Issuer Delisting; Notice of Application of Valhi, Inc. to Withdraw its Common Stock, $.01 par value, from Listing and Registration on the Pacific Exchange, Inc. File No. 1-13905

SECURITIES AND EXCHANGE COMMISSION

Issuer Delisting; Notice of Application of Valhi, Inc. to Withdraw its Common Stock, $.01 par value, from Listing and Registration on the Pacific Exchange, Inc. File No. 1-13905

July 20, 2005

On June 22, 2005, Valhi, Inc., a Delaware corporation, ("Issuer"), filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act")¹ and Rule 12d2-2(d) thereunder,² to withdraw its common stock, $.01 par value ("Security"), from listing and registration on the Pacific Exchange, Inc. ("PCX").

On May 26, 2005, the Board of Directors ("Board") of the Issuer approved certain resolutions to withdraw the Security from listing and registration on PCX. The Board determined that the compliance burdens on the Issuer to maintain the listing of the Security on PCX exceeded the benefits of such listing. The Issuer stated that the Security is currently listed on the New York Stock Exchange, Inc. ("NYSE") and will continue to trade on NYSE after the Security is withdrawn from PCX.

The Issuer stated in its application that it has complied with applicable rules of PCX by providing PCX with the required documents governing the withdrawal of securities from listing and registration on PCX. The Issuer's application relates solely to the withdrawal of the Security from listing on PCX, and shall not affect its continued listing on NYSE or its obligation to be registered under Section 12(b) of the Act.³

Any interested person may, on or before August 12, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of PCX, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic comments:

• Use the Commission's Internet comment form (http://www.sec.gov/rules/delist.shtml); or
   
• Send an e-mail to rule-comments@sec.gov. Please include the File Number 1-13905 or;
   

Paper comments:

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-9303.
   

All submissions should refer to File Number 1-13905. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.⁴

Jonathan G. Katz
Secretary

Endnotes

¹ 15 U.S.C. 78l(d).

² 17 CFR 240.12d2-2(d).

³ 15 U.S.C. 781(b).

⁴ 17 CFR 200.30-3(a)(1).