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

                                  SCHEDULE 14A

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by Registrant:                        [ X ]
Filed by a Party other than the Registrant: [   ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement

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     14a-6(e)(2))

[X]  Definitive Proxy Statement

[ ]  Definitive Additional Materials

[ ]  Soliciting Material Pursuant to Section 240.14a-12

                                   Valhi, Inc.
-----------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

-----------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
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                                   VALHI, INC.
                              Three Lincoln Centre
                          5430 LBJ Freeway, Suite 1700
                            Dallas, Texas 75240-2697


                                 April 19, 2006


To our Stockholders:

     You are cordially invited to attend the 2006 Annual Meeting of Stockholders
of Valhi,  Inc.,  which will be held on Thursday,  May 25, 2006,  at 10:00 a.m.,
local time, at our corporate offices at Three Lincoln Centre,  5430 LBJ Freeway,
Suite  1700,  Dallas,  Texas.  The  matters to be acted upon at the  meeting are
described in the attached  Notice of Annual  Meeting of  Stockholders  and Proxy
Statement.

     Whether or not you plan to attend the meeting, please complete,  date, sign
and  return  the  enclosed  proxy  card  or  voting   instruction  form  in  the
accompanying  envelope  as  promptly  as possible to ensure that your shares are
represented and voted in accordance with your wishes.  Your vote,  whether given
by  proxy  or in  person  at the  meeting,  will be held  in  confidence  by the
inspector of election as provided in our bylaws.

                                   Sincerely,


                                   /s/ Harold C. Simmons
                                   Harold C. Simmons
                                   Chairman of the Board








                                   VALHI, INC.
                              Three Lincoln Centre
                          5430 LBJ Freeway, Suite 1700
                            Dallas, Texas 75240-2697

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                             To Be Held May 25, 2006





To the Stockholders of Valhi, Inc.:

     The 2006 Annual  Meeting of  Stockholders  of Valhi,  Inc.  will be held on
Thursday,  May 25, 2006, at 10:00 a.m., local time, at our corporate  offices at
Three Lincoln  Centre,  5430 LBJ Freeway,  Suite 1700,  Dallas,  Texas,  for the
following purposes:

     (1)  To elect seven  directors  to serve  until the 2007 Annual  Meeting of
          Stockholders; and

     (2)  To  transact  such other  business  as may  properly  come  before the
          meeting or any adjournment or postponement thereof.

     The close of business on March 28, 2006 has been set as the record date for
the  meeting.  Only  holders of our common stock at the close of business on the
record date are entitled to notice of, and to vote at, the  meeting.  A complete
list of  stockholders  entitled to vote at the  meeting  will be  available  for
examination  during  normal  business  hours  by any of  our  stockholders,  for
purposes  related to the meeting,  for a period of ten days prior to the meeting
at our corporate offices.

     You are cordially invited to attend the meeting. Whether or not you plan to
attend the meeting,  please complete,  date and sign the accompanying proxy card
or voting instruction form and return it promptly in the enclosed  envelope.  If
you  choose,  you may still  vote in  person  at the  meeting  even  though  you
previously submitted your proxy card.

                                    By Order of the Board of Directors,


                                    /s/ A. Andrew R. Louis, Secretary
                                    A. Andrew R. Louis, Secretary

Dallas, Texas
April 19, 2006





                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                             
TABLE OF CONTENTS.................................................................................................i
GLOSSARY OF TERMS................................................................................................ii
GENERAL INFORMATION...............................................................................................1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING....................................................................1
CONTROLLED COMPANY................................................................................................3
ELECTION OF DIRECTORS.............................................................................................4
         Nominees for Director....................................................................................4
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS.................................................................6
         Audit Committee..........................................................................................6
         Management Development and Compensation Committee........................................................6
         Executive Committee......................................................................................6
EXECUTIVE OFFICERS................................................................................................7
SECURITY OWNERSHIP................................................................................................8
         Ownership of Valhi.......................................................................................8
         Ownership of Related Companies..........................................................................11
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS AND OTHER INFORMATION...........................................15
         Compensation of Directors...............................................................................15
         Intercorporate Services Agreements......................................................................15
         Summary of Cash and Certain Other Compensation of Executive Officers....................................16
         No Grants of Stock Options or Stock Appreciation Rights.................................................18
         Stock Option Exercises and Holdings.....................................................................19
EQUITY COMPENSATION PLAN INFORMATION.............................................................................20
CORPORATE GOVERNANCE DOCUMENTS...................................................................................20
         Code of Business Conduct and Ethics.....................................................................20
         Corporate Governance Guidelines.........................................................................20
         Audit Committee Charter.................................................................................20
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE..........................................................20
EXECUTIVE COMPENSATION REPORT....................................................................................21
CERTAIN RELATIONSHIPS AND TRANSACTIONS...........................................................................23
         Relationships with Related Parties......................................................................23
         Intercorporate Services Agreements......................................................................23
         Loans between Related Parties...........................................................................24
         Insurance Matters.......................................................................................25
         Tax Matters.............................................................................................25
         Purchases of our Common Stock from Related Parties......................................................25
         Simmons Family Matters..................................................................................26
PERFORMANCE GRAPH................................................................................................27
AUDIT COMMITTEE REPORT...........................................................................................28
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MATTERS............................................................29
         Independent Registered Public Accounting Firm...........................................................29
         Fees Paid to PricewaterhouseCoopers LLP.................................................................29
         Preapproval Policies and Procedures.....................................................................30
OTHER MATTERS....................................................................................................30
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2007 ANNUAL MEETING.......................................31
COMMUNICATIONS WITH THE BOARD OF DIRECTORS.......................................................................31
2005 ANNUAL REPORT ON FORM 10-K..................................................................................31
ADDITIONAL COPIES................................................................................................32
APPENDIX A -- AMENDED AND RESTATED AUDIT COMMITTEE CHARTER......................................................A-1






                                GLOSSARY OF TERMS

"CDCT No. 2" means the Contran Deferred Compensation Trust No. 2, an irrevocable
"rabbi trust"  established by Contran to assist it in meeting  certain  deferred
compensation obligations that it owes to Harold C. Simmons.

"CMRT" means The Combined Master Retirement Trust, a trust Contran sponsors that
permits the  collective  investment  by master  trusts that  maintain  assets of
certain employee benefit plans Contran and related entities adopt.

"Computershare" means Computershare Investor Services L.L.C., our stock transfer
agent.

"CompX" means CompX  International  Inc., one of our publicly held  subsidiaries
that  manufactures  precision slides,  security products and ergonomic  computer
support systems.

"Contran" means Contran Corporation,  the parent corporation of our consolidated
tax group.

"Dixie Holding" means Dixie Holding Company, one of our parent corporations.

"Dixie Rice" means Dixie Rice Agricultural Corporation,  Inc., one of our parent
corporations.

"Foundation"  means  the  Harold  C.  Simmons  Foundation,  Inc.,  a  tax-exempt
foundation organized for charitable purposes.

"independent directors" means the following directors: Norman S. Edelcup, Thomas
E. Barry and W. Hayden McIlroy.

"ISA"  means an  intercorporate  services  agreement  between  or among  Contran
related  companies  pursuant to which employees of one or more related companies
provide certain  services,  including  executive  officer  services,  to another
related company on a fee basis.

"Keystone"  means  Keystone  Consolidated  Industries,  Inc.,  one of our sister
corporations that manufactures  steel fabricated wire products,  industrial wire
and carbon steel rod.

"Kronos  Worldwide"  means Kronos  Worldwide,  Inc.,  one of our  publicly  held
subsidiaries that is an international manufacturer of titanium dioxide pigments.

"named  executive  officer"  means our executive  officers  named in the summary
compensation table in this proxy statement.

"National" means National City Lines, Inc., one of our parent corporations.

"NL" means NL Industries,  Inc., one of our publicly held subsidiaries that is a
diversified  holding company with principal  investments in Kronos Worldwide and
CompX.

"NOA" means NOA, Inc., one of our parent corporations.

"non-management  directors" means the following directors who are not one of our
executive officers: Norman S. Edelcup, Thomas E. Barry, W. Hayden McIlroy and J.
Walter Tucker, Jr.

"NYSE" means the New York Stock Exchange.

"PwC"  means  PricewaterhouseCoopers  LLP,  our  independent  registered  public
accounting firm.

"record date" means the close of business on March 28, 2006,  the date our board
of directors set for the determination of stockholders entitled to notice of and
to vote at the 2006 annual meeting of our stockholders.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Southwest"  means  Southwest  Louisiana  Land Company,  Inc., one of our parent
corporations.

"Tall  Pines"  means Tall Pines  Insurance  Company,  an indirect  wholly  owned
captive insurance subsidiary of ours.

"TFMC" means TIMET  Finance  Management  Company,  a wholly owned  subsidiary of
TIMET.

"TIMET" means Titanium Metals Corporation, one of our publicly held subsidiaries
that is an integrated  producer of titanium  metals products and that we account
for on our financial statements using the equity method.

"TIMET  series A preferred  stock"  means  TIMET's 6 3/4%  Series A  Convertible
Preferred Stock, par value $0.01 per share.

"Tremont" means Tremont LLC, one of our wholly owned subsidiaries.

"Valhi," "us," "we" or "our" mean Valhi, Inc.

"VGI" means Valhi Group, Inc., one of our parent corporations.

"VHC" means Valhi Holding Company, one of our parent corporations.

"WCS" means Waste Control  Specialists  LLC, an indirect wholly owned subsidiary
of ours that is engaged in the waste management industry.







                                   VALHI, INC.
                              Three Lincoln Centre
                          5430 LBJ Freeway, Suite 1700
                            Dallas, Texas 75240-2697

                         ------------------------------

                                 PROXY STATEMENT

                         ------------------------------

                               GENERAL INFORMATION



     This proxy statement and the accompanying  proxy card or voting instruction
form are being furnished in connection  with the  solicitation of proxies by and
on  behalf of our  board of  directors  for use at our 2006  Annual  Meeting  of
Stockholders  to be held on  Thursday,  May 25, 2006 and at any  adjournment  or
postponement  of the  meeting.  The  accompanying  notice of annual  meeting  of
stockholders sets forth the time, place and purposes of the meeting. The notice,
this proxy statement, the accompanying proxy card or voting instruction form and
our Annual Report to Stockholders, which includes our Annual Report on Form 10-K
for the fiscal year ended  December 31, 2005, are first being mailed on or about
April 19,  2006 to the  holders of our common  stock at the close of business on
March 28, 2006.  Our  principal  executive  offices are located at Three Lincoln
Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.

     Please  refer to the  Glossary of Terms on page ii for the  definitions  of
capitalized or other terms used in this proxy statement.

                 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q:   What is the purpose of the annual meeting?

A:   At the annual  meeting,  stockholders  will vote on the  election  of seven
     directors and any other matter that may properly come before the meeting.

Q:   How does the board recommend that I vote?

A:   The board of  directors  recommends  that you vote FOR each of the nominees
     for director.

Q:   Who is allowed to vote at the annual meeting?

A:   The board of  directors  has set the close of business on March 28, 2006 as
     the record date for the determination of stockholders entitled to notice of
     and to vote at the  meeting.  Only holders of record of our common stock as
     of the close of  business  on the record  date are  entitled to vote at the
     meeting.  On the record date,  115,778,278  shares of our common stock were
     issued and  outstanding.  Each share of our common stock is entitled to one
     vote.

Q:   How do I vote?

A:   If your  shares  are held by a bank,  broker  or other  nominee  (i.e.,  in
     "street name"),  you must follow the instructions  from your nominee on how
     to vote your shares.

     If you are a stockholder of record, you may:

     o    vote in person at the annual meeting; or

     o    instruct the agents named on the proxy card how to vote your shares by
          completing,  signing  and  mailing  the  enclosed  proxy  card  in the
          envelope provided.

     If you  execute a proxy  card but do not  indicate  how you would like your
     shares voted for one or more of the nominees,  the agents will vote FOR the
     election of each such  nominee for director  and, to the extent  allowed by
     applicable  law, in the  discretion  of the agents on any other matter that
     may properly come before the meeting.

Q:   Who will count the votes?

A:   The board of directors has appointed Computershare,  our transfer agent and
     registrar,  to receive proxies and ballots,  ascertain the number of shares
     represented,  tabulate  the vote and serve as inspector of election for the
     meeting.

Q:   Is my vote confidential?

A:   Yes.  All  proxy  cards,  ballots  or  voting  instructions   delivered  to
     Computershare will be kept confidential in accordance with our bylaws.

Q:   May I change or revoke my proxy or voting instructions?

A:   If you are a  stockholder  of record,  you may change or revoke  your proxy
     instructions at any time before the meeting in any of the following ways:

     o    delivering to Computershare a written revocation;

     o    submitting another proxy card bearing a later date; or

     o    voting in person at the meeting.

     If your shares are held by a bank, broker or other nominee, you must follow
     the  instructions  from your nominee on how to change or revoke your voting
     instructions.

Q:   What constitutes a quorum?

A:   A quorum  is the  presence,  in person or by  proxy,  of the  holders  of a
     majority of the outstanding  shares of our common stock entitled to vote at
     the meeting. Under the applicable rules of the NYSE and the SEC, brokers or
     other  nominees  holding  shares of record on behalf of a client who is the
     actual  beneficial  owner of such shares are  authorized to vote on certain
     routine matters without receiving instructions from the beneficial owner of
     the shares.  If such a broker/nominee  who is entitled to vote on a routine
     matter  delivers  an  executed  proxy card and does not vote on the matter,
     such a vote is referred  to in this proxy  statement  as a  "broker/nominee
     non-vote."  Shares  of common  stock  that are  voted to  abstain  from any
     business  coming before the meeting and  broker/nominee  non-votes  will be
     counted as being in attendance  at the meeting for purposes of  determining
     whether a quorum is present.

Q:   What vote is  required  to elect a director  nominee  or approve  any other
     matter?

A:   If a quorum is present, a plurality of the affirmative votes of the holders
     of our  outstanding  shares of common stock  represented and entitled to be
     voted at the meeting is necessary to elect each nominee for  director.  The
     accompanying  proxy card or voting  instruction form provides space for you
     to withhold authority to vote for any of the nominees. Neither shares as to
     which the  authority to vote on the election of directors has been withheld
     nor broker/nominee  non-votes will be counted as affirmative votes to elect
     director nominees.  However,  since director nominees need only receive the
     plurality  of the  affirmative  votes  from  the  holders  represented  and
     entitled  to vote at the  meeting to be  elected,  a vote  withheld  from a
     particular nominee will not affect the election of such nominee.

     Except as applicable  laws may otherwise  provide,  if a quorum is present,
     the approval of any other matter that may properly  come before the meeting
     will  require  the  affirmative  votes of the  holders of a majority of the
     outstanding shares represented and entitled to vote at the meeting.  Shares
     of our  common  stock  that are voted to  abstain  from any other  business
     coming before the meeting and broker/nominee  non-votes will not be counted
     as votes for or against any such other matter.

Q:   Who will pay for the cost of soliciting the proxies?

