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<SEC-DOCUMENT>0000059255-09-000183.txt : 20091009
<SEC-HEADER>0000059255-09-000183.hdr.sgml : 20091009
<ACCEPTANCE-DATETIME>20091009184847
ACCESSION NUMBER:		0000059255-09-000183
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20091007
FILED AS OF DATE:		20091009
DATE AS OF CHANGE:		20091009

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			SIMMONS HAROLD C
		CENTRAL INDEX KEY:			0001037854
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-48391
		FILM NUMBER:		091115014

	MAIL ADDRESS:	
		STREET 1:		THREE LINCOLN CENTRE
		STREET 2:		5430 LBJ FREEWAY STE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240-2697

ISSUER:		

	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

	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

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			DIXIE RICE AGRICULTURE CORP INC
		CENTRAL INDEX KEY:			0001074787

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-48391
		FILM NUMBER:		091115015

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

	MAIL ADDRESS:	
		STREET 1:		600 PASQUIERE ST
		CITY:			GUEYDAN
		STATE:			LA
		ZIP:			70542

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			VALHI HOLDING CO
		CENTRAL INDEX KEY:			0001338019

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-48391
		FILM NUMBER:		091115016

	BUSINESS ADDRESS:	
		STREET 1:		5430 LBJ FREEWAY
		STREET 2:		SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
		BUSINESS PHONE:		972-233-1700

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

REPORTING-OWNER:	

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

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-48391
		FILM NUMBER:		091115017

	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
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<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0303</schemaVersion>

    <documentType>4</documentType>

    <periodOfReport>2009-10-07</periodOfReport>

    <issuer>
        <issuerCik>0000059255</issuerCik>
        <issuerName>VALHI INC /DE/</issuerName>
        <issuerTradingSymbol>VHI</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0000024240</rptOwnerCik>
            <rptOwnerName>CONTRAN CORP</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>5430 LBJ FREEWAY, SUITE 1700</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75240</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001338019</rptOwnerCik>
            <rptOwnerName>VALHI HOLDING CO</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>5430 LBJ FREEWAY, SUITE 1700</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75240</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001074787</rptOwnerCik>
            <rptOwnerName>DIXIE RICE AGRICULTURE CORP INC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>5430 LBJ FREEWAY, SUITE 1700</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75240</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001037854</rptOwnerCik>
            <rptOwnerName>SIMMONS HAROLD C</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>5430 LBJ FREEWAY, SUITE 1700</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75240</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chairman of the Board</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common stock, $0.01 par value per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>11000</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value></value>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeTransaction>
            <securityTitle>
                <value>Common stock, $0.01 par value per share</value>
            </securityTitle>
            <transactionDate>
                <value>2009-10-07</value>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>J</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
                <footnoteId id="F1"/>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>366847</value>
                </transactionShares>
                <transactionPricePerShare>
                    <footnoteId id="F1"/>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>D</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>104773316</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>by VHC</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeTransaction>
        <nonDerivativeTransaction>
            <securityTitle>
                <value>Common stock, $0.01 par value per share</value>
            </securityTitle>
            <transactionDate>
                <value>2009-10-07</value>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>J</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
                <footnoteId id="F1"/>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>366847</value>
                </transactionShares>
                <transactionPricePerShare>
                    <footnoteId id="F1"/>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>A</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>366847</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>by CDCT</value>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeTransaction>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common stock, $0.01 par value per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>1269943</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>by TFMC</value>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">See Exhibit 99.1 for a description of this transaction.</footnote>
        <footnote id="F2">Directly owned by Valhi Holding Company.  See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the persons joining in this filing.</footnote>
        <footnote id="F3">Directly owned by the Contran Amended and Restated Deferred Compensation Trust.  See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship to the persons joining in this filing.</footnote>
        <footnote id="F4">Directly owned by TIMET Finance Management Company.  See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship to the persons joining in this filing.</footnote>
    </footnotes>

    <remarks>Harold C. Simmons and his wife own 175,228 and 200,900 shares, respectively, of the common stock of the issuer.  A trust of which Mr. Simmons and his wife are trustees and the beneficiaries of which are the grandchildren of his wife owns 34,000 shares of the common stock of the issuer.  Mr. Simmons disclaims beneficial ownership of the shares of the issuer's common stock that his wife or this trust owns.  See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationships Mr. Simmons and his wife have to the reporting person.

Exhibit Index
Exhibit 99.1 - Description of Transaction
Exhibit 99.2 - Additional Information</remarks>

    <ownerSignature>
        <signatureName>A. Andrew R. Louis, Secretary, for Contran Corporation</signatureName>
        <signatureDate>2009-10-09</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>A. Andrew R. Louis, Secretary, for Valhi Holding Company</signatureName>
        <signatureDate>2009-10-09</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc.</signatureName>
        <signatureDate>2009-10-09</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons</signatureName>
        <signatureDate>2009-10-09</signatureDate>
    </ownerSignature>
</ownershipDocument>
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<FILENAME>f4vhi091007cnt991.htm
<DESCRIPTION>ADDITIONAL INFORMATION
<TEXT>
<HTML><BODY><PRE>f4vhi091007cnt991.txt





Exhibit 99.1

Description of Transaction



Pursuant to a Stock Exchange Agreement effective October 7, 2009 between Valhi Holding Company ("VHC") and U.S. Bank National Association, as successor trustee to the Contran Amended and Restated Deferred Compensation Trust (the "CDCT"), VHC exchanged 366,847 shares that it owned of the common stock of the issuer for 444,515 shares that the CDCT owned of the common stock of Titanium Metals Corporation ("TIMET").  The number of shares exchanged was a function of the closing prices per share on October 6, 2009 of Valhi common stock and TIMET common stock, which prices were $11.79 and $9.73, respectively.  VHC also paid the CDCT $4.83 (based on such Valhi closing price per share) in lieu of a fractional share that was not delivered to the CDCT.



