SEC FORM 4 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
 
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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*
MCILROY W HAYDEN

(Last) (First) (Middle)

(Street)

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 05/21/2003 A(1) 1,500 A 0(1) 1,500 D
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
Explanation of Responses:
1. Shares issued for no cash consideration under the Valhi, Inc. 1997 Long-Term Incentive Plan.
/s/ W. Hayden McIlroy 05/21/2003
** 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).
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                        POWER OF ATTORNEY
                 FOR EXECUTING FORMS 3, 4 AND 5

     Know all by these presents, that the undersigned hereby
constitutes and appoints each of Robert D. Graham, J. Mark
Hollingsworth and A. Andrew R. Louis signing singly, his true
and lawful attorney-in-fact to:

     (1)  execute for and on behalf of the undersigned Forms 3, 4
          and 5 in accordance with Section 16(a) of the Securities
          Exchange Act of 1934, as amended (the "Act"), and the
          rules thereunder;

     (2)  do and perform any and all acts for an on behalf of the
          undersigned that may be necessary or desirable to
          complete the execution of any such Forms 3, 4 or 5 and
          the timely filing of such form with the United States
          Securities and Exchange Commission and any other
          authority; and

     (3)  take any other action of any type whatsoever in
          connection with the foregoing that in the opinion of
          such attorney-in-fact, may be of benefit to, in the best
          interest of, or legally required by, the undersigned, it
          being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant
          to this Power of Attorney shall be in such form and
          shall contain such terms and conditions as such
          attorney-in-fact may approve in his/her discretion.

     The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as such attorney-in-fact might or
could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall
lawful do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming
any of the undersigned's responsibilities to comply with Section
16 of the Act.


     EXECUTED as of this 22 day of May, 2003.


                               /s/ W. Hayden McIlroy
                               ---------------------------------
                               Signature


                               /s/ W. Hayden McIlroy
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