<SUBMISSION>
<ACCESSION-NUMBER>0000912057-01-516608
<TYPE>S-3MEF
<PUBLIC-DOCUMENT-COUNT>3
<REFERENCE-462B>333-59190
<FILING-DATE>20010517
<EFFECTIVENESS-DATE>20010517
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DAL TILE INTERNATIONAL INC
<CIK>0000906611
<ASSIGNED-SIC>3250
<IRS-NUMBER>133548809
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0101
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3MEF
<ACT>33
<FILE-NUMBER>333-61092
<FILM-NUMBER>1642241
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7834 HAWN FREEWAY
<STREET2>STE 1704
<CITY>DALLAS
<STATE>TX
<ZIP>75217
<PHONE>2143981411
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3MEF
<SEQUENCE>1
<FILENAME>a2050019zs-3mef.txt
<DESCRIPTION>S-3MEF
<TEXT>

<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2001.

                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-3

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                          DAL-TILE INTERNATIONAL INC.

             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                       <C>                                       <C>
                DELAWARE                             7834 HAWN FREEWAY                             13-3548809
    (State or other jurisdiction of                 DALLAS, TEXAS 75217                         (I.R.S. Employer
     incorporation or organization)                    (214) 398-1411                         Identification No.)
                                             (Address, including zip code, and
                                                         telephone
                                              number, including area code, of
                                                        registrant's
                                                principal executive offices)
</TABLE>

                            ------------------------

                                 JACQUES R. SARDAS
                       PRESIDENT, CHIEF EXECUTIVE OFFICER
                           AND CHAIRMAN OF THE BOARD
                          DAL-TILE INTERNATIONAL INC.
                               7834 HAWN FREEWAY
                              DALLAS, TEXAS 75217
                                 (214) 398-1411

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         ------------------------------

                                   COPIES TO:

<TABLE>
<S>                                         <C>
           JEAN E. HANSON, ESQ.                        JAMES J. CLARK, ESQ.
 FRIED, FRANK, HARRIS, SHRIVER & JACOBSON            CAHILL GORDON & REINDEL
            ONE NEW YORK PLAZA                            80 PINE STREET
      NEW YORK, NEW YORK 10004-1980               NEW YORK, NEW YORK 10005-1702
              (212) 859-8000                              (212) 701-3000
</TABLE>

                            ------------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

                            ------------------------

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  / /

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  / /

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  /X/  333-59190

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  / /

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  / /

                         ------------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                     AMOUNT          PROPOSED MAXIMUM     PROPOSED MAXIMUM
               TITLE OF SHARES                        TO BE           AGGREGATE PRICE    AGGREGATE OFFERING        AMOUNT OF
              TO BE REGISTERED                     REGISTERED           PER UNIT(1)             PRICE          REGISTRATION FEE
<S>                                            <C>                  <C>                  <C>                  <C>
Common stock, par value $0.01 per share......       2,300,000             $14.05             $32,315,000            $8,079
</TABLE>

(1) Estimated solely for purpose of calculating the amount of the registration
    fee. Pursuant to Rule 457(c), the registration fee is based on the average
    high and low sale prices of the Registrant's common stock as reported on the
    New York Stock Exchange on May 16, 2001.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                EXPLANATORY NOTE

    This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and includes the registration statement
facing page, the signature pages, an exhibit index, an exhibit 5 opinion, an
accountant's consent and the other documents listed on the exhibit index. The
contents of the Registration Statement on Form S-3 (File No. 333-59190) filed by
Dal-Tile International Inc. with the Securities and Exchange Commission on
April 19, 2001, as amended, which was declared effective by the Commission on
May 16, 2001, including the exhibits thereto, are incorporated by reference into
this Registration Statement.
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, we certify that
we have reasonable grounds to believe we meet all requirements for filing on
Form S-3 and have duly caused this registration statement to be signed on our
behalf by the undersigned, who is duly authorized, in the city of Dallas, State
of Texas on the 17th day of May, 2001.

<TABLE>
<S>                                                    <C>  <C>
                                                       DAL-TILE INTERNATIONAL INC.

