
              Bank National Association (incorporated by reference to Exhibit 11
              to Amendment No. 64 to this Statement).

Exhibit 8     Extension  and  Amendment   Agreement   dated  as  of  August  31,
              2001 among Contran Corporation, National City Lines, Inc. and U.S.
              Bank National Association (incorporated by reference to Exhibit 12
              to Amendment No. 64 to this Statement).

Exhibit 9     Extension  and  Amendment   Agreement   dated  as  of  August  28,
              2002 among Contran Corporation, National City Lines, Inc. and U.S.
              Bank National Association (incorporated by reference to Exhibit 16
              to Amendment No. 65 to this Statement).

Exhibit 10    Amended  and  Restated  Extension  and  Amendment  Agreement dated
              as of October 24, 2003 among  Contran  Corporation,  National City
              Lines,  Inc. and U.S. Bank National  Association  (incorporated by
              reference to Exhibit 12 to Amendment No. 67 to this Statement).

Exhibit 11    Extension  and  Amendment  Agreement dated as of October  29, 2004
              among Contran Corporation, National City Lines, Inc. and U.S. Bank
              National  Association  (incorporated by reference to Exhibit 13 to
              Amendment No. 67 to this Statement).

Exhibit 12    Loan and Pledge Agreement, dated as of August  18,  1986,  between
              Dixie Rice Agricultural  Corporation,  Inc. and Southern Methodist
              University  (incorporated  by reference to Exhibit 11 to Amendment
              No. 59 to this Statement).

Exhibit 13*   Collateral  Agreement,  dated as of August 25, 2005, between Dixie
              Rice Agricultural Corporation, Inc. and Valhi Holding Company.

Exhibit 14*   Pledge   Agreement  dated  as of August 25, 2005  between  Contran
              Corporation  and Valhi  Holding  Company  for the  benefit  of the
              Contran Deferred Compensation Trust No. 1.

Exhibit 15*   Pledge  Agreement   dated  as of August 25, 2005  between  Contran
              Corporation  and Valhi  Holding  Company  for the  benefit  of the
              Contran Deferred Compensation Trust No. 2.

Exhibit 16*   Pledge  Agreement   dated  as of August 25, 2005  between  Contran
              Corporation  and Valhi  Holding  Company  for the  benefit  of the
              Contran Deferred Compensation Trust No. 3.
</TABLE>

- ----------

* Filed herewith.


<PAGE>


                                    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:  September 27, 2005




                                               /s/ Harold C. Simmons
                                               ----------------------------
                                               Harold C. Simmons
                                               Signing in his
                                               individual capacity only.


<PAGE>


                                    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:  September 27, 2005





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


<PAGE>


                                   SCHEDULE A


Steven L. Watson, as President or Executive Vice President of each of:

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


<PAGE>


                                   SCHEDULE B


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

<TABLE>
<CAPTION>
        Name                               Present Principal Occupation
- --------------------------      ------------------------------------------------
<S>                             <C>
Eugene K. Anderson              Vice   president  of  Contran,  Dixie   Holding,
                                Dixie Rice,  National,  NOA,  Southwest,  Valhi,
                                Inc. (the "Company"), VGI and VHC.

Robert D. Graham                Vice president of Contran,  Dixie Holding, Dixie
                                Rice, National, NOA, Southwest, the Company, VGI
                                and VHC; and vice president, general counsel and
                                secretary  of Kronos  Worldwide,  Inc.  ("Kronos
                                Worldwide") and NL Industries, Inc. ("NL"), both
                                subsidiaries of the Company.

J. Mark Hollingsworth           Vice president and  general  counsel of Contran,
                                Dixie  Holding,   Dixie  Rice,  National,   NOA,
                                Southwest,  the  Company,  VGI and VHC;  general
                                counsel   of  CompX   International   Inc.,   an
                                affiliate  of  the  Company   ("CompX");   trust
                                counsel of The Combined Master Retirement Trust,
                                a  trust  the  Company   formed  to  permit  the
                                collective  investment  by trusts that  maintain
                                the assets of certain employee benefit plans the
                                Company   and  related   companies   adopt  (the
                                "CMRT");  and acting general counsel of Keystone
                                Consolidated Industries,  Inc. ("Keystone"),  an
                                affiliate of Contran.

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

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

Kelly D. Luttmer                Vice president and tax  director of the Company,
                                Contran,   CompX,  Dixie  Holding,  Dixie  Rice,
                                Kronos Worldwide,  National, NL, NOA, Southwest,
                                VGI and VHC.