A:   We will pay all expenses related to the solicitation, including charges for
     preparing, printing, assembling and distributing all materials delivered to
     stockholders.  In  addition to the  solicitation  by mail,  our  directors,
     officers  and regular  employees  may solicit  proxies by  telephone  or in
     person for which such persons will receive no additional  compensation.  We
     have  retained  Georgeson  Shareholder  Communications,  Inc. to aid in the
     distribution of this proxy statement and related  materials at an estimated
     cost of $1,200.  Upon  request,  we will  reimburse  banking  institutions,
     brokerage firms, custodians,  trustees,  nominees and fiduciaries for their
     reasonable  out-of-pocket expenses incurred in distributing proxy materials
     and voting  instructions to the beneficial  owners of our common stock that
     such entities hold of record.

                               CONTROLLED COMPANY

     VHC directly  held  approximately  91.6% of the  outstanding  shares of our
common stock as of the record date.  VHC has indicated its intention to have its
shares of our common stock represented at the meeting and voted FOR the election
of each of the director  nominees to our board of directors.  If VHC attends the
meeting in person or by proxy and votes as  indicated,  the meeting  will have a
quorum present and the stockholders  will elect all the nominees to the board of
directors.

     Because  of VHC's  ownership  of our  common  stock,  we are  considered  a
controlled  company  under the listing  standards  of the NYSE.  Pursuant to the
listing  standards,  a  controlled  company may choose not to have a majority of
independent  directors,   independent  compensation,   nominating  or  corporate
governance  committees or charters for these  committees.  We have chosen not to
have a  majority  of  independent  directors  or an  independent  nominating  or
corporate  governance  committee.  Our board of directors believes that the full
board of directors best represents the interests of all of our  stockholders and
that it is appropriate  for all matters that would be considered by a nominating
or corporate  governance  committee to be considered  and acted upon by the full
board of directors. Applying the NYSE director independence standards, the board
of directors has determined that three of our directors are independent and have
no material relationship with us other than serving as our directors.  While the
members of our  management  development  and  compensation  committee  currently
satisfy the independence requirements of the NYSE, we have chosen not to satisfy
all of the NYSE listing  standards for a compensation  committee.  See "Meetings
and Committees of the Board of Directors" for more information on the committees
of the  board  of  directors.  See  also  "Stockholder  Proposals  and  Director
Nominations  for the 2007 Annual  Meeting" for a description of our policies and
procedures for stockholder nominations of directors.






                              ELECTION OF DIRECTORS

     Our bylaws provide that the board of directors shall consist of one or more
members as  determined by our board of directors or  stockholders.  The board of
directors  has  currently  set the number of directors at seven.  The  directors
elected  at the  meeting  will hold  office  until our 2007  Annual  Meeting  of
Stockholders  and until their successors are duly elected and qualified or their
earlier removal, resignation or death.

     All of the nominees are currently  members of our board of directors  whose
terms will expire at the meeting.  All of the  nominees  have agreed to serve if
elected. If any nominee is not available for election at the meeting, all shares
represented  by a proxy  card  will be  voted  FOR an  alternate  nominee  to be
selected by the board of directors,  unless the stockholder executing such proxy
card  withholds  authority  to vote for such  nominee.  The  board of  directors
believes  that all of its nominees will be available for election at the meeting
and will serve if elected.

     THE BOARD OF DIRECTORS  RECOMMENDS A VOTE FOR THE ELECTION OF THE FOLLOWING
NOMINEES FOR DIRECTOR.

     Nominees for Director.  The respective nominees have provided the following
information.

     Thomas E. Barry,  age 62, has served on our board of directors  since 2000.
Dr.  Barry  is vice  president  for  executive  affairs  at  Southern  Methodist
University  and has been a professor  of marketing in the Edwin L. Cox School of
Business at Southern Methodist University since prior to 2001. He is a member of
our audit committee and management development and compensation committee.

     Norman  S.  Edelcup,   age  70,  has  served  on  our  or  certain  of  our
predecessors' boards of directors since 1975. Since 2003, he has served as mayor
of Sunny Isles Beach,  Florida. He also serves as a trustee for the Baron Funds,
a mutual fund group,  and a director of Florida  Savings  Bancorp.  From 2001 to
2004, Mr. Edelcup served as senior vice president of Florida Savings Bancorp. He
served  as  senior  vice  president  of Item  Processing  of  America,  Inc.,  a
processing  service bureau,  from 1999 to 2000 and as chairman of the board from
1989 to 1998. Mr. Edelcup is a certified public  accountant and served as senior
vice president and chief financial  officer of Avatar Holdings,  Inc.  (formerly
GAC  Corporation),  a real  estate  development  firm,  from 1976 to 1983;  vice
chairman of the board,  senior vice  president  and chief  financial  officer of
Keller Industries,  Inc., a building products  manufacturer,  from 1968 to 1976;
and as a senior accountant with Arthur Andersen & Co., a public accounting firm,
from 1958 to 1962.  He is chairman of both our audit  committee  and  management
development and compensation committee.

     W. Hayden McIlroy, age 66, has served on our board of directors since 2004.
He is a private  investor,  primarily  in real  estate.  From 1975 to 1986,  Mr.
McIlroy was the owner and chief  executive  officer of McIlroy Bank and Trust in
Fayetteville,  Arkansas. He also founded other businesses, primarily in the food
and agricultural industries. Mr. McIlroy currently serves as a director of Cadco
Systems,  Inc., a manufacturer of emergency alert systems. He is a member of our
audit committee.

     Glenn R. Simmons, age 78, has served on our or certain of our predecessors'
boards of directors  since 1980. Mr. Simmons has been vice chairman of the board
of us and Contran  since  prior to 2001.  Mr.  Simmons has been  chairman of the
board of CompX and Keystone  since prior to 2001 and also serves on the board of
directors of Kronos Worldwide, NL and TIMET. In 2004, Keystone filed a voluntary
petition for  reorganization  under federal bankruptcy laws and emerged from the
bankruptcy proceedings in August 2005. Mr. Simmons has been an executive officer
or director of various  companies  related to us and Contran since 1969. He is a
member of our executive committee and a brother of Harold C. Simmons.

     Harold  C.  Simmons,   age  74,  has  served  on  our  or  certain  of  our
predecessors'  boards of directors  since 1980. Mr. Simmons has been chairman of
the board of us and  Contran  since  prior to 2001 and was our  chief  executive
officer from prior to 2001 to 2002.  Mr.  Simmons has served as chief  executive
officer of Kronos  Worldwide and NL since 2003,  chairman of the board of Kronos
Worldwide  since 2003 and  chairman of the board of NL since  prior to 2001.  He
also has served as  chairman of the board of TIMET since  November  2005,  chief
executive  officer of TIMET from November 2005 to January 2006 and vice chairman
of the board of TIMET  from  2004 to  November  2005.  Mr.  Simmons  has been an
executive  officer or  director of various  companies  related to us and Contran
since 1961. Mr.  Simmons serves as chairman of our executive  committee and is a
brother of Glenn R. Simmons.

     J.  Walter  Tucker,  Jr.,  age 80,  has  served  on our or  certain  of our
predecessors' boards of directors since 1982. Mr. Tucker has been the president,
treasurer  and a  director  of  Tucker &  Branham,  Inc.,  a  mortgage  banking,
insurance  and real estate  company  since prior to 2001.  From prior to 2001 to
August 2005,  he served as vice  chairman of the board of Keystone.  In February
2004,  Keystone  filed a voluntary  petition for  reorganization  under  federal
bankruptcy laws and emerged from the bankruptcy  proceedings in August 2005. Mr.
Tucker has been an executive officer or director of various companies related to
us and Contran since 1982.

     Steven L. Watson,  age 55, has served on our board of directors since 1998.
Mr. Watson has been our chief executive officer since 2002 and our and Contran's
president  and a director  of Contran  since  1998.  He has also  served as vice
chairman of the board of Kronos Worldwide since 2004, chief executive officer of
TIMET since January 2006 and vice chairman of the board of TIMET since  November
2005.  Mr.  Watson is also a director of CompX,  Keystone and NL. Mr. Watson has
served as an executive  officer or director of various  companies  related to us
and  Contran  since  1980.  Mr.  Watson  serves  as a  member  of our  executive
committee.






                MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

     The  board of  directors  held five  meetings  and took  action by  written
consent on seven occasions in 2005. Other than Harold C. Simmons,  each director
participated  in at least 80% of such  meetings and of the 2005  meetings of the
committees on which he served at the time.  Mr. Simmons  participated  in 40% of
our 2005 board  meetings.  It is  expected  that each  director  will attend our
annual meetings of stockholders,  which are held  immediately  before the annual
meetings of the board of directors.  All but one of our  directors  attended our
2005 annual stockholder meeting.

     The board of directors has  established  and  delegated  authority to three
standing  committees,  which are  described  below.  The board of  directors  is
expected  to elect  the  members  of the  standing  committees  at the  board of
directors annual meeting immediately  following the annual stockholder  meeting.
The board of directors  has  previously  established,  and from time to time may
establish,   other   committees   to   assist  it  in  the   discharge   of  its
responsibilities.

     Audit Committee.  Our audit committee  assists with the board of directors'
oversight  responsibilities  relating to our financial  accounting and reporting
processes and auditing  processes.  The  responsibilities of our audit committee
are more  specifically  set forth in the amended and  restated  audit  committee
charter,  a copy of which is attached as Exhibit A to this proxy  statement  and
also  available  under  the  corporate   governance   section  of  our  website,
www.valhi.net.  Applying the requirements of the NYSE listing  standards and SEC
regulations, as applicable, the board of directors has determined that:

     o    each  member  of  our  audit  committee  is  independent,  financially
          literate and has no material  relationship  with us other than serving
          as our director; and

     o    Mr. Norman S. Edelcup is an "audit committee financial expert."

     No member of our audit  committee  serves on more than three public company
audit  committees.  For further  information on the role of our audit committee,
see "Audit  Committee  Report." The current  members of our audit  committee are
Norman S. Edelcup (chairman),  Thomas E. Barry and W. Hayden McIlroy.  Our audit
committee held eight meetings and took action by written consent on one occasion
in 2005.

     Management   Development   and   Compensation   Committee.   The  principal
responsibilities of our management development and compensation committee are:

     o    to recommend  to the board of directors  whether or not to approve any
          proposed charge to us or any of our wholly owned subsidiaries pursuant
          to an ISA with a related parent company;

     o    to  review,  approve,  administer  and grant  awards  under our equity
          compensation plans; and

     o    to review and administer such other compensation  matters as the board
          of directors may direct from time to time.

     The board of directors has  determined  that each member of our  management
development  and  compensation  committee  is  independent  by applying the NYSE
director  independence  standards.  For further  information  on the role of our
management development and compensation  committee,  see "Executive Compensation
Report." The current  members of our  management  development  and  compensation
committee are Norman S. Edelcup  (chairman) and Thomas E. Barry.  Our management
development and compensation committee held one meeting in 2005.

     Executive  Committee.  The  principal  responsibilities  of  the  executive
committee  are to take such  actions as are  required  to manage us,  within the
limits  provided by Delaware  statutes and the board of  directors.  The current
members of the executive  committee are Harold C. Simmons  (chairman),  Glenn R.
Simmons and Steven L. Watson. The executive  committee did not hold any meetings
in 2005.






                               EXECUTIVE OFFICERS

     Set forth below is certain information  relating to our executive officers.
Each  executive  officer  serves  at the  pleasure  of the  board of  directors.
Biographical information with respect to Harold C. Simmons, Glenn R. Simmons and
Steven  L.  Watson is set  forth  under  "Election  of  Directors--Nominees  for
Director."



                 Name                     Age            Position(s)
------------------------------------     -----   --------------------------------------

                                           
Harold C. Simmons...................       74    Chairman of the Board
Glenn R. Simmons....................       78    Vice Chairman of the Board
Steven L. Watson....................       55    President and Chief Executive Officer
William J. Lindquist................       49    Senior Vice President
Eugene K. Anderson..................       70    Vice President and Assistant Treasurer
Robert D. Graham....................       50    Vice President
J. Mark Hollingsworth...............       54    Vice President and General Counsel
Kelly D. Luttmer....................       42    Vice President and Tax Director
Bobby D. O'Brien....................       48    Vice President and Chief Financial Officer
John A. St. Wrba....................       49    Vice President and Treasurer
Gregory M. Swalwell.................       49    Vice President and Controller
A. Andrew R. Louis..................       45    Secretary


     William J. Lindquist has served as senior vice president of us and Contran,
and a director of Contran,  since 1998. Mr. Lindquist has served as an executive
officer or director of various companies related to us and Contran since 1980.

     Eugene K. Anderson has served as vice president and assistant  treasurer of
us and Contran  since prior to 2001.  Mr.  Anderson  has served as an  executive
officer of various companies related to us and Contran since 1980.

     Robert D. Graham has served as vice president of us and Contran since 2002,
vice president,  general counsel and secretary of Kronos  Worldwide and NL since
2003,  executive  vice president of TIMET since February 2006 and vice president
of TIMET from 2004 to 2006. From 1997 to 2002, Mr. Graham served as an executive
officer and later as executive  vice  president and general  counsel of Software
Spectrum, Inc., a global business-to-business software services provider that is
a wholly owned  subsidiary  of Level 3  Communications,  Inc.,  but from 1991 to
2002,  was a publicly  traded  corporation.  From 1985 to 1997, Mr. Graham was a
partner  in  the  law  firm  of  Locke  Purnell  Rain  Harrell  (A  Professional
Corporation), a predecessor to Locke Liddell & Sapp LLP.

     J. Mark  Hollingsworth  has served as vice president and general counsel of
us and Contran,  and general counsel of CompX,  since prior to 2001. He also has
served as acting general counsel of Keystone since 2001. Mr.  Hollingsworth  has
served as legal  counsel of various  companies  related to us and Contran  since
1983.

     Kelly D. Luttmer has served as vice president of us, CompX, Contran, Kronos
Worldwide and NL since 2004, tax director of Kronos  Worldwide and NL since 2003
and tax director of us, CompX and Contran since 1998.  Ms. Luttmer has served in
tax accounting  positions with various companies related to us and Contran since
1989.

     Bobby D. O'Brien has served as our chief financial officer since 2002, vice
president of TIMET since 2004 and vice  president of us and Contran  since prior
to 2001.  From prior to 2001 until  February 2005 and October 2004, he served as
treasurer of us and Contran,  respectively.  Mr. O'Brien has served in financial
and accounting  positions with various companies related to us and Contran since
1988.

     John A. St. Wrba has served as our vice president and treasurer  since 2005
and vice  president  and  treasurer of TIMET and Contran since 2004 and NL since
2003. He has also served as vice  president of Kronos  Worldwide  since 2004 and
treasurer of Kronos  Worldwide since 2003. He was NL's assistant  treasurer from
2002 to 2003.  From  2000  until  2002,  he was  assistant  treasurer  of Kaiser
Aluminum & Chemical  Corporation,  a leading  producer  of  fabricated  aluminum
products.

     Gregory M. Swalwell has served as vice  president and  controller of us and
Contran since 1998,  chief  financial  officer of Kronos  Worldwide and NL since
2004, vice president of TIMET since 2004 and vice  president,  finance of Kronos
Worldwide and NL since 2003. Mr. Swalwell has served in financial and accounting
positions with various companies related to us and Contran since 1988.

     A. Andrew R. Louis has served as secretary  of us, CompX and Contran  since
1998. Mr. Louis has served as legal counsel of various  companies  related to us
and Contran since 1995.

