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
   02/24/2003
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                   02/24/03    P        18,800        A  $10.2000
Common Stock $.01 par value                   02/24/03    P        1,200         A  $10.1600
Common Stock $.01 par value                   02/24/03    P        5,000         A  $10.1900
Common Stock $.01 par value                   02/24/03    P        500           A  $10.1500
Common Stock $.01 par value                   02/24/03    P        2,400         A  $10.2400
Common Stock $.01 par value                   02/24/03    P        5,300         A  $10.2800
Common Stock $.01 par value                   02/24/03    P        1,800         A  $10.2900     2,687,000     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%,  2.2%,  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
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
By: /s/Andrew Louis, Secretary
    -----------------------------------------------
    Andrew Louis, Secretary
    For: Contran Corporation
DATE 02/25/03