Andrew McCollam, Jr. (1)        President  and  director of  Southwest; director
                                of Dixie Rice; and a private investor.

Harold M. Mire (2)              Vice president of Dixie Rice and Southwest.

Bobby D. O'Brien                Vice  president, chief     financial officer and
                                director  of Dixie  Holding,  National,  NOA and
                                VGI;  and vice  president  and  chief  financial
                                officer of the  Company,  Contran,  Dixie  Rice,
                                Southwest and VHC.

Glenn R. Simmons                Vice  chairman  of the board of  Contran,  Dixie
                                Holding, Dixie Rice, National, NOA, the Company,
                                VGI and VHC;  chairman of the board of CompX and
                                Keystone;  director and executive vice president
                                of   Southwest;   and  a   director   of  Kronos
                                Worldwide,  NL and Titanium Metals  Corporation,
                                an affiliate of the Company ("TIMET").

Harold C. Simmons               Chairman of the board of the  Company,  Contran,
                                Dixie  Holding,   Dixie  Rice,  National,   NOA,
                                Southwest,  VGI and VHC;  chairman  of the board
                                and chief executive  officer of Kronos Worldwide
                                and NL; vice chairman of TIMET;  and trustee and
                                member of the trust investment  committee of the
                                CMRT.

Richard A. Smith (2)            Vice president of Dixie Rice.

John A. St. Wrba                Vice president  and  treasurer of the   Company,
                                Contran,   Dixie  Holding,  Dixie  Rice,  Kronos
                                Worldwide, National, NL, NOA, Southwest, VGI and
                                VHC; and vice president and assistant  treasurer
                                of TIMET.

Gregory M. Swalwell             Vice president and  controller of the   Company,
                                Contran,   Dixie   Holding,    National,    NOA,
                                Southwest, VGI and VHC; vice president,  finance
                                and chief financial  officer of Kronos Worldwide
                                and  NL;  and  vice  president  of  Dixie  Rice,
                                Southwest and TIMET.

Steven L. Watson                Director   and  president  of   Contran,   Dixie
                                Holding, Dixie Rice, National, NOA, VGI and VHC;
                                director,  president and chief executive officer
                                of the  Company;  director  and  executive  vice
                                president of Southwest;  vice chairman of Kronos
                                Worldwide; and a director of CompX, Keystone, NL
                                and TIMET.
</TABLE>

- ----------

(1)  The principal business address for Mr. McCollam is 402 Canal Street, Houma,
     Louisiana 70360.

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



<PAGE>


                                   SCHEDULE C

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

<TABLE>
<CAPTION>

                                  Shares          Options
          Name                     Held           Held (1)         Total
- --------------------------      -----------     -----------     -----------
<S>                             <C>             <C>             <C>
Eugene K. Anderson                 1,446           51,400          52,846

Robert D. Graham                     -0-              -0-             -0-

J. Mark Hollingsworth                -0-          100,000         100,000

William J. Lindquist                 -0-          130,000         130,000

A. Andrew R. Louis                   -0-           69,600          69,600

Kelly D. Luttmer                     -0-           66,600          66,600

Andrew McCollam, Jr.                 550              -0-             550

Harold M. Mire                     1,137              -0-           1,137

Bobby D. O'Brien                     -0-           80,000          80,000

Glenn R. Simmons(2)               12,247              -0-          12,247

Harold C. Simmons(3)              83,283              -0-          83,283

Richard A. Smith                     333              -0-             333

John A. St. Wrba                     -0-              -0-             -0-

Gregory M. Swalwell                1,166          100,000         100,000

Steven L. Watson                  17,246          100,000         117,246

</TABLE>

- ----------

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

(2)  The Reporting  Persons  understand that the Shares indicated as held by Mr.
     Simmons also include 800 Shares held in his wife's retirement account, with
     respect to which Mr. Simmons disclaims beneficial ownership.

(4)  Includes 43,400 and 36,500 Shares directly held, respectively, by Harold C.
     Simmons'  spouse and a trust of which  Harold C. Simmons and his spouse are
     co-trustees and the  beneficiaries  of which are the  grandchildren  of his
     spouse.  Mr.  Harold C.  Simmons  also may be deemed  to  possess  indirect
     beneficial  ownership  of the other  Shares  set forth in Item 5(a) of this
     Statement,   held  by  other  Reporting  Persons.   Mr.  Simmons  disclaims
     beneficial  ownership  of all Shares  except for the 3,383  Shares  that he
     holds  directly and to the extent of his interest as a  beneficiary  of the
     CDCT No. 2 and his vested beneficial  interest,  if any, in Shares directly
     held by the CMRT.