                               SECURITY OWNERSHIP

     Ownership of Valhi.  The following  table and footnotes set forth as of the
record date the beneficial  ownership,  as defined by regulations of the SEC, of
our common  stock held by each  individual,  entity or group  known to us to own
beneficially  more than 5% of the outstanding  shares of our common stock,  each
director,  each named  executive  officer and all of our directors and executive
officers as a group.  See  footnote  (4) below for  information  concerning  the
relationships  of certain  individuals  and  entities  that may be deemed to own
indirectly and beneficially more than 5% of the outstanding shares of our common
stock.  All  information is taken from or based upon  ownership  filings made by
such individuals or entities with the SEC or upon  information  provided by such
individuals or entities.



                                                                                   Valhi Common Stock
                                                                   -------------------------------------------------
                                                                         Amount and Nature of          Percent of
                     Name of Beneficial Owner                          Beneficial Ownership (1)       Class (1)(2)
----------------------------------------------------------------   --------------------------------- ---------------

                                                                                                    
Harold C. Simmons (3)...........................................               3,383 (4)                    *
    Valhi Holding Company (3)...................................         106,098,763 (4)                  91.6%
    Harold Simmons Foundation, Inc. (3).........................           1,006,500 (4)                    *
    Contran Corporation (3).....................................             439,400 (4)(5)                 *
    The Combined Master Retirement Trust (3)....................             115,000 (4)                    *
    Annette C. Simmons (3)......................................              43,400 (4)                    *
    The Annette Simmons Grandchildren's Trust (3)...............              36,500 (4)                    *
                                                                        ------------
                                                                         107,742,946 (4)(5)               93.1%

Thomas E. Barry.................................................              11,000 (6)                    *
Norman S. Edelcup...............................................              36,000 (6)                    *
W. Hayden McIlroy...............................................               3,500                        *
Glenn R. Simmons................................................              12,247 (4)(7)                 *
J. Walter Tucker, Jr............................................             251,725 (4)(6)(8)              *
Steven L. Watson................................................             117,246 (4)(6)                 *
William J. Lindquist............................................             130,000 (4)(6)                 *
Bobby D. O'Brien................................................              80,000 (4)(6)                 *
Gregory M. Swalwell.............................................             101,166 (4)(6)                 *
All our directors and executive officers as a group (16 persons)         108,774,876 (4)(5)(6)(7)(8)      93.4%

--------------------
*    Less than 1%.

(1)  Except as otherwise noted,  the listed entities,  individuals or group have
     sole  investment  power and sole  voting  power as to all  shares set forth
     opposite their names.  The number of shares and percentage of ownership for
     each  individual or group assumes the exercise by such  individual or group
     (exclusive  of others) of stock  options that such  individual or group may
     exercise within 60 days subsequent to the record date.

(2)  The  percentages  are  based on  115,778,278  shares  of our  common  stock
     outstanding  as of the record date.  NL and a subsidiary of NL directly own
     3,522,967 and 1,186,200 shares of our common stock, respectively. NL is one
     of our majority owned  subsidiaries  and pursuant to Delaware law, we treat
     these  shares as treasury  stock for voting  purposes.  For the purposes of
     calculating  the  percentage  ownership  of the  outstanding  shares of our
     common stock as of the record date in this proxy  statement such shares are
     not deemed outstanding.

(3)  The  business   address  of  Annette  C.  Simmons,   The  Annette   Simmons
     Grandchildren's  Trust,  Contran,  VHC, the CMRT, Harold C. Simmons and the
     Foundation is Three Lincoln Centre,  5430 LBJ Freeway,  Suite 1700, Dallas,
     Texas 75240-2697.

(4)  VGI, National and Contran are the direct holders of 87.4%,  10.3% and 2.3%,
     respectively,  of the outstanding  common stock of VHC.  National,  NOA and
     Dixie  Holding are the direct  holders of  approximately  73.3%,  11.4% and
     15.3%,  respectively,  of the outstanding VGI common stock. Contran and NOA
     are the direct holders of approximately 85.7% and 14.3%,  respectively,  of
     the outstanding National common stock. Contran and Southwest are the direct
     holders of approximately 49.9% and 50.1%, respectively,  of the outstanding
     NOA  common  stock.  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,  of which  Mr.  Simmons  is the sole  trustee,  or held by Mr.
     Simmons or  persons  or other  entities  related  to Mr.  Simmons.  As sole
     trustee of these trusts,  Mr.  Simmons has the power to vote and direct the
     disposition  of the  shares of  Contran  stock  held by these  trusts.  Mr.
     Simmons,  however,  disclaims  beneficial  ownership of any Contran  shares
     these trusts hold.

     The Foundation  directly holds approximately 0.9% of the outstanding shares
     of our common stock. This foundation is a tax-exempt  foundation  organized
     for charitable purposes.  Harold C. Simmons is the chairman of the board of
     this foundation.

     The CDCT No. 2 directly holds  approximately 0.4% of the outstanding shares
     of our 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 must satisfy the balance
     of such  obligations.  Pursuant  to the  terms of the CDCT No.  2,  Contran
     retains  the  power to vote the  shares  held by the  CDCT No.  2,  retains
     dispositive  power  over  such  shares  and  may  be  deemed  the  indirect
     beneficial owner of such shares.

     The CMRT directly holds approximately 0.1% of the outstanding shares of our
     common  stock.  Contran  sponsors  this  trust  to  permit  the  collective
     investment  by master  trusts  that  maintain  assets of  certain  employee
     benefit plans Contran and related entities adopt.  Harold C. Simmons is the
     sole  trustee of this trust and a member of the  investment  committee  for
     this  trust.  J.  Walter  Tucker,  Jr.  is also a  member  of this  trust's
     investment committee.  Contran's board of directors selects the trustee and
     members of this trust's investment committee. All of our executive officers
     are  participants in one or more of the employee  benefit plans that invest
     through this trust. Each of such persons disclaims  beneficial ownership of
     any of the  shares  this  trust  holds,  except to the extent of his or her
     individual  vested  beneficial  interest,  if any, in the assets this trust
     holds.

     Harold C.  Simmons is the  chairman of the board of each of us,  VHC,  VGI,
     National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.

     By virtue of the  holding  of the  offices,  the  stock  ownership  and his
     services as trustee,  all as described  above, (a) Harold C. 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
     shares  directly  held by  certain  of such other  entities.  However,  Mr.
     Simmons disclaims  beneficial  ownership of the shares  beneficially owned,
     directly or indirectly,  by any of such  entities,  except to the extent of
     his vested beneficial interest,  if any, in shares held by the CMRT and his
     interest as a beneficiary of the CDCT No. 2. Mr. Harold  Simmons  disclaims
     beneficial  ownership of all shares of our common stock beneficially owned,
     directly or indirectly, by VHC, Contran, the Foundation,  the CMRT or NL or
     its subsidiaries.

     All of our  directors  or  executive  officers  who are also  directors  or
     executive  officers  of  VHC,  Contran,  the  Foundation  or  their  parent
     companies disclaim  beneficial  ownership of the shares of our common stock
     that such companies directly or indirectly hold.

     Annette  C.  Simmons  is the wife of Harold C.  Simmons.  She is the direct
     owner of 43,400  shares of our common stock.  Mr.  Simmons may be deemed to
     share indirect  beneficial  ownership of such shares. Mr. Simmons disclaims
     all such beneficial ownership.

     The  Annette  Simmons  Grandchildren's  Trust,  a trust of which  Harold C.
     Simmons and Annette C. Simmons are  co-trustees  and the  beneficiaries  of
     which are the grandchildren of Annette C. Simmons,  is the direct holder of
     36,500  shares of our common  stock.  Mr.  Simmons,  as  co-trustee of this
     trust,  has the power to vote and direct the  disposition  of the shares of
     our  common  stock  this  trust  directly  holds.  Mr.  Simmons   disclaims
     beneficial  ownership  of any  shares of our  common  stock that this trust
     holds.

     The business  address of the CDCT No. 2, Dixie Holding,  National,  NOA and
     VGI is Three Lincoln Centre,  5430 LBJ Freeway,  Suite 1700, Dallas,  Texas
     75240-2697.  The business  address of Dixie Rice is 600  Pasquiere  Street,
     Gueydan,  Louisiana  70542.  The business address of Southwest is 402 Canal
     Street, Houma, Louisiana 70360.

(5)  Represents  the 439,400  shares of our common stock the CDCT No. 2 directly
     holds.

(6)  The shares of our common stock shown as  beneficially  owned by such person
     or group  include the  following  number of shares such person or group has
     the right to acquire upon the exercise of stock options that such person or
     group may exercise within 60 days subsequent to the record date:



                                                                                        Shares of Our Common Stock
                                                                                        Issuable Upon the Exercise
                                                                                             of Stock Options
                          Name of Beneficial Owner                                      On or Before May 27, 2006
         --------------------------------------------------------------------------     --------------------------

                                                                                               
         Thomas E. Barry...........................................................                 6,000
         Norman S. Edelcup.........................................................                 9,000
         J. Walter Tucker, Jr......................................................                 9,000
         Steven L. Watson..........................................................               100,000
         William J. Lindquist......................................................               130,000
         Bobby D. O'Brien..........................................................                80,000
         Gregory M. Swalwell.......................................................               100,000
         All our other executive officers as a group (6 persons)...................               287,600



(7)  The shares of common stock shown as beneficially  owned by Glenn R. Simmons
     include 800 shares his wife holds in her retirement  account,  with respect
     to which shares he disclaims beneficial ownership.

(8)  The shares of common stock shown as beneficially owned by J. Walter Tucker,
     Jr.  include  200,000  shares  his wife  holds,  with  respect  to which he
     disclaims beneficial ownership,  and 19,035 shares held by a corporation of
     which he is the sole stockholder.

     We understand that Contran and related  entities may consider  acquiring or
disposing  of  shares of our  common  stock  through  open  market or  privately
negotiated transactions, depending upon future developments,  including, but not
limited to, the  availability  and alternative uses of funds, the performance of
our common stock in the market,  an  assessment  of our business and  prospects,
financial and stock market  conditions and other factors deemed relevant by such
entities.  We may similarly consider  acquisitions of shares of our common stock
and acquisitions or dispositions of securities issued by related entities. For a
discussion  of certain  purchases  of our  common  stock in 2005,  see  "Certain
Relationships  and  Transactions--Purchases  of our Common  Stock  from  Related
Parties."

     Ownership  of  Related  Companies.  Some  of our  directors  and  executive
officers own equity securities of several companies related to us.

     Ownership  of Kronos  Worldwide,  NL and  TIMET.  The  following  table and
footnotes  set forth the  beneficial  ownership,  as of the record date,  of the
shares of common  stock of NL,  Kronos  Worldwide  and TIMET held by each of our
directors,  each named executive  officer and all of our directors and executive
officers  as a group.  All  information  is taken from or based  upon  ownership
filings made by such  individuals  or entities with the SEC or upon  information
provided by such individuals or entities.



                                 Kronos Worldwide                    NL                            TIMET
                                   Common Stock                 Common Stock                    Common Stock
                               -----------------------      -------------------------    ---------------------------
                               Amount and      Percent      Amount and       Percent        Amount and       Percent
                                Nature of        of          Nature of          of          Nature of           of
                               Beneficial       Class       Beneficial        Class         Beneficial        Class
 Name of Beneficial Owner     Ownership (1)    (1)(2)      Ownership (1)      (1)(3)     Ownership (1)(4)     (1)(4)
---------------------------  ---------------  --------     -------------     --------    ----------------    -------


                                                                                             
Harold C. Simmons......           4,755  (5)      *          255,000  (5)(6)    *        1,933,700  (5)         2.6%
  Valhi, Inc...........      28,888,821  (5)     59.0%    40,350,931  (5)      83.1%     2,858,000  (5)         3.8%
  NL Industries, Inc...      17,516,132  (5)     35.8%           n/a  (5)      n/a             -0-  (5)        -0-
  TIMET Finance
    Management Company.           5,203  (5)      *          222,100  (5)       *              n/a  (5)        n/a
  Tremont LLC..........             -0-  (5)      -0-            -0-  (5)      -0-      25,237,000  (5)        33.5%
  Annette C. Simmons...          36,356  (5)      *          119,475  (5)       *       10,894,666  (5)        12.7%
  The Combined Master
    Retirement Trust...             -0-  (5)      -0-             -0- (5)      -0-       7,689,840  (5)        10.2%
                            -----------                  ------------                  -----------
                             46,451,267  (5)     94.9%    40,947,506  (5)      84.3%    48,613,206  (5)        56.4%

Thomas E. Barry........             -0-  (5)     -0-             -0-  (5)      -0-             -0-  (5)        -0-
Norman S. Edelcup......             -0-  (5)     -0-             -0-  (5)      -0-             -0-  (5)        -0-
W. Hayden McIlroy......             -0-  (5)     -0-             -0-  (5)      -0-           2,000  (5)(7)      *
Glenn R. Simmons.......             708  (5)      *            9,000  (5)       *           22,000  (5)         *
J. Walter Tucker, Jr...             -0-  (5)     -0-             -0-  (5)      -0-             -0-  (5)        -0-
Steven L. Watson.......           4,733  (5)      *           11,000  (5)(6)    *           73,000  (5)(6)      *
William J. Lindquist...             -0-  (5)     -0-             -0-  (5)      -0-             -0-  (5)        -0-
Bobby D. O'Brien.......             -0-  (5)     -0-             -0-  (5)      -0-             -0-  (5)        -0-
Gregory M. Swalwell....             -0-  (5)     -0-             -0-  (5)      -0-             -0-  (5)        -0-
All our directors and
   executive officers as a
   group (16 persons) .      46,456,969  (5)     94.9%    40,968,006  (5)(6)   84.4%    48,710,406  (5)(7)     56.5%


--------------------

*    Less than 1%.

(1)  Except as otherwise noted,  the listed entities,  individuals or group have
     sole  investment  power and sole  voting  power as to all  shares set forth
     opposite their names.  The number of shares and percentage of ownership for
     each  individual or group assumes the exercise by such  individual or group
     (exclusive  of others) of stock  options that such  individual or group may
     exercise within 60 days subsequent to the record date.

(2)  The  percentages  are based on 48,949,549  shares of common stock of Kronos
     Worldwide outstanding as of the record date.

(3)  The  percentages  are based on  48,563,034  shares  of  common  stock of NL
     outstanding as of the record date.

(4)  The  percentages  are based on  75,409,870  shares of common stock of TIMET
     outstanding  as of the record date.  All TIMET  common stock share  amounts
     reported in this table  reflect the  effects of the (i)  two-for-one  split
     that TIMET paid in the form of a stock dividend on the close of business on
     September  6, 2005 to  holders  of record  as of the close of  business  on
     August 25, 2005 and (ii) two-for-one split that TIMET paid in the form of a
     stock  dividend on the close of business on February 16, 2006 to holders of
     record as of the close of business on February 6, 2006.

(5)  TIMET is the  direct  holder  of 100% of the  outstanding  shares of common
     stock of TFMC. We are the sole member of Tremont.

     The  ownership  of  TIMET  common  stock by  Annette  C.  Simmons  includes
     10,666,666  shares of TIMET  common stock that she has the right to acquire
     upon conversion of 1,600,000  shares of TIMET series A preferred stock that
     she  directly  holds.  The  ownership  of TIMET common stock by us includes
     98,000  shares of TIMET common stock that we have the right to acquire upon
     conversion  of 14,700  shares of TIMET  series A  preferred  stock  that we
     directly hold. The percentage  ownership of TIMET common stock held by each
     of Ms.  Simmons  and us assumes the full  conversion  of only the shares of
     TIMET series A preferred stock she or we own, respectively.

