Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Harold C. Simmons Family Trust No. 2
 2. Date of Event Requiring Statement (Month/Day/Year)
12/28/2013		 3. Issuer Name and Ticker or Trading Symbol
VALHI INC /DE/ [VHI]
(Last)
(First)
(Middle)
THREE LINCOLN CENTER, 5430 LBJ FREEWAY, SUITE 1700		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75240		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share 318,156,746
I
By VHC (1)
Common Stock, par value $0.01 per share 2,689,394
D (2)
 
Common Stock, par value $0.01 per share 87,900
I
By Grandchildren's Trust (3)
Common Stock, par value $0.01 per share 1,212
D (4)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harold C. Simmons Family Trust No. 2
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
DALLAS, TX 75240		     X    
Harold C. Simmons Family Trust No. 1
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
DALLAS, TX 75240		     X    
Simmons Annette C
5430 LBJ FREEWAY, SUITE 1700
DALLAS, TX 75240		     X    
Simmons Lisa K
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
DALLAS, TX 75240		     X    
CONNELLY SERENA S
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
DALLAS, TX 75240		     X    

Signatures

A. Andrew R. Louis, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 1 02/25/2014
**Signature of Reporting Person Date
A. Andrew R. Louis, Attorney-in-fact, for Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 1 02/25/2014
**Signature of Reporting Person Date
A. Andrew R. Louis, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 2 02/25/2014
**Signature of Reporting Person Date
A. Andrew R. Louis, Attorney-in-fact, for Serena S.Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 2 02/25/2014
**Signature of Reporting Person Date
A. Andrew R. Louis, Attorney-in-fact, for Annette C. Simmons 02/25/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Directly held by Valhi Holding Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares
(2) Consists of 1,870,850 shares held directly by the estate of Harold C. Simmons of which Annette C. Simmons is the independent executor and the designated legatee of these shares and 818,514 shares she holds directly. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the reporting owners.
(3) Directly held by The Annette Simmons Granchildren's Trust. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing to beneficially own these shares.
(4) Directly held by Serena S. Connelly.
 
Remarks:
Exhibit Index
99 Additional Information
Exhibit 24.1 Lisa K. Simmons Power of Attorney
Exhibit 24.2 Serena S. Connelly Power of Attorney
Exhibit 24.3 Harold C. Simmons Family Trust No. 1 Power of Attorney
Exhibit 24.4 Harold C. Simmons Family Trust No. 2 Power of Attorney
Exhibit 24.5 Annette C. Simmons Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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