<PAGE>

<TABLE>
<CAPTION>

                                 EXHIBIT INDEX
<S>           <C>
Exhibit 1     Contran Deferred Compensation  Trust No. 2 (Amended and Restated),
              dated as of August 8, 2000,  between Contran  Corporation and U.S.
              Bank National Association  (incorporated by reference to Exhibit 1
              to Amendment No. 64 to this Statement).

Exhibit 2     Loan  Agreement   dated  as   of  September 3, 1998 among  Contran
              Corporation,  National  City Lines,  Inc. and U.S.  Bank  National
              Association  (incorporated  by reference to Exhibit 1 to Amendment
              No. 63 to this Schedule 13D).

Exhibit 3     Promissory   Note   dated   September  3,  1998  in  the  original
              principal  amount of $25 million payable to the order of U.S. Bank
              National   Association   and   executed  by  Contran   Corporation
              (incorporated  by reference  to Exhibit 2 to  Amendment  No. 63 to
              this Schedule 13D).

Exhibit 4     Payment Guaranty dated  September  3, 1998  executed  by  National
              City  Lines,  Inc.  (incorporated  by  reference  to  Exhibit 3 to
              Amendment No. 63 to this Schedule 13D).

Exhibit 5     Securities  Pledge  Agreement dated as of September 3,  1998 among
              Contran  Corporation,  National  City Lines,  Inc.  and U.S.  Bank
              National  Association  (incorporated  by reference to Exhibit 4 to
              Amendment No. 63 to this Schedule 13D).

Exhibit 6     Extension  Agreement  dated  as of September 2, 1999 among Contran
              Corporation,  National  City Lines,  Inc. and U.S.  Bank  National
              Association  (incorporated  by reference to Exhibit 5 to Amendment
              No. 63 to this Statement).

Exhibit 7     Extension  and  Amendment   Agreement   dated  as  of  August  31,
              2000 among Contran Corporation, National City Lines, Inc. and U.S.
              Bank National Association (incorporated by reference to Exhibit 11
              to Amendment No. 64 to this Statement).

Exhibit 8     Extension  and  Amendment   Agreement   dated  as  of  August  31,
              2001 among Contran Corporation, National City Lines, Inc. and U.S.
              Bank National Association (incorporated by reference to Exhibit 12
              to Amendment No. 64 to this Statement).

Exhibit 9     Extension  and  Amendment   Agreement   dated  as  of  August  28,
              2002 among Contran Corporation, National City Lines, Inc. and U.S.
              Bank National Association (incorporated by reference to Exhibit 16
              to Amendment No. 65 to this Statement).

Exhibit 10    Amended  and  Restated  Extension  and  Amendment  Agreement dated
              as of October 24, 2003 among  Contran  Corporation,  National City
              Lines,  Inc. and U.S. Bank National  Association  (incorporated by
              reference to Exhibit 12 to Amendment No. 67 to this Statement).

Exhibit 11    Extension and  Amendment Agreement  dated as of October  29,  2004
              among Contran Corporation, National City Lines, Inc. and U.S. Bank
              National  Association  (incorporated by reference to Exhibit 13 to
              Amendment No. 67 to this Statement).

Exhibit 12    Loan  and  Pledge   Agreement,  dated  as  of   August  18,  1986,
              between  Dixie Rice  Agricultural  Corporation,  Inc. and Southern
              Methodist  University  (incorporated by reference to Exhibit 11 to
              Amendment No. 59 to this Statement).

Exhibit 13*   Collateral  Agreement,  dated as of August 25, 2005, between Dixie
              Rice Agricultural Corporation, Inc. and Valhi Holding Company.

Exhibit 14*   Pledge  Agreement   dated  as of August 25, 2005  between  Contran
              Corporation  and Valhi  Holding  Company  for the  benefit  of the
              Contran Deferred Compensation Trust No. 1.

Exhibit 15*   Pledge   Agreement  dated  as of August 25, 2005  between  Contran
              Corporation  and Valhi  Holding  Company  for the  benefit  of the
              Contran Deferred Compensation Trust No. 2.