     See  footnotes  (2)  and  (4) to  the  "Ownership  of  Valhi"  table  for a
     description of certain  relationships  among the  individuals,  entities or
     groups appearing in this table. All of our directors or executive  officers
     disclaim  beneficial  ownership  of any  shares of  common  stock of Kronos
     Worldwide, NL or TIMET that we directly or indirectly own.

     Other than the securities he holds  directly,  Harold C. Simmons  disclaims
     beneficial  ownership of any and all securities  that his wife,  Annette C.
     Simmons, directly or indirectly owns.

(6)  The shares of common  stock of NL or TIMET shown as  beneficially  owned by
     such  person  include  the  following  number of shares such person has the
     right to acquire  upon the  exercise of stock  options that such person may
     exercise within 60 days subsequent to the record date:



                                                        Shares of NL Common Stock      Shares of TIMET Common Stock
                                                      Issuable Upon the Exercise of   Issuable Upon the Exercise of
                                                        Stock Options On or Before            Stock Options
                  Name of Beneficial Owner                     May 27, 2006             On or Before May 27, 2006
---------------------------------------------------   -----------------------------   -----------------------------


                                                                                           
         Harold C. Simmons........................                 2,000                            -0-
         Steven L. Watson.........................                 2,000                         30,000


(7)  Represents  2,000 shares of common stock of TIMET that Mr.  McIlroy has the
     right to acquire upon  conversion of 300 shares of TIMET series A preferred
     stock that he directly holds.






     Ownership  of  CompX.  The  following  table  and  footnotes  set forth the
beneficial  ownership,  as of the record  date,  of the class A common stock and
class B  common  stock  of  CompX  held by each  of our  directors,  each  named
executive  officer and all of our directors  and executive  officers as a group.
All  information  is taken from or based  upon  ownership  filings  made by such
individuals  or  entities  with  the SEC or upon  information  provided  by such
individuals or entities.



                                                                                                            CompX
                                                                                                         Class A and
                                                                                                          Class B
                                             CompX Class A                      CompX Class B              Common
                                              Common Stock                    Common Stock (1)              Stock
                                    --------------------------------    -----------------------------     Combined
                                    Amount and Nature of    Percent     Amount and Nature     Percent    Percent of
                                         Beneficial         of Class      of Beneficial      of Class       Class
        Beneficial Owner                Ownership (2)        (2)(3)       Ownership (2)       (2)(3)       (2)(3)
--------------------------------    --------------------    --------    ------------------   --------    ----------

                                                                                             
Harold C. Simmons.............          56,900  (4)           1.1%             -0-  (4)         -0-           *
   CompX Group, Inc...........       2,586,820  (4)          49.4%      10,000,000  (4)        100.0%       82.6%
   TIMET Finance Management
     Company..................         483,600  (4)           9.2%             -0-  (4)         -0-          3.2%
   NL Industries, Inc.........         250,004  (4)           4.8%             -0-  (4)         -0-          1.6%
   Annette C. Simmons.........          20,000  (4)             *              -0-  (4)         -0-           *
                                    ----------                         -----------
                                     3,397,324  (4)          64.9%      10,000,000  (4)        100.0%       87.9%

Thomas E. Barry...............             -0-  (4)            -0-             -0-  (4)         -0-          -0-
Norman S. Edelcup.............           2,000  (4)             *              -0-  (4)         -0-           *
W. Hayden McIlroy.............             -0-  (4)            -0-             -0-  (4)         -0-          -0-
Glenn R. Simmons..............          71,100  (4)(5)(6)     1.3%             -0-  (4)         -0-           *
J. Walter Tucker, Jr..........             -0-  (4)            -0-             -0-  (4)         -0-          -0-
Steven L. Watson..............          21,600  (4)(5)          *              -0-  (4)         -0-           *
William J. Lindquist..........          10,000  (4)(5)          *              -0-  (4)         -0-           *
Bobby D. O'Brien..............          10,300  (4)(5)          *              -0-  (4)         -0-           *
Gregory M. Swalwell...........           5,000  (4)(5)          *              -0-  (4)         -0-           *
All our directors and executive
   officers as a group (16
   persons)...................       3,535,524  (4)(5)(6)    66.1%      10,000,000  (4)        100.0%       88.2%


--------------------

*    Less than 1%.

(1)  Each share of CompX class B common stock entitles the holder to one vote on
     all  matters  except  the  election  of  directors,  on which each share is
     entitled to ten votes. In certain instances, shares of CompX class B common
     stock are  automatically  convertible  into  shares of CompX class A common
     stock.

(2)  Except as otherwise noted,  the listed entities,  individuals or group have
     sole  investment  power and sole  voting  power as to all  shares set forth
     opposite their names.  The number of shares and percentage of ownership for
     each  individual or group assumes the exercise by such  individual or group
     (exclusive  of others) of stock  options that such  individual or group may
     exercise within 60 days subsequent to the record date.

(3)  The percentages are based on 5,234,280 shares of CompX class A common stock
     outstanding  as of the record date and  10,000,000  shares of CompX class B
     common stock outstanding as of the record date.

(4)  NL and TFMC directly hold 82.4% and 17.6%, respectively, of the outstanding
     shares of CompX Group, Inc. common stock. We hold indirectly  through CompX
     Group,  Inc., TFMC and NL approximately  87.4% of the combined voting power
     of the  outstanding  shares  of  CompX  class A and  class B  common  stock
     (approximately 98.2% for the election of directors).

     See  footnotes  (2) and (4) to the  "Ownership of Valhi" table and footnote
     (5) to the  "Ownership  of  Kronos  Worldwide,  NL and  TIMET"  table for a
     description of certain  relationships  among the  individuals,  entities or
     groups appearing in this table. All of our directors or executive  officers
     disclaim  beneficial  ownership  of any shares of CompX  class A or class B
     common stock that that we directly or indirectly own.

     Other than the securities he holds  directly,  Harold C. Simmons  disclaims
     beneficial  ownership of any and all securities  that his wife,  Annette C.
     Simmons, directly or indirectly owns.

(5)  The shares of CompX  class A common  stock shown as  beneficially  owned by
     such person or group include the following  number of shares such person or
     group has the right to acquire upon the exercise of stock options that such
     person or group may exercise within 60 days subsequent to the record date:



                                                                                         Shares of CompX Class A
                                                                                       Common Stock Issuable Upon
                                                                                      the Exercise of Stock Options
                             Name of Beneficial Owner                                   On or Before May 27, 2006
         -----------------------------------------------------------------------      -----------------------------

                                                                                               
         Glenn R. Simmons.......................................................                  55,600
         Steven L. Watson.......................................................                  15,600
         William J. Lindquist...................................................                  10,000
         Bobby D. O'Brien.......................................................                  10,000
         Gregory M. Swalwell....................................................                   5,000
         All our other executive officers as a group (6 persons)................                  18,000


(6)  The shares of CompX  class A common  stock shown as  beneficially  owned by
     Glenn R.  Simmons  include  500  shares  his wife  holds in her  retirement
     account, with respect to which shares he disclaims beneficial ownership.






                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
                              AND OTHER INFORMATION

     Compensation  of Directors.  Our directors who are not one of our executive
officers are entitled to receive  compensation  for their services as directors.
Directors who received such compensation in 2005 were Thomas E. Barry, Norman S.
Edelcup, W. Hayden McIlroy and J. Walter Tucker, Jr.

     In 2005,  our  non-management  directors  received  an annual  retainer  of
$20,000,  paid  in  quarterly  installments,  plus a fee of  $1,000  per day for
attendance  at meetings  and at a daily rate ($125 per hour) for other  services
rendered on behalf of our board of directors or its committees.  The chairman of
our  audit  committee  and any  member  of our  audit  committee  whom the board
identified as an "audit committee  financial  expert" for purposes of the annual
proxy  statement  received  an annual  retainer of  $10,000,  paid in  quarterly
installments  (provided  that if one person served in both  capacities  only one
such retainer was paid),  and other members of our audit  committee  received an
annual  retainer  of  $5,000,  paid  in  quarterly  installments.  If one of our
non-management  directors  dies  while  serving on our board of  directors,  his
designated  beneficiary  or estate will be  entitled to receive a death  benefit
equal to the annual  retainer then in effect.  We reimburse  our  non-management
directors  for  reasonable  expenses  incurred in attending  meetings and in the
performance  of other  services  rendered on behalf of our board of directors or
its committees.

     On the day of each annual stockholder  meeting,  each of our non-management
directors  receives a grant of shares of our common stock as  determined  by the
following  formula  based on the closing price of a share of our common stock on
the date of such meeting.

       Range of Closing Price Per                    Shares of Common
       Share on the Date of Grant                  Stock to Be Granted
       --------------------------                  -------------------

         Under $5.00                                       2,000
         $5.00 to $9.99                                    1,500
         $10.00 to $20.00                                  1,000
         Over $20.00                                         500

     As a result of the $18.78 per share  closing  price of our common  stock on
May  26,  2005,  the  date  of  our  2005  annual  stockholder   meeting,   each
non-management director elected on that date received a grant of 1,000 shares of
our common stock.

     Intercorporate   Services   Agreements.   Contran   and   certain   of  its
subsidiaries,  including us, have entered into ISAs  pursuant to which  Contran,
among other things, provides the services of all of our named executive officers
to certain of Contran's subsidiaries,  including us and our subsidiaries.  For a
discussion    of    these    ISAs,     see    "Certain     Relationships     and
Transactions--Intercorporate Services Agreements."

     Summary of Cash and Certain Other Compensation of Executive  Officers.  The
summary  compensation  table below provides  information  concerning  annual and
long-term  compensation  we and our  subsidiaries  paid or accrued for  services
rendered during the past three years by our chief executive  officer and each of
the four other most highly  compensated  individuals (based on ISA charges to us
and our subsidiaries) who were our executive  officers at December 31, 2005. All
of our named  executive  officers  were  employees of Contran for the past three
years and provided  their  services to us and our  subsidiaries  pursuant to the
ISAs.  For  a  discussion  of  these  ISAs,  see  "Certain   Relationships   and
Transactions--Intercorporate Services Agreements."

                         SUMMARY COMPENSATION TABLE (1)



                      Name and                                          Annual Compensation
                                                                   --------------------------         All Other
                 Principal Position                      Year                Salary                 Compensation
--------------------------------------------------       ----      --------------------------      ---------------

                                                                                          
Harold C. Simmons.................................       2005      $       5,119,720  (2)          $      -0-
Chairman of the Board                                    2004              4,980,415  (2)                 -0-
                                                         2003              2,997,080  (2)                 -0-

Steven L. Watson..................................       2005              1,778,120  (2)                 -0-  (3)
President and Chief Executive Officer                    2004              1,695,165  (2)               5,201  (3)
                                                         2003              1,364,710  (2)               8,150  (3)

William J. Lindquist..............................       2005              1,031,500  (2)                 -0-  (3)
Senior Vice President                                    2004                981,200  (2)               3,730  (3)
                                                         2003                479,000  (2)               5,845  (3)

Bobby D. O'Brien..................................       2005                994,600  (2)                 -0-  (3)
Vice President and Chief Financial Officer               2004                869,000  (2)                 335  (3)
                                                         2003                638,000  (2)                 525  (3)

Gregory M. Swalwell...............................       2005                798,300  (2)                 -0-  (3)
Vice President and Controller                            2004                602,600  (2)                  79  (3)
                                                         2003                458,000  (2)                 123  (3)
--------------------


(1)  For the periods  presented,  no named executive officer received a "bonus,"
     "other annual compensation," or "long-term  compensation" as defined by SEC
     rules,  from us or our  subsidiaries.  Therefore,  the  columns  for bonus,
     long-term compensation and other annual compensation have been omitted.

(2)  The  amounts  shown in the  summary  compensation  table as salary for each
     named  executive  officer  represent  the  portion  of the  fees we and our
     subsidiaries  paid to Contran  pursuant to certain ISAs with respect to the
     services such officer rendered to us and our subsidiaries. The amount shown
     in the table as salary for each of Messrs. Simmons and Watson also includes
     director  compensation  paid  to each  of  them  by our  subsidiaries.  The
     components  of salary shown in the summary  compensation  table for each of
     our named executive officers are as follows.



                                                             2003                 2004                2005
                                                       ----------------     ----------------     --------------
          Harold C. Simmons
            ISA Fees:
                                                                                        
               Valhi................................   $      1,000,000     $      1,000,000     $    1,000,000
               NL ..................................            761,000              950,000          1,000,000
               CompX................................          1,000,000            1,000,000          1,000,000
               Kronos Worldwide.....................            190,000              950,000          1,000,000
               TIMET................................                -0-            1,000,000          1,000,000
               Tremont..............................                -0- (a)              -0- (a)            -0- (a)
            NL Cash Director Fees...................             23,500               24,000             23,000
            NL Director Stock.......................             16,330               11,410             15,370
            Kronos Worldwide Cash Director Fees.....                -0-               23,000             23,000
            Kronos Worldwide Director Stock.........                -0-               15,005             15,375
            TIMET Cash Director Fees................                -0-                7,000             23,000
            TIMET Director Stock....................                -0-                  -0-             19,975
            Tremont Cash Director Fees..............              6,250 (a)              -0- (a)            -0- (a)
                                                         --------------       --------------       ------------
                                                       $      2,997,080     $      4,980,415     $    5,119,720
                                                         ==============       ==============       ============

          Steven L. Watson
            ISA Fees:
               Valhi................................   $        807,000 (b) $        582,400 (b) $      518,000 (b)
               NL ..................................            224,000              456,400 (c)        443,900 (c)
               CompX................................             65,000               65,200             92,500
               Kronos Worldwide.....................                -0-              325,900 (d)        462,500 (d)
               TIMET................................                -0-               34,800             55,500
               Tremont..............................            163,000 (a)           43,500 (a)         46,200 (a)
            NL Cash Director Fees...................             26,000               25,000             23,000
            NL Director Stock.......................             16,330               11,410             15,370
            CompX Cash Director Fees................             20,500               23,000             24,000
            CompX Director Stock....................              8,325               13,300             14,800
            Kronos Worldwide Cash Director Fees.....                -0-               23,000             23,000
            Kronos Worldwide Director Stock.........                -0-               15,005             15,375
            TIMET Cash Director Fees................             16,350               26,000             24,000
            TIMET Director Stock....................             11,955               50,250             19,975
            Tremont Cash Director Fees..............              6,250 (a)              -0- (a)            -0- (a)
                                                         --------------       --------------       ------------
                                                       $      1,364,710     $      1,695,165     $    1,778,120
                                                         ==============       ==============       ============

          William J. Lindquist
            ISA Fees:
               Valhi................................   $        195,000 (b) $        347,400 (b) $      147,300 (b)
               NL ..................................            222,000              145,900            147,400
               CompX................................             40,000               26,500             29,500
               Kronos Worldwide.....................                -0-              424,300 (d)        471,500 (d)
               TIMET................................             11,000               26,500            117,900
               Tremont..............................             11,000 (a)           10,600 (a)        117,900 (a)
                                                         --------------       --------------     --------------
                                                       $        479,000     $        981,200     $    1,031,500
                                                         ==============       ==============       ============

          Bobby D. O'Brien
            ISA Fees:
               Valhi................................   $        426,000 (b) $        455,600 (b) $      535,600 (b)
               NL ..................................            165,000              148,600 (c)        170,000 (c)
               CompX................................                -0-               49,500             42,400
               Kronos Worldwide.....................                -0-               99,000 (d)        113,400 (d)
               TIMET................................                -0-               17,300             19,800
               Tremont..............................             47,000 (a)           99,000 (a)        113,400 (a)
                                                         --------------       --------------       ------------
                                                       $        638,000     $        869,000     $      994,600
                                                         ==============       ==============       ============

          Gregory M. Swalwell
            ISA Fees:
               Valhi................................   $        201,000 (b) $        214,400 (b) $      281,900 (b)
               NL ..................................            154,000              113,700            150,600
               CompX................................             26,000               39,000             43,000
               Kronos Worldwide.....................                -0-              170,600 (d)        236,700 (d)
               TIMET................................             77,000               48,700             64,600
               Tremont..............................                -0- (a)           16,200 (a)         21,500 (a)
                                                         --------------       --------------       ------------
                                                       $        458,000     $        602,600     $      798,300
                                                         ==============       ==============       ============



          (a)  In  February  2003,  Tremont  became  one  of  our  wholly  owned
               subsidiaries.  These amounts  include  amounts Contran charged to
               Tall Pines, a wholly owned  subsidiary of Tremont,  under the ISA
               between Contran and Tall Pines.

