VALHI INC /DE/ — Director's Dealing 2005

Apr 5, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALHI INC /DE/ (VHI)
CIK: 0000059255
Period of Report: 2005-04-01

Reporting Person: CONTRAN CORP (10% Owner)
Reporting Person: SIMMONS HAROLD C (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-04-01	Common stock, $0.01 par value per share	J	2000000	$17.5	Disposed	2468200	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, $0.01 par value per share	92739554	Indirect
Common stock, $0.01 par value per share	10891009	Indirect
Common stock, $0.01 par value per share	439400	Indirect

Footnotes

F1: On April 1, 2005, the issuer, Valhi, Inc. ("Valhi"), purchased (the "Stock Purchase") 2.0 million shares of its common stock,
par value $0.01 per share (the "Common Stock"), from Contran Corporation, a Delaware corporation and a parent of Valhi, for
$17.50 per share or an aggregate purchase price of $35.0 million. Valhi purchased the 2.0 million shares of Common Stock
under the stock repurchase program that its board of directors approved as of March 31, 2005. Valhi's independent directors
approved the Stock Purchase.

F2: Directly held by Valhi Group, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of
the relationships among the persons joining in this filing.

F3: Directly held by National City Lines, Inc. See the Additional Information filed as Exhibit 99 to this statement for a
description of the relationships among the persons joining in this filing.

F4: Directly held by the Contran Deferred Compensation Trust No. 2. See the Additional Information filed as Exhibit 99 to this
statement for a description of the relationships among the persons joining in this filing.