Exhibit 16*   Pledge   Agreement  dated  as of August 25, 2005  between  Contran
              Corporation  and Valhi  Holding  Company  for the  benefit  of the
              Contran Deferred Compensation Trust No. 3.
</TABLE>

- ----------

* Filed herewith.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<FILENAME>exhibit13.txt
<DESCRIPTION>EXHIBIT 13
<TEXT>
                              COLLATERAL AGREEMENT

     This Collateral  Agreement (this  "Agreement") is made by and between Dixie
Rice Agricultural  Corporation,  Inc., a Louisiana  corporation  ("Dixie"),  and
Valhi Holding Company,  a Delaware  corporation  ("VHC"),  as of the 25th day of
August, 2005.

                                    Recitals

     A. Dixie and Southern  Methodist  University ("SMU") have entered into that
certain Loan and Pledge Agreement dated August 18, 1986 (the "Loan  Agreement"),
pursuant to which SMU has agreed to advance Dixie up to $1,500,000.00 in loans.

     B. SMU requires, among other things, that Dixie pledge shares of stock with
a market value of not less than two hundred  percent  (200%) of the  outstanding
principal balance of the loans advanced under the Loan Agreement.

     C. Dixie does not currently hold securities that will qualify as collateral
under the Loan Agreement.

     D. On August 24, 2005, in order to assist Dixie with its pledge obligation,
Contran  Corporation,  a Delaware  corporation and an affiliate of Dixie and VHC
("Contran"),  had pledged  50,000 shares (the "Old Shares") of the common stock,
par value $0.01 per share (the "Valhi Common Stock"), of Valhi, Inc., a Delaware
corporation, for a collateral fee Dixie paid to Contran.

     E. On August 25, 2005, Contran contributed the Old Shares to VHC subject to
all existing liens.

     F. VHC has  agreed to pledge  50,000  shares of the Valhi  Common  Stock as
collateral under the Loan Agreement in exchange for the Old Shares.

                                    Agreement

     In  consideration  of the mutual  premises,  representations  and covenants
herein contained, the parties hereto mutually agree as follows.

     Section 1. VHC agrees to pledge,  as collateral  under the Loan  Agreement,
50,000  shares of Valhi  Common  Stock owned by VHC, or such  greater  number of
shares  that shall  have from time to time a market  value of at least the value
required by the Loan Agreement (the "New Shares").

     Section 2. As consideration for pledging the New Shares, Dixie shall pay to
VHC a fee equal to an annual rate of 0.5% of the average  daily  principal  loan
balance  outstanding,  during periods in which any portion of the New Shares are
pledged, under the Loan Agreement,  payable quarterly on each March 31, June 30,
September 30, and December 31.

     Section 3. Dixie  agrees to indemnify  VHC against any loss or  incremental
cost resulting from the pledge of the New Shares under the Loan Agreement.

     Section 4. Dixie  agrees   to   use  its  best  efforts  to  deliver  stock
certificates  representing  the Old Shares to VHC shortly  after the delivery of
the New Shares to SMU.

     Section 5. The Agreement may be terminated by either party hereto by giving
the other party thirty (30) days written notice of such termination.

     Executed as of the date first above written.

                                DIXIE RICE AGRICULTURAL CORPORATION, INC.




                                By:/s/ Bobby D. O'Brien
                                   --------------------------------------
                                   Bobby D. O'Brien, Vice President


                                VALHI HOLDING COMPANY




                                By:/s/ Gregory M. Swalwell
                                   --------------------------------------
                                   Gregory M. Swalwell, Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14
<SEQUENCE>4
<FILENAME>exhibit14.txt
<DESCRIPTION>EXHIBIT 14
<TEXT>
                                PLEDGE AGREEMENT
        For the Benefit of the Contran Deferred Compensation Trust No. 1

     This  Pledge  Agreement  (this  "Agreement")  is made as of August 25, 2005
between  Contran  Corporation,  a Delaware  corporation  ("Contran"),  and Valhi
Holding Company, a Delaware corporation and a subsidiary of Contran ("VHC").

                                    Recitals

     A. Contran and Harold C. Simmons,  the chairman of the board of Contran and
a resident of Dallas, Texas ("Simmons"),  have entered into that certain Amended
and  Restated  1993  Deferred  Compensation  Agreement  as of  January  1,  2004
(Originally  Established  December  29,  1993)  (collectively  with any  further
amendments,  the "Deferred  Compensation  Agreement").  Pursuant to the Deferred
Compensation  Agreement,  Contran  has an  obligation  to pay  Simmons  upon the
occurrence of certain events (a "Payout Event") the value of Simmons's  deferred
compensation account established by the Deferred  Compensation  Agreement,  less
the value of assets  concurrently  distributed to him at the time by the trustee
of the Amended and  Restated  Contran  Deferred  Compensation  Trust No. 1 as of
January 1, 2004 (the "CDCT").