          (b)  Includes  amounts  Contran  charged  pursuant  to ISAs to  Medite
               Corporation and WCS.

          (c)  Includes  amounts  allocated  to EWI Re,  Inc.,  a  wholly  owned
               subsidiary of NL, under the ISA between Contran and NL.

          (d)  Includes  amounts  allocated  to Kronos  International,  Inc.,  a
               wholly  owned  subsidiary  of  Kronos  Worldwide,  under  the ISA
               between Contran and Kronos Worldwide.

(3)  All other  compensation  for the last three  years for each of these  named
     executive   officers  consisted  of  interest  accruals  on  the  executive
     officer's unfunded deferred compensation reserve accounts attributable,  in
     certain  instances,  to certain  limits under the Internal  Revenue Code of
     1986 with respect to such officer's  former  participation  in our deferred
     incentive plan and former defined  benefit pension plan. The agreements for
     these unfunded reserve accounts provided that the balances of such accounts
     accrue credits in lieu of interest  compounded  quarterly.  Pursuant to SEC
     rules,  the amounts shown  represent the portion of the credit  accruals to
     the unfunded reserve accounts that exceeded 120% of the applicable  federal
     long-term  rate as prescribed by the Internal  Revenue Code.  The rate used
     for such computations was the 120% rate for quarterly compounding in effect
     for the month of the  respective  quarter that the credit accrual was added
     to the account.

     In October 2004, we and each of these named  executive  officers  agreed to
     terminate the agreements for these accounts and such officers  concurrently
     received a final  distribution  of all accrued credit amounts for principal
     and interest accruals under these accounts.  These distributed  amounts are
     not disclosed in the summary  compensation  table above because the accrued
     principal  amounts  and  accrued  interest in excess of 120% of the federal
     long-term  rate were  disclosed in the year accrued for the officers in the
     summary  compensation table and related footnotes contained in our previous
     proxy statements.

     No Grants of Stock Options or Stock Appreciation Rights. Neither we nor any
of our subsidiaries  granted any stock options or stock  appreciation  rights to
our named executive officers during 2005.

     Stock  Option   Exercises  and  Holdings.   The  following  table  provides
information  with respect to the amount Harold C. Simmons  realized in 2005 upon
the  exercise of certain of his stock  options for NL common stock and the value
of our named executive  officers'  unexercised stock options for common stock of
us or our  subsidiaries  as of  December  31,  2005.  Neither  we nor any of our
subsidiaries has granted any stock appreciation  rights nor has Kronos Worldwide
granted any stock options.

                  AGGREGATE STOCK OPTION EXERCISES IN 2005 AND
                         DECEMBER 31, 2005 OPTION VALUES



                                                                 Number of Shares
                                 Shares                             Underlying              Value of Unexercised
                               Acquired                      Unexercised Options at         In-the-Money Options
                                   on                         December 31, 2005 (#)       at December 31, 2005 (1)
                                Exercise       Value       ---------------------------   ---------------------------
            Name                  (#)         Realized     Exercisable   Unexercisable   Exercisable   Unexercisable
---------------------------    ----------  --------------  -----------   -------------   -----------   -------------


Harold C. Simmons
                                                                                           
   NL Stock Options........         2,000  $  30,795  (2)         4,000             -0-  $     22,214        $    -0-

Steven L. Watson
   Valhi Stock Options.....           -0-        -0-            100,000             -0-     1,056,000             -0-
   NL Stock Options........           -0-        -0-              4,000             -0-        22,214             -0-
   CompX Stock Options.....           -0-        -0-             14,800           1,200         8,256           2,924
   TIMET Stock Options (3).           -0-        -0-             30,000             -0-       838,863             -0-
                               ----------  ---------          ---------         -------    ----------        --------
                                      -0-        -0-            148,800           1,200     1,925,333           2,924

William J. Lindquist
   Valhi Stock Options.....           -0-        -0-            130,000             -0-     1,251,000             -0-
   CompX Stock Options.....           -0-        -0-             10,000             -0-           -0-             -0-
                               ----------  ---------          ---------         -------    ----------        --------
                                      -0-        -0-            140,000             -0-     1,251,000             -0-

Bobby D. O'Brien
   Valhi Stock Options.....           -0-        -0-             80,000             -0-       645,000             -0-
   CompX Stock Options.....           -0-        -0-             10,000             -0-           -0-             -0-
                               ----------  ---------          ---------         -------    ----------        --------
                                      -0-        -0-             90,000             -0-       645,000             -0-
Gregory M. Swalwell
   Valhi Stock Options.....           -0-        -0-            100,000             -0-       849,900             -0-
   CompX Stock Options.....           -0-        -0-              5,000             -0-           -0-             -0-
                               ----------  ---------          ---------         -------    ----------        --------
                                      -0-        -0-            105,000             -0-       849,900             -0-

--------------------

(1)  Each aggregate value is based on the difference  between the exercise price
     of the individual stock options and the closing sale price per share of the
     underlying common stock on December 31, 2005. Such closing sale prices were
     $18.50  per  share for our  common  stock,  $14.09  per share for NL common
     stock, $16.02 per share for CompX class A common stock and $31.63 per share
     for TIMET common  stock,  which TIMET common stock  closing  price has been
     adjusted as described in footnote 3 below.

(2)  The value realized for this exercise is based on the difference between the
     average of the high and low sales prices per share of the underlying common
     stock on the day of the exercise and the exercise price per share.

(3)  All TIMET common stock share amounts reported in this table and the related
     stock and exercise prices reflect the effects of the (i) two-for-one  split
     that TIMET paid in the form of a stock dividend on the close of business on
     September  6, 2005 to  holders  of record  as of the close of  business  on
     August 25, 2005 and (ii) two-for-one split that TIMET paid in the form of a
     stock  dividend on the close of business on February 16, 2006 to holders of
     record as of the close of business on February 6, 2006.






                      EQUITY COMPENSATION PLAN INFORMATION

     The following  table provides  summary  information as of December 31, 2005
with respect to equity  compensation plans under which our equity securities may
be  issued  to  employees  or  nonemployees  (such  as  directors,  consultants,
advisers,  vendors,  customers,  suppliers and lenders) in exchange for goods or
services.



                                        Column (A)                   Column (B)                   Column (C)
                                -----------------------         -------------------        ------------------------
                                                                                             Number of Securities
                                                                                           Remaining Available for
                                                                                             Future Issuance Under
                                Number of Securities to          Weighted-Average             Equity Compensation
                                be Issued Upon Exercise          Exercise Price of              Plans (Excluding
                                of Outstanding Options,         Outstanding Options,        Securities Reflected in
        Plan Category             Warrants and Rights           Warrants and Rights              Column (A))
---------------------------     ------------------------        --------------------        -----------------------

Equity compensation plans
approved by security
                                                                                           
holders....................                 813,600                     $9.90                       4,051,500

Equity compensation plans
not approved by security
holders....................                     -0-                       -0-                             -0-

Total......................                 813,600                     $9.90                       4,051,500



                         CORPORATE GOVERNANCE DOCUMENTS

     Code of Business  Conduct and  Ethics.  We have  adopted a code of business
conduct and ethics that applies to all of our directors, officers and employees,
including  our  principal   executive  officer,   principal  financial  officer,
principal  accounting  officer and  controller.  Only the board of directors may
amend the code.  Only our audit  committee  or other  committee  of the board of
directors with specific delegated  authority may grant a waiver of this code. We
will  disclose  amendments  to or waivers of the code as required by law and the
applicable rules of the NYSE.

     Corporate  Governance  Guidelines.  We have  adopted  corporate  governance
guidelines to assist the board of directors in exercising its  responsibilities.
Among other things,  the corporate  governance  guidelines  provide for director
qualifications,  for independence  standards and responsibilities,  for approval
procedures  for ISAs  and that our  audit  committee  chairman  presides  at all
meetings of the non-management or independent directors.

     Audit  Committee  Charter.  We have adopted an amended and  restated  audit
committee charter under which our audit committee operates.  Among other things,
our audit  committee  charter  provides the purpose,  authority,  resources  and
responsibilities of the committee.

     A copy of each of these three documents,  among others, is available on our
website at www.valhi.net  under the corporate  governance section. A copy of the
amended and restated  audit  committee  charter is also attached as Exhibit A to
this proxy statement.  In addition,  any person may obtain a copy of these three
documents  without charge,  by sending a written request to the attention of our
corporate  secretary at Valhi,  Inc.,  Three Lincoln  Centre,  5430 LBJ Freeway,
Suite 1700, Dallas, Texas 75240-2697.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a)  of the  Securities  Exchange  Act  requires  our  executive
officers,  directors and persons who own more than 10% of a registered  class of
our equity  securities  to file reports of ownership  with the SEC, the NYSE and
us. Based  solely on the review of the copies of such forms and  representations
by certain reporting persons,  we believe that for 2005 our executive  officers,
directors and 10% stockholders  complied with all applicable filing requirements
under section 16(a).

                          EXECUTIVE COMPENSATION REPORT

     During  2005,  our  management   development  and  compensation   committee
administered  certain  matters  regarding  the  compensation  of  our  executive
officers.

Valhi ISAs

     During 2005, we paid certain fees to Contran for services provided pursuant
to  certain  ISAs  between  Contran  and us or  certain  of our  privately  held
subsidiaries.  Such services  provided under these ISAs included the services of
all of our executive officers.

     Contran  annually  determines  the  aggregate  fee to  charge  us  and  our
privately held subsidiaries based on the following:

     o    an estimate of the amount of time each Contran  employee that performs
          services for us and certain of our privately  held  subsidiaries  will
          spend on such services over the year; and

     o    Contran's cost related to such employee, which includes the employee's
          base salary,  incentive  compensation  and an overhead  component that
          takes into account other employment costs, including medical benefits,
          unemployment  and  disability  insurance  and pension  costs and other
          costs of providing an office,  equipment  and supplies  related to the
          provision of such services.

     The  portion  of the  annual  charge we pay under  the ISAs  between  us or
certain of our privately held  subsidiaries  and Contran for the services of any
particular  individual is capped at $1.0 million in the aggregate to enhance our
ability to deduct such charge for federal income tax purposes. The amount of the
fee we paid in 2005 under these ISAs for a person who provided services to us or
our privately held subsidiaries represents, in management's view, the reasonable
equivalent of  "compensation"  for such services.  It is also  management's view
that the  proposed  aggregate  charge to us under the ISAs is fair to us and our
stockholders and the cost for the services provided under these ISAs would be no
less  favorable to us than could  otherwise be obtained from an unrelated  third
party   for    comparable    services.    See   "Certain    Relationships    and
Transactions--Intercorporate  Services  Agreements" for the aggregate  amount we
paid to Contran in 2005 under these ISAs. For each named executive officer,  the
portion  of the  annual  charge  we paid in 2005 to  Contran  under  these  ISAs
attributable to the services of such executive  officer is set forth in footnote
(2) to the  summary  compensation  table in this proxy  statement.  The  amounts
charged under the ISAs are not dependent upon our financial performance.

     For 2005, our management  development and compensation  committee  reviewed
documentation  and discussed with management  Contran's ISA allocation  process,
including how Contran determined the necessary  personnel,  the estimated number
of full time  employees  that would be required to provide the  services and the
cost of such services under these ISAs. The committee then  recommended that our
board of directors  approve the 2005  aggregate  service charge for the proposed
Contran  services  to be  rendered  to us  and  certain  of our  privately  held
subsidiaries under these ISAs after concluding that:

     o    the cost to employ the additional  personnel  necessary to perform the
          quality of the services  provided by Contran would exceed the proposed
          2005 aggregate fee to be charged by Contran under these ISAs; and

     o    the cost for such  services  would  be no less  favorable  than  could
          otherwise  be obtained  from an unrelated  third party for  comparable
          services.

Upon receiving the recommendation of our management development and compensation
committee  that the ISA charges to us and our privately held  subsidiaries  were
fair  and  reasonable  to us and our  stockholders  and  that it was in our best
interests to continue receiving such services presently provided by Contran, our
independent  directors,  with our other directors abstaining,  approved the 2005
aggregate charge to us under these ISAs.

     In making these determinations, our management development and compensation
committee  relied on their  collective  business  experience  and judgment.  The
committee  did not  review  any  2005 ISA  charges  from  Contran  to any of our
publicly held subsidiaries or their subsidiaries, which charges were reviewed by
the management  development and compensation  committee or independent directors
of the applicable publicly held subsidiary.

Common Stock Based Compensation

     In 2005, our management development and compensation committee administered
matters regarding the common stock based compensation of our executive officers.
In 2005,  management did not recommend any common stock based compensation,  and
our management  development  and  compensation  committee did not grant any such
compensation  to  any  executive  officers.   Our  management   development  and
compensation committee does not currently anticipate granting common stock based
compensation  to  anyone  in 2006  other  than  annual  grants  of  stock to our
non-management  directors. See "Compensation of Directors and Executive Officers
and Other Information--Compensation of Directors."

Deductibility of Compensation

     Section 162(m) of the Internal  Revenue Code of 1986 generally  disallows a
tax deduction to public companies for  non-performance  based  compensation over
$1.0 million paid to the company's chief  executive  officer and four other most
highly compensated executive officers. It is our general policy to structure the
performance-based  portion of the  compensation  of our executive  officers in a
manner that enhances our ability to deduct fully such compensation.

     The following individuals,  in the capacities indicated,  hereby submit the
foregoing report.