                                                       By:  /s/ MARK A. SOLLS
                                                            -----------------------------------------
                                                            Name: Mark A. Solls
                                                            Title:  VICE PRESIDENT, GENERAL COUNSEL
                                                            AND SECRETARY
</TABLE>

                                      II-1
<PAGE>
    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:

<TABLE>
<CAPTION>
                      SIGNATURE                                    TITLE                             DATE
                      ---------                                    -----                             ----
<C>                                                    <S>                             <C>
                          *                            President, Chief Executive
     -------------------------------------------         Officer and Chairman of the             May 17, 2001
                  Jacques R. Sardas                      Board of Directors

                                                       Executive Vice President,
                          *                              Chief Financial Officer and
     -------------------------------------------         Treasurer (Principal                    May 17, 2001
               W. Christopher Wellborn                   Financial and Accounting
                                                         Officer)

                          *
     -------------------------------------------       Director                                  May 17, 2001
               Charles J. Pilliod, Jr.

                          *
     -------------------------------------------       Director                                  May 17, 2001
                 Douglas D. Danforth

                          *
     -------------------------------------------       Director                                  May 17, 2001
                   Vincent A. Mai

                          *
     -------------------------------------------       Director                                  May 17, 2001
                   John F. Fiedler
</TABLE>

<TABLE>
<S>   <C>                                                    <C>                          <C>
*By:                    /s/ MARK A. SOLLS
             --------------------------------------
                          Mark A. Solls
                        ATTORNEY-IN-FACT
</TABLE>

                                      II-2
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                          DESCRIPTION
-------                                         -----------
<C>                     <S>
         5.1.           Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel
                        to Dal-Tile International Inc., as to the legality of the
                        securities being offered.

        23.1.           Consent of Fried, Frank, Harris, Shriver & Jacobson
                        (included in Exhibit 5.1).

        23.2.           Consent of Ernst & Young LLP.

        24.1.           Powers of Attorney (filed as Exhibit 24.1 to the
                        Registration Statement on Form S-3 of Dal-Tile International
                        Inc. (File No. 333-59190) and incorporated herein by
                        reference).
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>a2050019zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>
                                                                     EXHIBIT 5.1

            [LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON]

                                                                    212-859-8000
May 17, 2001                                                 (FAX: 212-859-4000)

Dal-Tile International Inc.
7834 C.F. Hawn Freeway
Dallas, Texas 75217

Ladies and Gentlemen:

    We have acted as special counsel for Dal-Tile International Inc., a Delaware
corporation (the "Company"), in connection with the underwritten public offering
of up to 2,300,000 shares (the "Shares") of common stock, par value $.01 per
share, of the Company by the Selling Stockholders in the Prospectus forming part
of the Registration Statement (File No. 333-      ) filed by the Company with
the Securities and Exchange Commission (the "Registration Statement"). With your
permission, all assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to the
extent otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.

    In connection with this opinion, we have (i) investigated such questions of
law, (ii) examined originals or certified, conformed or reproduction copies of
such agreements, instruments, documents and records of the Company, such
certificates of public officials and such other documents, and (iii) received
such information from officers and representatives of the Company as we have
deemed necessary or appropriate for the purposes of this opinion. In all
examinations, we have assumed the legal capacity of all natural persons
executing documents, the genuineness of all signatures, the authenticity of
original and certified documents and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, we have
relied upon, and assume the accuracy of, representations and warranties
contained in the documents and certificates and oral or written statements and
other information of or from representatives of the Company and others and
assume compliance on the part of all parties to the documents with their
covenants and agreements contained therein.

    Based upon the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that the Shares are duly
authorized, validly issued, fully paid and non-assessable.

    The opinion expressed herein is limited to the General Corporation Law of
the State of Delaware, as currently in effect.

    We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming part of the Registration Statement. In
giving such consent, we do not hereby admit that we are in the category of such
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.

<TABLE>
<S>                                                    <C>  <C>
                                                       Very truly yours,

                                                       FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
                                                       ---------------------------------------------
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>a2050019zex-23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>

<PAGE>
                                                                    EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated January 22, 2001, incorporated by reference in the
Registration Statement (Form S-3) and related Prospectus of Dal-Tile
International Inc. for the registration of 2,300,000 shares of its common stock.

                                          /s/ ERNST & YOUNG LLP

Dallas, Texas
May 16, 2001
</TEXT>
</DOCUMENT>
</SUBMISSION>