     B. On  January 1, 2004,  Valhi  Group,  Inc.,  a Nevada  corporation  and a
subsidiary  of  Contran  ("VGI"),  in order to  assist  Contran  in  funding  it
obligations  under the  Deferred  Compensation  Agreement,  pledged  3.5 million
shares (the "Old Shares") of the common stock, par value $0.01 per share ("Valhi
Common Stock"), of Valhi, Inc., a Delaware  corporation and also a subsidiary of
VGI and Contran, registered in the name of VGI to the CDCT in consideration of a
collateral  fee and an  indemnity  from Contran  pursuant to a Pledge  Agreement
dated January 1, 2004 between Contran and VGI.

     C. On August  25,  2005,  VGI  contributed  the Old  Shares  to VHC,  which
contribution was subject to all existing liens.

     D. VHC  desires   to  pledge  3.5  million  shares  of Valhi  Common  Stock
registered  in the name of VHC (the "New Shares") to the CDCT under the terms of
this Agreement in anticipation of the delivery of the Old Shares to VHC.

                                    Agreement

     In  consideration  of the mutual  premises,  representations  and covenants
herein contained, the parties hereto mutually agree as follows.

     Section 1. The Pledge. VHC agrees to secure Contran's obligations under the
Deferred  Compensation  Agreement by granting to the CDCT a security interest in
the New Shares and delivering to the CDCT stock  certificates for the New Shares
with  applicable  stock  powers  duly  executed  in blank by VHC,  all in a form
reasonably  satisfactory  to the CDCT.  VHC warrants  that the New Shares,  when
delivered  to the  CDCT  will  be  free  and  clear  of all  liens,  claims  and
encumbrances  whatsoever,  except for such liens, claims and encumbrances on the
New Shares  created by this  Agreement.  The CDCT may at any time  following the
occurrence and during the continuation of a Payout Event cause any or all of the
New Shares to be  transferred of record into the name of the CDCT or its nominee
and exercise any and all rights of a secured party  holding a security  interest
in the New Shares under the uniform  commercial  code.  Prior to the transfer of
record of a New  Share to the CDCT upon a Payout  Event,  VHC shall  retain  all
rights to vote the New Share and receive dividends on the New Share.

     Section 2. The Pledge Fee. As  consideration  for  pledging the New Shares,
Contran  shall pay to VHC on March 31, June 30,  September 30 and December 31 of
each year (if a business day, and if not, on the next successive business day as
if made as of the end of such  calendar  quarter)  a fee  equal to 0.125% of the
value of the New Shares based on the closing sales price per share for shares of
Valhi Common Stock on the second to last day of such  calendar  quarter on which
such  shares  traded as  reported  by the New York Stock  Exchange or such other
principal  exchange or other  market  quotation  system on which such shares may
then trade.  The initial  fee payable on  September  30, 2005 shall be pro rated
based on the period from the date of this Agreement to September 30, 2005.  Upon
the termination of this Agreement,  if the termination date is not as of the end
of a calendar  quarter,  Contran shall pay on the termination  date to VHC a pro
rated fee based on the portion of the calendar  quarter that the New Shares were
pledged  and the  closing  sales  price per share of Valhi  Common  Stock on the
second to last day on which  shares of Valhi  Common  Stock  traded prior to the
termination  date as  reported  by the New York  Stock  Exchange  or such  other
principal  exchange or other  market  quotation  system on which such shares may
then trade.

     Section 3. Indemnity.   Contran agrees to indemnify VHC against any loss or
incremental  cost  resulting from the pledge of the New Shares to the CDCT under
this  Agreement  or the  transfer  of the New  Shares  to the CDCT upon a Payout
Event.

     Section 4. Return of Old Shares.  Contran agrees to use its best efforts to
deliver stock certificates  representing the Old Shares to VHC shortly after the
delivery of the New Shares to the CDCT.

     Section 5. Termination. Either party hereto may terminate this Agreement by
giving the other party thirty days advance  written notice of such  termination.
On the  termination  date of this  Agreement,  Contran  shall  return  the stock
certificates  representing  the New Shares to VHC and the related  stock  powers
that VHC originally tendered to Contran under this Agreement.