                                                         
   Norman S. Edelcup                                        Thomas E. Barry
   Chairman of our Management Development and               Member of our Management Development and
   Compensation Committee                                   Compensation Committee







                     CERTAIN RELATIONSHIPS AND TRANSACTIONS

     Relationships   with  Related   Parties.   As  set  forth  under  "Security
Ownership," Harold C. Simmons,  through Contran, may be deemed to control us. We
and other  entities  that may be deemed to be  controlled  by or  related to Mr.
Simmons sometimes engage in the following:

     o    intercorporate  transactions,  such  as  guarantees,   management  and
          expense sharing  arrangements,  shared fee  arrangements,  tax sharing
          agreements, joint ventures, partnerships,  loans, options, advances of
          funds on open  account  and  sales,  leases and  exchanges  of assets,
          including securities issued by both related and unrelated parties; and

     o    common investment and acquisition  strategies,  business combinations,
          reorganizations,   recapitalizations,   securities   repurchases   and
          purchases  and sales  (and other  acquisitions  and  dispositions)  of
          subsidiaries,  divisions or other business units,  which  transactions
          have  involved  both related and  unrelated  parties and have included
          transactions  that resulted in the acquisition by one related party of
          an equity interest in another related party.

     We periodically  consider,  review and evaluate and understand that Contran
and  related   entities   periodically   consider,   review  and  evaluate  such
transactions.  Depending  upon  the  business,  tax and  other  objectives  then
relevant and restrictions under indentures and other agreements,  it is possible
that we might be a party to one or more of such  transactions in the future.  In
connection with these  activities,  we may consider  issuing  additional  equity
securities or incurring additional indebtedness. Our acquisition activities have
in the  past and may in the  future  include  participation  in  acquisition  or
restructuring  activities  conducted by other companies that may be deemed to be
related to Harold C. Simmons.  It is our policy to engage in  transactions  with
related parties on terms, in our opinion,  no less favorable to us than could be
obtained from unrelated parties.

     Certain directors or executive officers of Contran, CompX, Keystone, Kronos
Worldwide,  NL or TIMET also serve as our directors or executive officers.  Such
relationships  may  lead to  possible  conflicts  of  interest.  These  possible
conflicts  of  interest  may arise from the  duties of  loyalty  owed by persons
acting as corporate  fiduciaries to two or more companies under circumstances in
which such companies may have adverse interests.  No specific  procedures are in
place  that  govern  the  treatment  of  transactions  among us and our  related
entities,   although  such  entities  may  implement   specific   procedures  as
appropriate  for  particular   transactions.   In  addition,   under  applicable
principles  of law, in the absence of  stockholder  ratification  or approval by
directors  who may be deemed  disinterested,  transactions  involving  contracts
among  companies  under common  control must be fair to all companies  involved.
Furthermore,  directors owe  fiduciary  duties of good faith and fair dealing to
all stockholders of the companies for which they serve.

     Intercorporate  Services Agreements.  We and certain related companies have
entered  into ISAs.  Under the ISAs,  employees of one company  provide  certain
services,  including  executive officer services,  to the other company on a fee
basis. The services rendered under the ISAs may include  executive,  management,
financial,  internal audit, accounting,  tax, legal, insurance, risk management,
treasury,  aviation,  human resources,  technical,  consulting,  administrative,
office,  occupancy  and  other  services  as  required  from time to time in the
ordinary course of the recipient's business.  The fees paid pursuant to the ISAs
are  generally  based upon an estimate of the time  devoted by  employees of the
provider of the services to the affairs of the recipient and the employer's cost
related to such employees,  which includes the employees' cash  compensation and
an overhead component that takes into account the employer's other costs related
to the  employees.  Each  of  the  ISAs  in  their  current  form  extends  on a
quarter-to-quarter  basis,  generally subject to the termination by either party
pursuant to a written  notice  delivered  30 days prior to the start of the next
quarter.  Because of the large number of companies related to Contran and us, we
believe we benefit from cost savings and economies of scale gained by not having
certain  management,  financial  and  administrative  staffs  duplicated at each
entity,  thus  allowing  certain  individuals  to provide  services  to multiple
companies but only be compensated by one entity. With respect to a publicly held
company  that is a party to an ISA,  the ISA and the  related  aggregate  annual
charge are approved by the independent directors of the company, generally after
receiving  a  recommendation  from  the  company's  management  development  and
compensation committee.

     The following table  describes the fees paid by us and our  subsidiaries to
Contran  in 2005 and the  amount  anticipated  to be paid to Contran in 2006 for
services Contran provided us or our subsidiaries under the various ISAs.



                                                                                                     Fees Expected
                                                                                 Fees Paid to        to be Paid to
                                                                              Contran under the      Contran under
              Recipient of Services from Contran under an ISA                    ISA in 2005        the ISA in 2006
------------------------------------------------------------------------      -----------------     ---------------
                                                                                          (In millions)

                                                                                               
Valhi, Inc..............................................................        $   3.813            $    3.917
Waste Control Specialists LLC...........................................            1.169                 1.507
Tremont LLC.............................................................            0.649  (1)            0.852  (1)
Medite Corporation......................................................            0.230                 0.283
Tall Pines Insurance Company............................................            0.060                 0.070
Amalgamated Research, Inc...............................................            0.043                 0.030
Amcorp, Inc.............................................................            0.003                 0.003
                                                                                ---------             ---------
     Total for Valhi and its privately held subsidiaries................            5.967                 6.662  (2)

Kronos Worldwide, Inc...................................................            5.729  (2)            6.332  (2)
NL Industries, Inc......................................................            4.227  (2)            4.800  (2)
CompX International Inc.................................................            2.625  (3)            2.733  (3)
Titanium Metals Corporation.............................................            1.408  (1)(2)         3.169  (1)(2)
                                                                                ---------             ---------
         Total..........................................................        $  19.956             $  23.696
                                                                                =========             =========

--------------------

(1)  Represents a net amount based on ISAs among Contran, Tremont, TIMET and NL.
     The amount  reported for 2005  represents the net cost of Contran  services
     provided to TIMET of  approximately  $1.5 million less  approximately  $0.1
     million for TIMET  services  provided to Tremont and NL, and Tremont and NL
     paid Contran fees of  approximately  $0.1  million for such  services.  The
     expected  amount  reported  for 2006  represents  the net  cost of  Contran
     services  to be  provided  to  TIMET of  approximately  $3.3  million  less
     approximately $0.1 million for TIMET services to be provided to Tremont and
     NL,  for  which  Tremont  and  NL  are  expected  to pay  Contran  fees  of
     approximately $0.1 million for such services.

(2)  In addition to the  reported ISA charges,  Kronos  Worldwide,  NL and TIMET
     also pay Messrs.  Glenn and Harold Simmons and Watson for their services as
     directors.

(3)  In addition to the  reported ISA  charges,  CompX also pays  Messrs.  Glenn
     Simmons and Watson for their services as directors of CompX.

     Loans between  Related  Parties.  In 2001, a wholly owned  subsidiary of NL
Environmental Management Services, Inc., a wholly owned subsidiary of NL, loaned
$20 million to the Harold C. Simmons Family Trust No. 2, a trust established for
the benefit of certain children and  grandchildren of Harold C. Simmons of which
Mr. Simmons is the sole trustee, under a $25 million revolving credit agreement.
Special independent committees of NL's and NL Environmental Management Services,
Inc.'s  boards of  directors  approved the loan.  The loan bore  interest at the
prime rate, was due on demand with sixty days notice and was  collateralized  by
13,749 shares,  or approximately  35%, of Contran's  outstanding  class A voting
common  stock  and 5,000  shares,  or 100%,  of  Contran's  series E  cumulative
preferred  stock,  both of which are owned by the Harold C. Simmons Family Trust
No.  2. The  value of this  collateral  was  dependent  in part on our  value as
Contran's  interest in us is one of Contran's more substantial  assets. In 2005,
the trust fully repaid the loan with payments of approximately  $10.5 million of
principal and interest and the  revolving  credit  agreement  was  terminated in
October 2005.

     From time to time, other loans and advances are made between us and various
related parties pursuant to term and demand notes.  These loans and advances are
entered into  principally  for cash management  purposes.  When we loan funds to
related parties, the lender is generally able to earn a higher rate of return on
the loan  than  the  lender  would  earn if the  funds  were  invested  in other
instruments.  While certain of such loans may be of a lesser credit quality than
cash equivalent  instruments  otherwise available to us, we believe that we have
evaluated the credit risks  involved,  and that those risks are  reasonable  and
reflected  in the terms of the  applicable  loans.  When we borrow from  related
parties, we are generally able to pay a lower rate of interest than we would pay
if we borrowed from unrelated parties.

     Interest  income on all loans to  unconsolidated  related  parties was $0.6
million  in  2005,   which  includes   interest  earned  on  the  loan  from  NL
Environmental  Management  Services,  Inc. to the Harold C. Simmons Family Trust
No.  2. We did not incur  any  interest  expense  on loans  from  unconsolidated
related parties in 2005.

     Insurance Matters. We and Contran participate in a combined risk management
program.  Pursuant to the program,  Contran and certain of its  subsidiaries and
related  entities,  including  us and  certain of our  subsidiaries  and related
entities,  purchase  certain of their  insurance  policies as a group,  with the
costs of the jointly owned policies being  apportioned  among the  participating
companies.  Tall Pines and EWI RE, Inc.  provide for or broker  these  insurance
policies.  Tall Pines is a captive insurance company wholly owned by us, and EWI
RE, Inc. is a reinsurance brokerage and risk management firm wholly owned by NL.
Consistent  with  insurance  industry  practices,  Tall  Pines and EWI RE,  Inc.
receive commissions from insurance and reinsurance underwriters for the policies
that they provide or broker.

     With respect to certain of such jointly  owned  insurance  policies,  it is
possible that unusually  large losses  incurred by one or more insureds during a
given  policy  period  could  leave the other  participating  companies  without
adequate  coverage under that policy for the balance of the policy period.  As a
result, Contran and certain of its subsidiaries or related companies,  including
us, have entered into a loss sharing agreement under which any uninsured loss is
shared by those companies who have submitted  claims under the relevant  policy.
We believe the  benefits in the form of reduced  premiums  and broader  coverage
associated  with  the  group  coverage  for  such  policies  justify  the  risks
associated with the potential for any uninsured loss.

     During  2005,  Contran and Keystone  paid  premiums of  approximately  $3.7
million for  insurance  policies Tall Pines  provided or EWI RE, Inc.  brokered.
These  amounts  principally  included  payments for  reinsurance  and  insurance
premiums paid to unrelated third parties,  but also included commissions paid to
Tall Pines and EWI RE, Inc. Tall Pines purchases  reinsurance for  substantially
all of the risks it  underwrites.  In our opinion,  the amounts that Contran and
Keystone paid for these insurance  policies and the allocation  among us and our
related  entities of these  insurance  premiums are  reasonable.  We expect that
these relationships with Contran and Keystone will continue in 2006.

     Tax  Matters.  We  and  our  qualifying  subsidiaries  are  members  of the
consolidated  U.S.  federal tax return of which  Contran is the parent  company,
which we refer to as the  "Contran  Tax  Group." As a member of the  Contran Tax
Group and pursuant to certain tax sharing  agreements  or policies,  each of the
members and its qualifying subsidiaries compute provisions for U.S. income taxes
on a separate company basis using tax elections made by Contran. Pursuant to the
tax sharing agreements or policies and using tax elections made by Contran, each
of the parties makes payments or receives payments in amounts it would have paid
to or received from the U.S.  Internal  Revenue Service had it not been a member
of the Contran Tax Group but instead had been a separate  taxpayer.  Refunds are
generally  limited to amounts  previously  paid under the respective tax sharing
agreement  or  policy.  We and our  qualifying  subsidiaries  are also a part of
consolidated  tax returns filed by Contran in certain U.S. state  jurisdictions.
The terms of the  applicable  tax sharing  agreements  or policies also apply to
state payments to these jurisdictions.

     Under  applicable law, we, as well as every other member of the Contran Tax
Group,  are each jointly and severally  liable for the aggregate  federal income
tax liability of Contran and the other  companies  included in the group for all
periods in which we are included in the group. Contran's policy,  however, is to
indemnify  us for any  liability  for income  taxes of the  Contran Tax Group in
excess of our tax  liability  previously  computed and paid by us in  accordance
with the tax allocation policy.

     Under certain circumstances, tax regulations could require Contran to treat
items  differently  than we would have treated  them on a stand alone basis.  In
such instances, accounting principles generally accepted in the United States of
America require us to conform to Contran's tax elections.  In 2005,  pursuant to
our tax sharing policy with Contran, we paid Contran  approximately $0.5 million
in cash.

     Purchases  of our Common Stock from Related  Parties.  Effective  March 31,
2005,  our board of directors  authorized  the  repurchase  of up to 5.0 million
shares  of our  common  stock  in  open  market  transactions,  including  block
purchases,  or  in  privately  negotiated  transactions,   which  might  include
transactions  with our  affiliates.  On April 1, 2005,  we purchased 2.0 million
shares of our common stock at a discount to the  then-current  market price from
Contran for $17.50 per share,  or an aggregate  purchase price of $35.0 million.
Our  independent  directors  approved  such  purchase.  On September 7, 2005, we
purchased  175,000  shares of our  common  stock for  $17.50  per  share,  or an
aggregate purchase price of $3.1 million, from The Simmons Family Foundation,  a
charitable  organization  that  operates  exclusively  for the benefit of public
charities and of which Mr. Simmons and two of his daughters are trustees,  based
on the market price of Valhi common stock on the date of purchase.

     Simmons  Family  Matters.  Certain  family  members of our  chairman of the
board,  Harold  C.  Simmons,  provide  services  to  us  and  our  subsidiaries,
including,  CompX, Kronos Worldwide,  NL and TIMET, pursuant to certain ISAs. In
2005,  Glenn R. Simmons,  our  chairman's  brother,  and James C.  Epstein,  our
chairman's son-in-law,  provided certain executive and risk management services,
respectively,  to us and our  subsidiaries  pursuant to ISAs. The portion of the
fees we and our subsidiaries  paid to Contran in 2005 pursuant to these ISAs for
the  services of each of Messrs.  Glenn  Simmons and  Epstein was  $361,800  and
$210,200,  respectively.  We and our subsidiaries  expect to pay Contran similar
amounts for these services in 2006.  Mr. Glenn Simmons also received  additional
aggregate  compensation of approximately  $160,500 in cash and stock from CompX,
Kronos  Worldwide,  NL and TIMET for his  services as a director for 2005 and is
expected to continue to receive similar  compensation for 2006. In 2005, he also
realized an  aggregate  of  approximately  $287,300  from the  exercise of stock
options that CompX, NL and TIMET had granted him.






                                PERFORMANCE GRAPH

     Set  forth  below  is a line  graph  comparing  the  yearly  change  in the
cumulative total  stockholder  return on our common stock against the cumulative
total  return  of the  S&P  500  Composite  Stock  Price  Index  and the S&P 500
Industrial  Conglomerates  Index for the period of five fiscal years  commencing
December 31, 2000 and ending  December  31,  2005.  The graph shows the value at
December  31 of each  year  assuming  an  original  investment  of $100  and the
reinvestment of dividends.

