SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CONTRAN CORP (Last) (First) (Middle) 5430 LBJ FRWY SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VALHI INC /DE/ [ VHI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/06/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, $0.01 par value per share	02/06/2008		J(1)		100	A	$17.98	379,900	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		300	A	$18	380,200	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		1,100	A	$18.13	381,300	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		100	A	$18.19	381,400	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		400	A	$18.2	381,800	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		1,500	A	$18.32	383,300	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		100	A	$18.33	383,400	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		600	A	$18.35	384,000	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		100	A	$18.38	384,100	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		400	A	$18.4	384,500	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		100	A	$18.45	384,600	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		5,200	A	$18.5	389,800	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		100	A	$17.71	389,900	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		200	A	$17.74	390,100	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		500	A	$17.83	390,600	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		100	A	$17.88	390,700	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		100	A	$17.89	390,800	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		500	A	$17.9	391,300	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		300	A	$17.92	391,600	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		300	A	$17.94	391,900	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		400	A	$17.98	392,300	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		300	A	$17.83	392,600	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		2,200	A	$18	394,800	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		2,600	A	$18.4513	397,400	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		100	A	$18.46	397,500	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		21,500	A	$18.5	419,000	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		200	A	$18.47	419,200	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		100	A	$18.48	419,300	I	by TFMC(2)
Common stock, $0.01 par value per share	02/06/2008		J(1)		500	A	$18.49	419,800	I	by TFMC(2)
Common stock, $0.01 par value per share								105,538,163	I	by VHC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CONTRAN CORP (Last) (First) (Middle) 5430 LBJ FRWY SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip)

1. Name and Address of Reporting Person* VALHI HOLDING CO (Last) (First) (Middle) 5430 LBJ FREEWAY SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip)

1. Name and Address of Reporting Person* DIXIE RICE AGRICULTURE CORP INC (Last) (First) (Middle) 600 PASQUIERE ST (Street) GUEYDAN LA 70542 (City) (State) (Zip)

1. Name and Address of Reporting Person* SIMMONS HAROLD C (Last) (First) (Middle) THREE LINCOLN CENTRE 5430 LBJ FREEWAY STE 1700 (Street) DALLAS TX 75240-2697 (City) (State) (Zip)

Explanation of Responses:

1. Open market purchase by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the persons joining in this filing.

2. Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the persons joining in this filing.

3. Directly held by Valhi Holding Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the persons joining in this filing.

Remarks:

Exhibit Index: Exhibit 99 - Additional Information Harold C. Simmons and Annette C. Simmons own 3,383 and 43,400 shares, respectively, of the common stock of the issuer. Mr. Simmons disclaims beneficial ownership of the shares of the issuer's common stock that his spouse owns. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing.

	A. Andrew R. Louis, Secretary, for Contran Corporation	02/06/2008
	A. Andrew R. Louis, Secretary, for Valhi Holding Company	02/06/2008
	A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc.	02/06/2008
	A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons	02/06/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 99
Additional Information

     Valhi Holding Company  ("VHC"),  the Harold Simmons  Foundation,  Inc. (the
"Foundation"), TIMET Finance Management Company ("TFMC") and The Combined Master
Retirement  Trust (the "CMRT") are the direct holders of 92.8%,  0.9%,  0.4% and
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,  the CMRT,  Harold C. Simmons,  NL Industries,  Inc.
("NL"),  Valhi and the Foundation are the holders of 26.6%,  11.6%,  8.4%, 3.8%,
0.8%,  0.5% and 0.2% 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 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 0.2% 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 8.4% 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.

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

     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 3,522,967 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 21,167,875 shares ot TIMET
common  stock,  269,775  shares of NL common  stock and  43,400  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  6,994,239  shares of TIMET
common stock, 739,600 shares of NL common stock and 3,383 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
36,500 shares of Valhi common stock and 17,432 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.