     Section 6. Applicable  Law.    This  Agreement  shall  be  governed  by and
construed in accordance  with the domestic  laws of the state of Texas,  without
giving effect to any choice of law or conflict of law provision or rule (whether
of  the  state  of  Texas  or any  other  jurisdiction)  that  would  cause  the
application of the laws of any jurisdiction other than the state of Texas.

     Executed as of the date first above written.

CONTRAN CORPORATION                       VALHI HOLDING COMPANY




By:/s/ Bobby D. O'Brien                   By:/s/ Gregory M. Swalwell
   --------------------------------          -----------------------------------
   Bobby D. O'Brien, Vice President          Gregory M. Swalwell, Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15
<SEQUENCE>5
<FILENAME>exhibit15.txt
<DESCRIPTION>EXHIBIT 15
<TEXT>
                                PLEDGE AGREEMENT
        For the Benefit of the Contran Deferred Compensation Trust No. 2

     This  Pledge  Agreement  (this  "Agreement")  is made as of August 25, 2005
between  Contran  Corporation,  a Delaware  corporation  ("Contran"),  and Valhi
Holding Company, a Delaware corporation and a subsidiary of Contran ("VHC").

                                    Recitals

     A. Contran and Harold C. Simmons,  the chairman of the board of Contran and
a resident of Dallas, Texas ("Simmons"),  have entered into that certain Amended
and  Restated  1984  Deferred  Compensation  Agreement  as of  January  1,  2004
(Originally  Established  October 31, 1984) (along with any further  amendments,
the "Deferred  Compensation  Agreement").  Pursuant to the Deferred Compensation
Agreement,  Contran has an  obligation  to pay Simmons  upon the  occurrence  of
certain events (a "Payout Event") the value of Simmons's  deferred  compensation
account established by the Deferred  Compensation  Agreement,  less the value of
assets concurrently distributed to him at the time by the trustee of the Amended
and Restated  Contran  Deferred  Compensation  Trust No. 2 as of January 1, 2004
(the "CDCT No. 2").

     B. On  January 1, 2004,  Valhi  Group,  Inc.,  a Nevada  corporation  and a
subsidiary  of  Contran  ("VGI"),  in order to  assist  Contran  in  funding  it
obligations  under the  Deferred  Compensation  Agreement,  pledged  3.3 million
shares (the "Old Shares") of the common stock, par value $0.01 per share ("Valhi
Common Stock"), of Valhi, Inc., a Delaware  corporation and also a subsidiary of
VGI  and  Contran,  registered  in  the  name  of  VGI  to  the  CDCT  No.  2 in
consideration  of a collateral fee and an indemnity  from Contran  pursuant to a
Pledge Agreement dated January 1, 2004 between Contran and VGI.

     C. On August  25,  2005,  VGI  contributed  the Old  Shares  to VHC,  which
contribution was subject to all existing liens.

     D. VHC  desires   to  pledge  3.3  million  shares  of Valhi  Common  Stock
registered  in the name of VHC (the  "New  Shares")  to the CDCT No. 2 under the
terms of this  Agreement  in  anticipation  of the delivery of the Old Shares to
VHC.

                                    Agreement

     In  consideration  of the mutual  premises,  representations  and covenants
herein contained, the parties hereto mutually agree as follows.

     Section 1. The Pledge. VHC agrees to secure Contran's obligations under the
Deferred  Compensation  Agreement  by  granting  to the CDCT  No.  2 a  security
interest in the New Shares and  delivering to the CDCT No. 2 stock  certificates
for the New Shares with  applicable  stock powers duly executed in blank by VHC,
all in a form  reasonably  satisfactory to the CDCT No. 2. VHC warrants that the
New  Shares,  when  delivered  to the CDCT  No. 2 will be free and  clear of all
liens,  claims and encumbrances  whatsoever,  except for such liens,  claims and
encumbrances on the New Shares created by this Agreement.  The CDCT No. 2 may at
any time following the occurrence and during the  continuation of a Payout Event
cause any or all of the New Shares to be  transferred of record into the name of
the CDCT No. 2 or its nominee and exercise any and all rights of a secured party
holding a security interest in the New Shares under the uniform commercial code.
Prior to the  transfer  of record of a New Share to the CDCT No. 2 upon a Payout
Event,  VHC shall retain all rights to vote the New Share and receive  dividends
on the New Share.