        Comparison of Cumulative Return among Valhi, Inc. Common Stock,
                  the S&P 500 Composite Stock Price Index and
                   the S&P 500 Industrial Conglomerates Index

[PERFORMANCE GRAPH OMITTED]


                                                                              December 31,
                                                     -------------------------------------------------------------
                                                     2000        2001       2002       2003        2004       2005
                                                     ----        ----       ----       ----        ----       ----

                                                                                             
Valhi, Inc....................................        $100       $113       $  75       $138       $152        $178

S&P 500 Composite Stock Price Index...........         100         88          69         88         98         103

S&P 500 Industrial Conglomerates Index........         100         90          53         72         86          83






                             AUDIT COMMITTEE REPORT

     Our  audit  committee  of the  board of  directors  is  comprised  of three
directors and operates under a written  amended and restated  charter adopted by
the board of directors. All members of our audit committee meet the independence
standards  established by the board of directors and the NYSE and promulgated by
the SEC under the  Sarbanes-Oxley  Act of 2002.  The amended and restated  audit
committee  charter  is  attached  as  Exhibit  A to this  statement  and is also
available  on our  website  at  www.valhi.net  under  the  corporate  governance
section.

     Our  management  is  responsible  for,  among other  things,  preparing its
consolidated  financial  statements in  accordance  with  accounting  principles
generally accepted in the United States of America, or "GAAP,"  establishing and
maintaining  internal control over financial reporting (as defined in Securities
Exchange Act Rule 13a-15(f)) and evaluating the  effectiveness  of such internal
control over financial reporting.  Our independent  registered public accounting
firm is  responsible  for  auditing our  consolidated  financial  statements  in
accordance with the standards of the Public Company  Accounting  Oversight Board
(United States) and for expressing an opinion on the conformity of the financial
statements with GAAP. Our independent  registered public accounting firm is also
responsible  for  auditing  our internal  control  over  financial  reporting in
accordance with such standards and for expressing an opinion on (i) management's
assessment of the effectiveness of its internal control over financial reporting
and (ii) the effectiveness of its internal control over financial reporting. Our
audit committee assists the board of directors in fulfilling its  responsibility
to oversee  management's  implementation of our financial  reporting process. In
its  oversight  role,  our audit  committee  reviewed and  discussed the audited
financial  statements with  management and with PwC, our independent  registered
public accounting firm for 2005. Our audit committee also reviewed and discussed
internal control over financial reporting with management and with PwC.

     Our  audit   committee  met  with  PwC  and  discussed  any  issues  deemed
significant by our independent  registered public accounting firm, including the
required  matters to be discussed by  Statement  of Auditing  Standards  No. 61,
Communication  with Audit Committee,  as amended.  PwC has provided to our audit
committee written disclosures and the letter required by Independence  Standards
Board No. 1,  Independence  Discussions  with  Audit  Committees,  and our audit
committee discussed with PwC that firm's independence.  Our audit committee also
concluded  that PwC's  provision  of  non-audit  services  to us and our related
entities is compatible with PwC's independence.

     Based upon the foregoing considerations, our audit committee recommended to
the board of directors that our audited financial  statements be included in our
2005 Annual Report on Form 10-K for filing with the SEC.

     Members  of our  audit  committee  of the board of  directors  respectfully
submit the foregoing report.



                                                                              
Norman S. Edelcup                           Thomas E. Barry                         W. Hayden McIlroy
Chairman of our Audit Committee             Member of our Audit Committee           Member of our Audit Committee






              INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MATTERS

     Independent   Registered   Public   Accounting  Firm.  PwC  served  as  our
independent  registered  public  accounting firm for the year ended December 31,
2005.  Our audit  committee has appointed PwC to review our quarterly  unaudited
consolidated  financial  statements to be included in our  Quarterly  Reports on
Form 10-Q for the first three quarters of 2006. We expect PwC will be considered
for  appointment  to audit our  annual  consolidated  financial  statements  and
internal control over financial reporting for the year ending December 31, 2006.
Representatives of PwC are not expected to attend the annual meeting.

     Fees Paid to  PricewaterhouseCoopers  LLP.  The  following  table shows the
aggregate  fees that PwC has billed or is  expected  to bill to us,  NL,  Kronos
Worldwide, CompX or TIMET for services rendered for 2004 and 2005 that our audit
committee  authorized  for us and our privately  held  subsidiaries  and the NL,
Kronos Worldwide, CompX or TIMET audit committees each separately authorized for
its corporation and such corporation's  privately held subsidiaries.  Additional
audit fees for 2005 may  subsequently  be  authorized  and paid to PwC, in which
case the amounts disclosed below for fees paid to PwC for 2005 would be adjusted
to reflect  such  additional  payments in our proxy  statement  relating to next
year's annual  stockholder  meeting.  In this regard, the audit fees shown below
for 2004 have been  adjusted from amounts  disclosed in our proxy  statement for
last year's annual stockholder meeting.



                                                              Audit
                                               Audit         Related           Tax         All Other
               Entity (1)                    Fees (2)        Fees (3)       Fees (4)       Fees (5)         Total
--------------------------------------     -------------  ------------    -----------   --------------- ------------

Valhi and Subsidiaries
                                                                                         
    2004...............................    $     490,810  $    9,500      $      -0-     $      -0-     $   500,310
    2005...............................    $     435,000  $   22,500      $      -0-     $      -0-     $   457,500

NL and Subsidiaries
    2004...............................          446,335       40,050            -0-            -0-         486,385
    2005...............................          320,000       49,200            -0-            -0-         369,200

Kronos Worldwide and Subsidiaries
    2004...............................        2,241,259       20,236         51,735            -0-       2,313,230
    2005...............................        1,960,000       19,000         24,100            -0-       2,003,100

CompX and Subsidiaries
    2004...............................          896,337       71,961         13,322         10,577         992,197
    2005...............................          717,089        6,050         23,952            -0-         747,091

TIMET and Subsidiaries (6)
    2004...............................        2,169,700       35,300         47,900            -0-       2,252,900
    2005...............................        2,091,900       32,600          7,900            -0-       2,132,400

Total
    2004...............................    $   6,244,441  $   177,047     $  112,957     $   10,577     $ 6,545,022
    2005...............................    $   5,523,989  $   129,350     $   55,952     $      -0-     $ 5,709,291
--------------------


(1)  Fees are reported without duplication.
(2)  Fees for the following services:
     (a)  audits of consolidated year-end financial statements for each year and
          audit of internal control over financial reporting;
     (b)  reviews of the unaudited quarterly financial  statements  appearing in
          Forms 10-Q for each of the first three quarters of each year;
     (c)  consents and assistance with  registration  statements  filed with the
          SEC;
     (d)  normally provided  statutory or regulatory  filings or engagements for
          each year; and
     (e)  the  estimated  out-of-pocket  costs PwC incurred in providing  all of
          such services for which PwC is reimbursed.

(3)  Fees for assurance and related services  reasonably related to the audit or
     review of  financial  statements  for each year.  These  services  included
     employee benefit plan audits,  accounting consultations and attest services
     concerning   financial   accounting  and  reporting  standards  and  advice
     concerning internal controls.

(4)  Permitted fees for tax compliance, tax advice and tax planning services.

(5)  Fees for all services not described in the other categories.  For 2004, the
     disclosed fees include fees for  consultations  relative to the disposition
     of CompX's Thomas Regout  operations in Europe and research and development
     claims.

(6)  We account for our interest in TIMET by the equity method.

     Preapproval  Policies and  Procedures.  For the purpose of maintaining  the
independence of our independent  registered  public  accounting  firm, our audit
committee has adopted  policies and procedures for the  preapproval of audit and
permitted  non-audit services the firm provides to us or any of our subsidiaries
other than our publicly held subsidiaries and their respective subsidiaries.  We
may not  engage  the firm to render  any audit or  permitted  non-audit  service
unless the service is approved in advance by our audit committee pursuant to the
committee's  amended and restated  preapproval  policies and procedures that the
committee approved on February 24, 2005. Pursuant to the policy:

     o    the committee must specifically  preapprove,  among other things,  the
          engagement of our independent  registered  public  accounting firm for
          audits and  quarterly  reviews of our financial  statements,  services
          associated with certain  regulatory  filings,  including the filing of
          registration  statements  with the SEC, and services  associated  with
          potential business acquisitions and dispositions involving us; and

     o    for  certain  categories  of  permitted   non-audit  services  of  our
          independent  registered  public  accounting  firm,  the  committee may
          preapprove  limits on the aggregate  fees in any calendar year without
          specific approval of the service.

These permitted non-audit services include:

     o    audit services,  such as certain  consultations  regarding  accounting
          treatments or interpretations  and assistance in responding to certain
          SEC comment letters;

     o    audit-related  services, such as certain other consultations regarding
          accounting  treatments  or  interpretations,   employee  benefit  plan
          audits, due diligence and control reviews;

     o    tax services, such as tax compliance and consulting, transfer pricing,
          customs and duties and expatriate tax services; and

     o    other permitted non-audit services,  such as assistance with corporate
          governance  matters and filing documents in foreign  jurisdictions not
          involving the practice of law.

     Pursuant to the  policy,  our audit  committee  has  delegated  preapproval
authority to the  chairman of the  committee or his designee to approve any fees
in excess of the annual  preapproved  limits for these  categories  of permitted
non-audit  services  provided by our independent  registered  public  accounting
firm.  The  chairman  must report any action  taken  pursuant to this  delegated
authority at the next meeting of the committee.

     For 2005, our audit committee preapproved all PwC's services provided to us
or any of our subsidiaries,  other than our publicly held subsidiaries and their
subsidiaries,  in compliance with the amended and restated  preapproval policies
and  procedures  without  the use of the  SEC's  de  minimis  exception  to such
preapproval requirement.

                                  OTHER MATTERS

     The board of directors  knows of no other  business  that will be presented
for consideration at the meeting.  If any other matters properly come before the
meeting,  the persons  designated as agents in the enclosed proxy card or voting
instruction  form will vote on such matters in accordance with their  reasonable
judgment.

   STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2007 ANNUAL MEETING

     Stockholders  may submit  proposals on matters  appropriate for stockholder
action at our annual stockholder meetings,  consistent with rules adopted by the
SEC. We must  receive  such  proposals  not later than  December  20, 2006 to be
considered for inclusion in the proxy  statement and form of proxy card relating
to the annual  meeting of  stockholders  in 2007.  Our bylaws  require  that the
proposal  must  set  forth a brief  description  of the  proposal,  the name and
address of the proposing  stockholder as they appear on our books, the number of
shares of our common stock the stockholder  holds and any material  interest the
stockholder has in the proposal.

     The board of directors will consider the director  nominee  recommendations
of our stockholders. Our bylaws require that a nomination set forth the name and
address of the nominating  stockholder,  a  representation  that the stockholder
will be a  stockholder  of record  entitled  to vote at the  annual  stockholder
meeting  and  intends to appear in person or by proxy at the meeting to nominate
the nominee,  a description of all  arrangements or  understandings  between the
stockholder  and the nominee (or other persons  pursuant to which the nomination
is to be  made),  such  other  information  regarding  the  nominee  as would be
required to be included in a proxy  statement  filed pursuant to the proxy rules
of the SEC and the consent of the nominee to serve as a director if elected.

     The board of directors has no specific minimum  qualifications for director
candidates.  The board of directors will consider a potential director nominee's
ability to satisfy the need, if any, for any required  expertise on the board of
directors or one of its committees. Historically, our management has recommended
director  nominees to the board of  directors.  Because  under the NYSE  listing
standards  we may be deemed to be a controlled  company,  the board of directors
believes that additional policies or procedures with regard to the consideration
of director candidates recommended by its stockholders are not appropriate.

     For  proposals  or  director  nominations  to be brought at the 2007 annual
meeting  of  stockholders  but not  included  in the  proxy  statement  for such
meeting, our bylaws require that the proposal or nomination must be delivered or
mailed to our principal  executive  offices in most cases no later than March 5,
2007.  Proposals and nominations  should be addressed to:  Corporate  Secretary,
Valhi, Inc., Three Lincoln Centre, 5430 LBJ Freeway,  Suite 1700, Dallas,  Texas
75240-2697.

                   COMMUNICATIONS WITH THE BOARD OF DIRECTORS

     Stockholders and other interested  parties who wish to communicate with the
board  of  directors  or its  non-management  directors  may do so  through  the
following  procedures.  Such communications not involving complaints or concerns
regarding accounting,  internal accounting controls and auditing matters related
to us may be sent to the  attention of our corporate  secretary at Valhi,  Inc.,
Three Lincoln Centre,  5430 LBJ Freeway,  Suite 1700, Dallas,  Texas 75240-2697.
Provided that any such  communication  relates to our business or affairs and is
within the function of our board of directors  or its  committees,  and does not
relate to  insignificant  or  inappropriate  matters,  such  communications,  or
summaries of such communications, will be forwarded to the chairman of our audit
committee,  who also serves as the presiding  director of our non-management and
independent director meetings.

     Complaints or concerns regarding  accounting,  internal accounting controls
and  auditing  matters,  which  may be made  anonymously,  should be sent to the
attention of our general counsel with a copy to our chief  financial  officer at
the same address as our corporate  secretary.  These complaints or concerns will
be  forwarded  to the  chairman  of our  audit  committee.  We will  keep  these
complaints  or concerns  confidential  and  anonymous,  to the extent  feasible,
subject to applicable law. Information  contained in such a complaint or concern
may be  summarized,  abstracted  and  aggregated  for  purposes of analysis  and
investigation.

                         2005 ANNUAL REPORT ON FORM 10-K

     A copy of our Annual Report on Form 10-K for the fiscal year ended December
31,  2005 is included as part of the annual  report  mailed to our  stockholders
with  this  proxy  statement  and  may  also  be  accessed  on  our  website  at
www.valhi.net.

                                ADDITIONAL COPIES

     Pursuant to an SEC rule concerning the delivery of annual reports and proxy
statements,  a single set of these  documents  may be sent to any  household  at
which two or more  stockholders  reside if they appear to be members of the same
family.  Each  stockholder  continues  to receive a separate  proxy  card.  This
procedure,  referred  to  as  householding,  reduces  the  volume  of  duplicate
information  stockholders  receive and reduces mailing and printing expenses.  A
number of  brokerage  firms have  instituted  householding.  Certain  beneficial
stockholders who share a single address may have received a notice that only one
annual  report  and  proxy  statement  would  be sent to that  address  unless a
stockholder  at that  address  gave  contrary  instructions.  If, at any time, a
stockholder who holds shares through a broker no longer wishes to participate in
householding  and would prefer to receive a separate proxy statement and related
materials,  or if such  stockholder  currently  receives  multiple copies of the
proxy  statement  and related  materials at his or her address and would like to
request householding of our communications, the stockholder should notify his or
her broker.  Additionally,  we will promptly deliver a separate copy of our 2005
annual report or this proxy  statement to any stockholder at a shared address to
which a single copy of such  documents was  delivered,  upon the written or oral
request of the stockholder.

     To obtain copies of our 2005 annual report or this proxy statement  without
charge,  please  mail your  request  to the  attention  of A.  Andrew R.  Louis,
corporate  secretary,  at Valhi,  Inc., Three Lincoln Centre,  5430 LBJ Freeway,
Suite 1700, Dallas, Texas 75240-2697, or call him at 972.233.1700.

                                   VALHI, INC.




                                  Dallas, Texas
                                 April 19, 2006






                                   Appendix A

                                   VALHI, INC.

                             AUDIT COMMITTEE CHARTER

                      AMENDED AND RESTATED AUGUST 10, 2005

                                ----------------

                                   ARTICLE I.
                                     PURPOSE

     The   audit   committee   assists   the  board  of   directors'   oversight
responsibilities  relating to the financial  accounting and reporting  processes
and auditing  processes of the corporation.  The audit committee shall assist in
the oversight of:

     o    the integrity of the corporation's  financial  statements and internal
          control over financial reporting;

     o    the corporation's compliance with legal and regulatory requirements;

     o    the independent auditor's qualifications and independence; and

     o    the  performance  of the  corporation's  internal  audit  function and
          independent auditor.