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<HTML><BODY><PRE>f4vhi091007cnt992.txt





Exhibit 99.2

Additional Information



     Valhi Holding Company ("VHC"), TIMET Finance Management Company ("TFMC"), the Harold Simmons Foundation, Inc. (the "Foundation"), the Contran Amended and Restated Deferred Compensation Trust (the "CDCT"), The Combined Master Retirement Trust (the "CMRT") and Contran Corporation ("Contran") are the direct holders of 92.2%, 1.1%, 0.9%, 0.3%, 0.1% and less than 0.1% respectively, of the common stock of the issuer, Valhi, Inc. ("Valhi").  Titanium Metals Corporation ("TIMET") is the sole stockholder of TFMC.  VHC, Harold C. Simmons' spouse, CMRT, Harold C. Simmons, NL, Valhi and the Harold Simmons Foundation, Inc. (the "Foundation") are the holders of approximately 26.4%, 12.0%, 8.6%, 4.4%, 0.8%, 0.5% and 0.1%, respectively, of the outstanding common stock of TIMET. NL's percentage ownership of TIMET common stock includes 0.3% directly held by a subsidiary of NL.  Valhi and TFMC are the direct holders of 83.1% and 0.5%, respectively, of the outstanding common stock of NL. Dixie Rice Agricultural Corporation
, Inc. ("Dixie Rice") is the direct holder of 100% of the outstanding common stock of VHC.  Contran Corporation ("Contran") is the holder of 100% of the outstanding common stock of Dixie Rice.



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



     The Foundation directly holds approximately 0.9% of the outstanding Valhi common stock and 0.1% of the outstanding TIMET common stock. The Foundation is a tax-exempt foundation organized for charitable purposes.  Harold C. Simmons is the chairman of the board of the Foundation and may be deemed to control the Foundation.



     The CMRT directly holds approximately 0.1% of the outstanding shares of Valhi common stock and 8.6% of the outstanding TIMET common stock.  Contran sponsors the CMRT as a trust to permit the collective investment by master trusts that maintain the assets of certain employee benefit plans Contran and related companies adopt.  Mr. Simmons is the sole trustee of the CMRT and a member of the trust investment committee for the CMRT.  Mr. Simmons is a participant in one or more of the employee benefit plans that invest through the CMRT.



     The CDCT directly holds approximately 0.3% of the outstanding shares of Valhi's common stock.  U.S. Bank National Association serves as the trustee of the CDCT.  Contran established the CDCT as an irrevocable "rabbi trust" to assist Contran in meeting certain deferred compensation obligations that it owes to Harold C. Simmons.  If the CDCT 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, Contran (i) retains the power to vote the shares of the issuer's common stock held directly by the CDCT, (ii) retains dispositive power over such shares and (iii) may be deemed the indirect beneficial owner of such shares.



     Mr. Harold C. Simmons is chairman of the board of Valhi, TIMET, VHC, Dixie Rice and Contran, and chairman of the board and chief executive officer of NL.



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



     The reporting person understands that NL and a subsidiary of NL directly own 3,604,790 shares and 1,186,200 shares, respectively, of Valhi common stock as of the date of this statement. As already stated, Valhi is the direct holder of approximately 83.1% of the outstanding common stock of NL. As a result of Valhi's direct and indirect ownership of NL and its subsidiary, the reporting person further understands that, pursuant to Delaware law, Valhi treats the shares of Valhi common stock that NL and its subsidiary own as treasury stock for voting purposes. For the purposes of this statement, such shares of Valhi common stock that NL and its subsidiary hold directly are not deemed outstanding.



     Harold C. Simmons' spouse is the direct owner of 21,575,875 shares of TIMET common stock, 269,775 shares of NL common stock and 200,900 shares of Valhi common stock. Mr. Simmons may be deemed to share indirect beneficial ownership of such shares.  Mr. Simmons disclaims beneficial ownership of all securities that his spouse holds directly.



     Mr. Harold C. Simmons is the direct owner of 7,902,224 shares of TIMET common stock, 881,600 shares of NL common stock and 175,228 shares of Valhi common stock.



     A trust, of which Harold C. Simmons and his spouse are trustees and the beneficiaries are the grandchildren of his spouse, is the direct holder of 34,000 shares of Valhi common stock and 15,432 shares of TIMET common stock. Mr. Simmons, as co-trustee of this trust, has the power to vote and direct the disposition of the shares of Valhi common stock the trust holds. Mr. Simmons disclaims beneficial ownership of any shares of Valhi common stock that this trust holds.

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