     Section 2. The Pledge Fee. As  consideration  for  pledging the New Shares,
Contran  shall pay to VHC on March 31, June 30,  September 30 and December 31 of
each year (if a business day, and if not, on the next successive business day as
if made as of the end of such  calendar  quarter)  a fee  equal to 0.125% of the
value of the New Shares based on the closing sales price per share for shares of
Valhi Common Stock on the second to last day of such  calendar  quarter on which
such  shares  traded as  reported  by the New York Stock  Exchange or such other
principal  exchange or other  market  quotation  system on which shares of Valhi
Common Stock may then trade. The initial fee payable on September 30, 2005 shall
be pro rated based on the period from the date of this  Agreement  to  September
30, 2005. Upon the termination of this Agreement, if the termination date is not
as of the end of a calendar  quarter,  Contran shall pay on the termination date
to VHC a pro rated fee based on the portion of the calendar quarter that the New
Shares were pledged and the closing  sales price per share of Valhi Common Stock
on the second to last day on which  shares of Valhi Common Stock traded prior to
the  termination  date as reported by the New York Stock  Exchange or such other
principal  exchange or other  market  quotation  system on which such shares may
then trade.

     Section 3. Indemnity.   Contran agrees to indemnify VHC against any loss or
incremental  cost  resulting from the pledge of the New Shares to the CDCT No. 2
under this  Agreement or the transfer of the New Shares to the CDCT No. 2 upon a
Payout Event.

     Section 4. Return of Old Shares.  Contran agrees to use its best efforts to
deliver stock certificates  representing the Old Shares to VHC shortly after the
delivery of the New Shares to the CDCT No. 2.

     Section 5. Termination. Either party hereto may terminate this Agreement by
giving the other party thirty days advance  written notice of such  termination.
On the  termination  date of this  Agreement,  Contran  shall  return  the stock
certificates  representing  the New Shares to VHC and the related  stock  powers
that VHC originally tendered to Contran under this Agreement.

     Section 6. Applicable  Law.    This  Agreement  shall  be  governed  by and
construed in accordance  with the domestic  laws of the state of Texas,  without
giving effect to any choice of law or conflict of law provision or rule (whether
of  the  state  of  Texas  or any  other  jurisdiction)  that  would  cause  the
application of the laws of any jurisdiction other than the state of Texas.

     Executed as of the date first above written.

CONTRAN CORPORATION                       VALHI HOLDING COMPANY



CONTRAN CORPORATION                       VALHI HOLDING COMPANY




By:/s/ Bobby D. O'Brien                   By:/s/ Gregory M. Swalwell
   --------------------------------          -----------------------------------
   Bobby D. O'Brien, Vice President          Gregory M. Swalwell, Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>6
<FILENAME>exhibit16.txt
<DESCRIPTION>EXHIBIT 16
<TEXT>
                                PLEDGE AGREEMENT
        For the Benefit of the Contran Deferred Compensation Trust No. 3

     This  Pledge  Agreement  (this  "Agreement")  is made as of August 25, 2005
between  Contran  Corporation,  a Delaware  corporation  ("Contran"),  and Valhi
Holding Company, a Delaware corporation and a subsidiary of Contran ("VHC").

                                    Recitals

     A. Contran and Glenn R. Simmons,  the vice chairman of the board of Contran
and  a  resident  of  Dallas,  Texas  ("Simmons"),  have  entered  into  certain
nonqualified  deferred  compensation  agreements,  namely (collectively with any
further amendments to these agreements, the "Deferred Compensation Agreements"):

     (1)  The Deferred Compensation  Agreement  (Originally  Established October
          31, 1984) Amended and Restated as of January 1, 1999;

     (2)  The Contran  Corporation  2001 Deferred  Compensation  Agreement as of
          December 31, 2001; and

     (3)  The Deferred Compensation Agreement as of January 1, 2003.

Pursuant to the Deferred Compensation Agreements, Contran has an obligation to
pay Simmons upon the occurrence of certain events (a "Payout Event") the value
of Simmons's deferred compensation accounts established by the Deferred
Compensation Agreements, less the value of assets concurrently distributed to
him at the time by the trustee of the Amended and Restated Contran Deferred
Compensation Trust No. 3 as of July 1, 2004 (the "CDCT").

     B.  On July  1,  2004,  Valhi  Group,  Inc.,  a  Nevada  corporation  and a
subsidiary  of  Contran  ("VGI"),  in order to  assist  Contran  in  funding  it
obligations under the Deferred Compensation  Agreements,  pledged 300,000 shares
(the "Old Shares") of the common stock, par value $0.01 per share ("Valhi Common
Stock"), of Valhi, Inc., a Delaware corporation and also a subsidiary of VGI and
Contran,  registered  in the  name  of VGI to the  CDCT  in  consideration  of a
collateral  fee and an  indemnity  from Contran  pursuant to a Pledge  Agreement
dated July 1, 2004 between Contran and VGI.