                                   ARTICLE II.
    RELATIONSHIP WITH THE CORPORATION, MANAGEMENT AND THE INDEPENDENT AUDITOR

     Management  is  responsible  for  preparing  the  corporation's   financial
statements  and  maintaining  internal  control over  financial  reporting.  The
corporation's  independent auditor is responsible for auditing the corporation's
financial  statements  and  internal  control  over  financial  reporting.   The
activities  of the audit  committee are in no way designed to supersede or alter
these traditional  responsibilities.  The corporation's  independent auditor and
management  have  more  time,  knowledge  and  detailed  information  about  the
corporation  than  do  the  audit  committee  members.  Accordingly,  the  audit
committee's  role does not  provide any  special  assurances  with regard to the
corporation's financial statements or internal control over financial reporting.
Each member of the audit committee,  in the performance of such member's duties,
will be entitled to rely in good faith upon the information,  opinions,  reports
or  statements  presented  to the audit  committee  by any of the  corporation's
officers,  employees,  agents, counsel, experts, auditors or any other person as
to matters  such  member  reasonably  believes  are within  such other  person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the corporation, and nothing in this charter will, or will be
deemed to,  decrease or modify in any manner  adverse to any member of the audit
committee such member's right to rely on such information,  opinions, reports or
statements.

     Nothing in this charter will, or will be deemed to, adversely affect in any
manner the rights of members of the committee to indemnification and advancement
of expenses under the  corporation's  certificate of incorporation or bylaws, or
under any contract,  agreement,  arrangement or  understanding  that may benefit
such member. In addition,  notwithstanding  any other provision of this charter,
no provision of this charter will,  except to the extent  required by applicable
law,  rule or  regulation,  be  construed  to  create  any  duty,  liability  or
obligation on the part of the committee or any of its members.

                                  ARTICLE III.
                             AUTHORITY AND RESOURCES

     The audit  committee  shall have the authority  and resources  necessary or
appropriate  to discharge its  responsibilities.  The audit  committee  shall be
provided with full access to all books, records, facilities and personnel of the
corporation in carrying out its duties.  The audit committee shall have the sole
authority with regard to the independent  auditor as set forth in Article V, and
the authority to engage independent counsel and other advisors, as it determines
is necessary to carry out its duties. The corporation shall provide  appropriate
funding,  as the audit  committee  determines  is  necessary or  appropriate  in
carrying  out its  duties,  for the  committee  to  engage  and  compensate  the
independent auditor or legal counsel or other advisors to the committee,  and to
pay the committee's ordinary administrative expenses.

                                   ARTICLE IV.
                            COMPOSITION AND MEETINGS

     The board of  directors  shall set the number of directors  comprising  the
audit  committee  from time to time,  which number shall not be less than three.
The board of directors shall designate a chairperson of the audit committee. The
number of directors comprising the audit committee and the qualifications, which
members  will  all be  financially  literate  with at least  one  being an audit
committee  financial  expert,  and  independence  of each  member  of the  audit
committee shall at all times satisfy all applicable requirements, regulations or
laws,  including,  without  limitation,  the rules of any  exchange  or national
securities association on which the corporation's securities trade. Simultaneous
service  on more than  three  non-affiliated  public  company  audit  committees
requires a special  determination  by the board of  directors  and, if required,
disclosure  in  the  annual  proxy  statement.  The  board  of  directors  shall
determine, in its business judgment,  whether the members of the audit committee
satisfy all such requirements, regulations or laws.

     The audit  committee  shall meet at least  quarterly  and as  circumstances
dictate.  Regular  meetings of the audit  committee  may be held with or without
prior  notice  at such  time and at such  place as  shall  from  time to time be
determined by the chairperson of the audit committee,  any of the  corporation's
executive officers or the secretary of the corporation.  Special meetings of the
audit  committee  may be called by or at the  request of any member of the audit
committee,  any of the corporation's  executive  officers,  the secretary of the
corporation or the  independent  auditor,  in each case on at least  twenty-four
hours notice to each member.

     A majority of the audit committee members shall constitute a quorum for the
transaction of the audit  committee's  business.  The audit  committee shall act
upon the vote of a majority of its  members at a duly called  meeting at which a
quorum is present.  Any action of the audit  committee may be taken by a written
instrument signed by all of the members of the audit committee.  Meetings of the
audit committee may be held at such place or places as the audit committee shall
determine or as may be specified or fixed in the respective  notice or waiver of
notice for a meeting.  Members of the audit  committee may  participate in audit
committee proceedings by means of conference telephone or similar communications
equipment by means of which all persons  participating  in the  proceedings  can
hear each other, and such participation  shall constitute  presence in person at
such proceedings.

     The audit committee may invite to its meetings any director,  any member of
management  of the  corporation  and any other persons it deems  appropriate  in
order to carry out its  responsibilities.  The audit  committee may also exclude
from its  meetings  any persons it deems  appropriate  in order to carry out its
responsibilities.

                                   ARTICLE V.
                                RESPONSIBILITIES

     To fulfill its  responsibilities,  the audit  committee  shall  perform the
following activities.

Financial Statements and Disclosures

     o    Review  and  discuss  the   corporation's   annual  audited  financial
          statements  and  quarterly   unaudited   financial   statements   with
          management and the independent auditor, and the corporation's  related
          disclosure  under  "Management's  Discussion and Analysis of Financial
          Condition and Results of Operations" prior to the annual and quarterly
          financial  statements being filed in the corporation's  Forms 10-K and
          Forms 10-Q, as applicable.

     o    Review and discuss the  corporation's  internal control over financial
          reporting with management and the independent  auditor,  including the
          corporation's  annual audited  management  report on internal  control
          over financial  reporting,  and the corporation's  related  disclosure
          under "Disclosure Controls and Procedures."

     o    Ascertain from officers signing  certifications  whether there existed
          any fraud or any significant  deficiencies  or material  weaknesses in
          the corporation's internal control over financial reporting.

     o    Recommend to the board of directors, if appropriate,  that the audited
          financial statements be included in the corporation's Annual Report on
          Form  10-K  to  be  filed  with  the  U.S.   Securities  and  Exchange
          Commission.

     o    Generally  discuss  (i.e., a discussion of the types of information to
          be disclosed and the type of  presentation to be made) with management
          and the independent  auditor, as appropriate,  earnings press releases
          and financial  information and earnings  guidance provided to analysts
          and rating  agencies.  The audit committee need not discuss in advance
          each earnings  release or each instance in which the  corporation  may
          provide earnings guidance.

     o    Prepare  such  reports of the audit  committee  for the  corporation's
          public disclosure documents as applicable requirements, regulations or
          laws may require from time to time, which includes the audit committee
          report as required by the U.S.  Securities and Exchange  Commission to
          be included in the corporation's annual proxy statement.

     o    Review significant accounting, reporting or auditing issues, including
          recent   professional  and  regulatory   pronouncements   or  proposed
          pronouncements,  and  understand  their  impact  on the  corporation's
          financial statements and internal control over financial reporting.

Independent Auditor

     o    Appoint,  compensate,  retain and oversee (including the resolution of
          disagreements between management and the independent auditor regarding
          financial reporting or internal control over financial  reporting) the
          work of any  independent  auditor engaged for the purpose of preparing
          or issuing an audit report or performing other audit, review or attest
          services for the corporation.

     o    Provide  that the  independent  auditor  report  directly to the audit
          committee.

     o    Annually review the  qualifications,  independence  and performance of
          the independent auditor, including an evaluation of the lead partner

     o    Receive such reports and communications  from the independent  auditor
          and take such actions as are required by auditing standards  generally
          accepted in the United States of America or  applicable  requirements,
          regulations  or  laws,  including,  to the  extent  so  required,  the
          following:

          o    prior  to the  annual  audit,  review  with  management  and  the
               independent  auditor the scope and approach of the annual  audits
               of the  corporation's  financial  statements and internal control
               over financial reporting;

          o    review any changes in the independent  auditor's scope during the
               audit, and after the annual audit, review with management and the
               independent  auditor  the  independent  auditor's  reports on the
               results of the annual audit;

          o    review  with  the  independent  auditor  any  audit  problems  or
               difficulties and management's response;

          o    review  with the  independent  auditor  prior to filing the audit
               report  with the U.S.  Securities  and  Exchange  Commission  the
               matters  required to be discussed by the  Statement on Accounting
               Standards 61, as amended, supplemented or superseded; and

          o    at least annually,  obtain and review a report by the independent
               auditor describing:

               o    the   independent   auditor's   internal   quality   control
                    procedures;

               o    any  material  issues  raised  by the most  recent  internal
                    quality control review,  or peer review,  of the independent
                    auditor or by any inquiry or  investigation  by governmental
                    or  professional  authorities,  within  the  preceding  five
                    years,  with  respect  to one  or  more  independent  audits
                    carried out by the independent  auditor, and any steps taken
                    to deal with any such issues; and

               o    all  relationships  between the independent  auditor and the
                    corporation  in order to assess the auditor's  independence,
                    including the written  disclosures  required by Independence
                    Standards  Board  Standard No. 1,  Independence  Discussions
                    with  Audit   Committees,   as  amended,   supplemented   or
                    superseded.

     o    Establish   preapproval   policies  and   procedures   for  audit  and
          permissible  non-audit  services provided by the independent  auditor.
          The audit committee shall be responsible for the preapproval of all of
          the  independent  auditor's  engagement fees and terms, as well as all
          permissible  non-audit  engagements  of the  independent  auditor,  as
          required by applicable  requirements,  regulations  or laws. The audit
          committee  may  delegate  to  one  or  more  of its  members  who  are
          independent  directors  the  authority  to  grant  such  preapprovals,
          provided  the  decisions  of any  such  member  to whom  authority  is
          delegated  shall be presented to the full audit  committee at its next
          scheduled meeting.

     o    Set clear  hiring  policies for  employees or former  employees of the
          independent auditor.

     o    Ensure  that  significant  findings  and  recommendations  made by the
          independent  auditor are received and discussed on a timely basis with
          the audit committee and management.

Other Responsibilities

     o    Discuss  periodically  with  management  the  corporation's   policies
          regarding risk assessment and risk management.

     o    Meet separately,  periodically, with management, the internal auditors
          (or other  personnel  responsible for the internal audit function) and
          the independent auditor.

     o    Establish  procedures  for the  receipt,  retention  and  treatment of
          complaints received by the corporation regarding accounting,  internal
          accounting controls or auditing matters,  including procedures for the
          confidential,  anonymous submission by employees of concerns regarding
          questionable accounting or auditing matters.

     o    Review  periodically  the reports and activities of the internal audit
          function and the  coordination of the internal audit function with the
          independent auditor.

     o    Conduct an annual evaluation of its own performance.

     o    Report   regularly  to  the  board  of  directors  on  its   oversight
          responsibilities set forth in Article I. The report may be made orally
          by the audit  committee  chairman or any other member of the committee
          designated by the committee chairman.

     o    Maintain  minutes or other  records of meetings and  activities of the
          audit committee.

     o    Review and reassess this charter periodically.  Report to the board of
          directors any suggested changes to this charter.

     o    Meet  periodically  with officers of the  corporation  responsible for
          legal and  regulatory  compliance by the  corporation.  On at least an
          annual  basis,  review with the  corporation's  tax  director  any tax
          matters  that could  have a  significant  impact on the  corporation's
          financial statements.

                                   ARTICLE VI.
                                  MISCELLANEOUS

     The audit  committee  may from time to time  perform  any other  activities
consistent  with  this  charter,  the  corporation's   charter  and  bylaws  and
applicable  requirements,  regulations  or laws,  as the audit  committee or the
board of directors deems necessary or appropriate.


                                           ADOPTED BY THE BOARD OF DIRECTORS OF
                                           VALHI, INC. AS OF AUGUST 10, 2005.




                                           /s/ A. Andrew R. Louis
                                           -----------------------------------
                                           A. Andrew R. Louis, Secretary


























































                                   VALHI, INC.
                              Three Lincoln Centre
                          5430 LBJ Freeway, Suite 1700
                            Dallas, Texas 75240-2697





-----------------------------------------------------------------------------
Proxy - Valhi, Inc.
-----------------------------------------------------------------------------

       PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VALHI, INC.
         FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 25, 2006

The undersigned hereby appoints Steven L. Watson, Robert D. Graham and A. Andrew
R. Louis, and each of them, proxy and attorney-in-fact for the undersigned, with
full power of  substitution,  to vote on behalf of the  undersigned  at the 2006
Annual  Meeting of  Stockholders  (the  "Meeting")  of Valhi,  Inc.,  a Delaware
corporation ("Valhi"),  to be held at Valhi's corporate offices at Three Lincoln
Centre, 5430 LBJ Freeway,  Suite 1700, Dallas, Texas on Thursday,  May 25, 2006,
at 10:00 a.m.  (local  time),  and at any  adjournment  or  postponement  of the
Meeting,  all of the shares of common stock, par value $0.01 per share, of Valhi
standing in the name of the  undersigned or that the undersigned may be entitled
to vote on the proposals set forth,  and in the manner  directed,  on this proxy
card.


               THIS PROXY MAY BE REVOKED AS SET FORTH IN THE PROXY
                  STATEMENT THAT ACCOMPANIED THIS PROXY CARD.

The proxies, if this card is properly executed, will vote in the manner directed
on this card. If no direction is made,  the proxies will vote "FOR" all nominees
named on the reverse  side of this card for  election as  directors  and, to the
extent  allowed by  applicable  law, in the  discretion of the proxies as to all
other matters that may properly come before the Meeting and any  adjournment  or
postponement thereof.

  PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
                                SEE REVERSE SIDE.





Valhi, Inc.


[Name]
[Address]


[ ]  Mark this box with an X if you have made  changes  to your name or  address
     details above.

-----------------------------------------------------------------------------
Annual Meeting Proxy Card
-----------------------------------------------------------------------------

A.   Election of Directors

1.   The board of directors recommends a vote FOR the listed nominees.

                                                 For               Withhold
01-Thomas E. Barry                              [  ]                 [  ]
02-Norman S. Edelcup                            [  ]                 [  ]
03-W. Hayden McIlroy                            [  ]                 [  ]
04-Glenn R. Simmons                             [  ]                 [  ]
05-Harold C. Simmons                            [  ]                 [  ]
06-J. Walter Tucker, Jr.                        [  ]                 [  ]
07-Steven L. Watson                             [  ]                 [  ]

B.   Other Matters

2.   In their  discretion,  the proxies are  authorized  to vote upon such other
     business as may  properly  come before the Meeting and any  adjournment  or
     postponement thereof.

C.   Authorized Signatures - Sign Here - This section must be completed for your
     instructions to be executed.

NOTE: Please sign  exactly as the name that  appears on this card.  Joint owners
     should each sign. When signing other than in an individual capacity, please
     fully  describe such capacity.  Each  signatory  hereby revokes all proxies
     heretofore   given  to  vote  at  said  Meeting  and  any   adjournment  or
     postponement thereof.



                                                                       
Signature 1 -                          Signature 2 -                        Date (mm/dd/yyyy)
Please keep signature                  Please keep signature
within box                             within box


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