UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[ ] Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person(s)
Contran Corporation
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, TX  75240  
2. Issuer Name and Ticker or Trading Symbol
Valhi, Inc. (VHI)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Day/Year
02/10/2003 
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[ ] Director                   [X] 10% Owner 
[ ] Officer (give title below) [ ] Other (specify below)
7. 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
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1)Title of Security                           2)Trans-    3.Trans- 4.Securities Acquired(A)      5)Amount of    6)  7)Nature of     
action      action   or Disposed of (D)            Securities         Indirect        
Date        Code                   A               Beneficially   D   Beneficial      
(Month/                            or              Owned at       or  Ownership       
Day/Year)   Code V   Amount        D  Price        End of Month   I                   
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Common Stock $.01 par value                   02/10/03    P        1,100         A  $8.1600                                
Common Stock $.01 par value                   02/10/03    P        400           A  $8.2000                               
Common Stock $.01 par value                   02/10/03    P        3,000         A  $8.2500                                
Common Stock $.01 par value                   02/10/03    P        500           A  $8.3000                                
Common Stock $.01 par value                   02/10/03    P        100           A  $8.4000                                
Common Stock $.01 par value                   02/10/03    P        100           A  $8.5800                                
Common Stock $.01 par value                   02/11/03    P        200           A  $8.5800                                
Common Stock $.01 par value                   02/11/03    P        2,000         A  $8.6000                                
Common Stock $.01 par value                   02/11/03    P        100           A  $8.5600                               
Common Stock $.01 par value                   02/11/03    P        4,600         A  $8.7000                               
Common Stock $.01 par value                   02/11/03    P        300           A  $8.6400                               
Common Stock $.01 par value                   02/11/03    P        300           A  $8.6500                              
Common Stock $.01 par value                   02/11/03    P        200           A  $8.6900                               
Common Stock $.01 par value                   02/11/03    P        200           A  $8.8200                               
Common Stock $.01 par value                   02/11/03    P        4,100         A  $8.9000                              
Common Stock $.01 par value                   02/11/03    P        800           A  $8.8500                              
Common Stock $.01 par value                   02/11/03    P        6,500         A  $8.8600      2,467,800      D  Direct           
Common Stock $.01 par value                                                                      439,400        I  by CDCT No. 2 (1)
Common Stock $.01 par value                                                                      10,891,009     I  by National (2)  
Common Stock $.01 par value                                                                      92,739,554     I  by VGI (3)       

Table II (PART 1)  Derivative Securities Acquired, Disposed of, or Beneficially Owned  (Columns 1 through 6)                        
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1)Title of Derivative          2)Conversion    3)Trans-       4)Trans-  5)Number of Derivative            6)Date Exercisable and    
Security                       or Exercise     action         action    Securities Acquired (A)           Expiration Date           
Price of        Date           Code      or Disposed of (D)                                          
Derivative                                                                                           
Security                       Code  V   A                D                Exercisable  Expiration   
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Table II (PART 2)  Derivative Securities Acquired, Disposed of, or Beneficially Owned  (Columns 1,3 and 7 through 11)               
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1)Title of Derivative          3)Trans-  7)Title and Amount                           8)Price     9)Number of   10) 11)Nature of    
Security                       action    of Underlying                                of Deri-    Derivative        Indirect        
Date      Securities                                   vative      Securities    D   Beneficial      
Amount or     Security    Beneficially  or  Ownership       
Number of                 Owned at      I                   
Title                          Shares                    End of Month                      
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Explanation of Responses:

(1)  Directly  held by the  Contran  Deferred  Compensation  Trust  No.  2.  See
Additional Information below for a description of the relationship.

(2)  Directly held by National City Lines, Inc. See Additional Information below
for a description of the relationship.

(3)  Directly held by Valhi Group,  Inc. See Additional  Information below for a
description of the relationship.

Additional Information 

Valhi Group, Inc, ("VGI"), National City Lines, Inc. ("National"),  Contran
Corporation ("Contran"), the Harold Simmons Foundation, Inc. (the "Foundation"),
the  Contran  Deferred  Compensation  Trust  No. 2 (the  "CDCT  No.  2") and The
Combined  Master  Retirement  Trust  (the  "CMRT")  are the  direct  holders  of
approximately  77.6%,  9.1%,  2.1%,  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  service 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.

SIGNATURE OF REPORTING PERSON

CONTRAN CORPORATION
By: /s/ Robert D. Graham
------------------------
Robert D. Graham, Vice President
DATE 02/12/03