     C. On August  25,  2005,  VGI  contributed  the Old  Shares  to VHC,  which
contribution was subject to all existing liens.

     D. Based  on  the   reduced  obligations  of  Contran  under  the  Deferred
Compensation  Agreements,  VHC desires to pledge  120,000 shares of Valhi Common
Stock  registered  in the name of VHC (the "New  Shares")  to the CDCT under the
terms of this  Agreement  in  anticipation  of the delivery of the Old Shares to
VHC.

                                    Agreement

     In  consideration  of the mutual  premises,  representations  and covenants
herein contained, the parties hereto mutually agree as follows.

     Section 1. The Pledge. VHC agrees to secure Contran's obligations under the
Deferred Compensation  Agreements by granting to the CDCT a security interest in
the New Shares and delivering to the CDCT stock  certificates for the New Shares
with  applicable  stock  powers  duly  executed  in blank by VHC,  all in a form
reasonably  satisfactory  to the CDCT.  VHC warrants  that the New Shares,  when
delivered  to the  CDCT  will  be  free  and  clear  of all  liens,  claims  and
encumbrances  whatsoever,  except for such liens, claims and encumbrances on the
New Shares  created by this  Agreement.  The CDCT may at any time  following the
occurrence and during the continuation of a Payout Event cause any or all of the
New Shares to be  transferred of record into the name of the CDCT or its nominee
and exercise any and all rights of a secured party  holding a security  interest
in the New Shares under the uniform  commercial  code.  Prior to the transfer of
record of a New  Share to the CDCT upon a Payout  Event,  VHC shall  retain  all
rights to vote the New Share and receive dividends on the New Share.

     Section 2. The Pledge Fee. As  consideration  for  pledging the New Shares,
Contran  shall pay to VHC on March 31, June 30,  September 30 and December 31 of
each year (if a business day, and if not, on the next successive business day as
if made as of the end of such  calendar  quarter)  a fee  equal to 0.125% of the
value of the New Shares based on the closing sales price per share for shares of
Valhi Common Stock on the second to last day of such  calendar  quarter on which
such  shares  traded as  reported  by the New York Stock  Exchange or such other
principal  exchange or other  market  quotation  system on which such shares may
then trade.  The initial  fee payable on  September  30, 2005 shall be pro rated
based on the period from the date of this Agreement to September 30, 2005.  Upon
the termination of this Agreement,  if the termination date is not as of the end
of a calendar  quarter,  Contran shall pay on the termination  date to VHC a pro
rated fee based on the portion of the calendar  quarter that the New Shares were
pledged  and the  closing  sales  price per share of Valhi  Common  Stock on the
second to last day on which  shares of Valhi  Common  Stock  traded prior to the
termination  date as  reported  by the New York  Stock  Exchange  or such  other
principal  exchange or other  market  quotation  system on which such shares may
then trade.

     Section 3. Indemnity.   Contran agrees to indemnify VHC against any loss or
incremental  cost  resulting from the pledge of the New Shares to the CDCT under
this  Agreement  or the  transfer  of the New  Shares  to the CDCT upon a Payout
Event.

     Section 4. Return of Old Shares.  Contran agrees to use its best efforts to
deliver stock certificates  representing the Old Shares to VHC shortly after the
delivery of the New Shares to the CDCT.

     Section 5. Termination. Either party hereto may terminate this Agreement by
giving the other party thirty days advance  written notice of such  termination.
On the  termination  date of this  Agreement,  Contran  shall  return  the stock
certificates  representing  the New Shares to VHC and the related  stock  powers
that VHC originally tendered to Contran under this Agreement.

     Section 6. Applicable  Law.    This  Agreement  shall  be  governed  by and
construed in accordance  with the domestic  laws of the state of Texas,  without
giving effect to any choice of law or conflict of law provision or rule (whether
of  the  state  of  Texas  or any  other  jurisdiction)  that  would  cause  the
application of the laws of any jurisdiction other than the state of Texas.

     Executed as of the date first above written.

CONTRAN CORPORATION                       VALHI HOLDING COMPANY




By:/s/ Bobby D. O'Brien                   By:/s/ Gregory M. Swalwell
   --------------------------------          -----------------------------------
   Bobby D. O'Brien, Vice President          Gregory M. Swalwell, Vice President

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
