<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>
