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* SIMMONS HAROLD C (Last) (First) (Middle) THREE LINCOLN CENTRE 5430 LBJ FREEWAY STE 1700 (Street) DALLAS TX 75240-2697 (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 X Officer (give title below) Other (specify below) Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 09/30/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year) 10/01/2003	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	09/30/2003		P		500(1)	A	$11.25	3,646,200(1)	I	by Contran(2)

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. The purpose of this amendment is to add an exhibit. Transactions reported in the original filing are not amended by this filing.

2. Directly held by Contran Corporation. See the additional information filed as an exhibit to this statement for a description of the relationship.

Remarks:

The purpose of this amendment is to add an exhibit.

	A. Andrew R. Louis, Attorney-in-fact for Harold C. Simmons	10/02/2003
	** 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).
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.

Additional Information

The reporting person may also be deemed to own beneficially and
indirectly the following shares of common stock, par value $0.01
per share, of the issuer (see below for a description of how the
reporting person is related to the following direct holders):

1)	439,400 shares directly held by the Contran Deferred
Compensation Trust No. 2. (the "CDCT No. 2")
2)	10,891,009 shares directly held by National City Lines, Inc.
("National")
3)	92,739,554 shares directly held by Valhi Group, Inc. ("VGI")

VGI, National, Contran Corporation ("Contran"), the Harold
Simmons Foundation, Inc. (the "Foundation"), the CDCT No. 2 and
The Combined Master Retirement Trust (the "CMRT") are the direct
holders of approximately 77.6%, 9.1%, 3.1%, 1.3%, 0.4% and 0.1%,
respectively, of the outstanding common stock of Valhi, Inc.
("Valhi").  National, NOA, Inc. ("NOA") and Dixie Holding Company
("Dixie Holding") are the direct holders of approximately 73.3%,
11.4% and 15.3%, respectively, of the outstanding common stock of
VGI.  Contran and NOA are the direct holders of approximately
85.7% and 14.3%, respectively, of the outstanding common stock of
National.  Contran and Southwest Louisiana Land Company, Inc.
("Southwest") are the direct holders of approximately 49.9% and
50.1%, respectively, of the outstanding common stock of NOA.
Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the
direct holder of 100% of the outstanding common stock of Dixie
Holding.  Contran is the holder of 100% of the outstanding common
stock of Dixie Rice and approximately 88.9% of the outstanding
common stock of Southwest.

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.  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 1.3% of the
outstanding Valhi 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 CDCT No. 2 directly holds approximately 0.4% of the
outstanding Valhi common stock. U.S. Bank National Association
serves as the trustee of the CDCT No. 2.  Contran established the
CDCT No. 2 as an irrevocable "rabbi trust" to assist Contran in
meeting certain deferred compensation obligations that it owes to
Harold C. Simmons.  If the CDCT No. 2 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 No. 2, Contran (i) retains the power to vote
the shares of Valhi common stock held directly by the CDCT No. 2,
(ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.

The CMRT directly holds 0.1% of the outstanding shares of Valhi
common stock.  Valhi established the CMRT as a trust to permit
the collective investment by master trusts that maintain the
assets of certain employee benefit plans Valhi 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 of Valhi, VGI,
National, NOA, Dixie Holding, Dixie Rice, Southwest 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.

The reporting person understands that Valmont Insurance Company
("Valmont"), NL Industries, Inc. ("NL") and a subsidiary of NL
directly own 1,000,000, 3,522,967 shares and 1,186,200 shares,
respectively, of Valhi common stock as of the date of this
statement.  Valhi and Tremont LLC are the direct holders of
approximately 63.2% and 21.4%, respectively, of the outstanding
common stock of NL.  Valhi is the holder of 100% of the
outstanding membership interests of Tremont LLC and 100% of the
outstanding common stock of Valmont.  As a result of Valhi's
direct and indirect ownership of Valmont, NL and its subsidiary,
the reporting person further understands that, pursuant to
Delaware law, Valhi treats the shares of Valhi common stock that
Valmont, NL and its subsidiary own as treasury stock for voting
purposes.  For the purposes of this statement, such shares of
Valhi common stock that Valmont, NL and its subsidiary hold
directly are not deemed outstanding.