<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>
