FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Simmons Annette C 2. Issuer Name and Ticker or Trading Symbol VALHI INC /DE/ [VHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5430 LBJ FREEWAY, SUITE 1700 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2014 (Street) DALLAS, TX 75240 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock, par value $0.01 per share 08/29/2014   J(1) 1,097,476 A $ (1) 5,912,992 D (2)   Common Stock, par value $0.01 per share             314,033,148 I By VHC (3) Common Stock, par value $0.01 per share             87,900 I By Grandchildren's Trust (4)

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Simmons Annette C 5430 LBJ FREEWAY, SUITE 1700 DALLAS, TX 75240	Â	  X	Â	Â

Signatures

A. Andrew R. Louis, Attorney-in-fact, for Annette C.Simmons		04/08/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On August 29, 2014, Annette C. Simmons, the independent executor of the estate of Harold C.Simmons and the sole beneficiary of Mr. Simmon's individual retirement account ("IRA") upon his death, transferred the 1,097,476 shares of the issuer's common stock held in his IRA to her IRA.
(2)	Consists of 3,223,598 shares directly held by the Annette C. Simmons Survivior's Trust: 1,915,990 shares directly held by Annette C. Simmons (which includes 1,097,476 shares transferred to her on August 29, 2014); and 773,404 shares directly held by estateof Harold C. Simmons. See Exhibit 99.1 to this statement for a description of the relationships among these entities or persons and additional entities or persons who may be deemed to beneficially own these shares.
(3)	Directly held by Valhi Holding Company. See the Additional Information filed as Exhibit 99.1 to this statement for a description of the relationships of additional persons who may be deemed to beneficially own these shares.
(4)	Directly held by The Annette Simmons Grandchildren's Trust. See the Additional Information filed as Exhibit 99.1 to this statement for a description of the relationships of additional persons who may be deemed to beneficially own these shares.
  Remarks: Exhibit Index

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