Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision

of the Code of Ethics.

On March 2, 2023, the registrant's board of directors adopted and approved certain amendments to the registrant's Code of Business Conduct and Ethics, as reflected in an amended and restated version of the code of Business Conduct and Ethics (the "Code").

The Code was revised and updated to add an additional paragraph to the Overview section, to expand the former Sustainability section into an Environmental, Social and Governance (ESG) section, to update the provisions regarding waivers, and to make other various wording changes. The description of the amendments to the Code contained in this report is qualified in its entirety by reference to the full text of the Code filed as Exhibit 14.1 to this Current Report on Form 8-K. The Code is also available on the registrant's website at www.valhi.net under the corporate governance section.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits

        Item No.                               Description

     14.1                 Valhi, Inc. Code of Business Conduct and Ethics,
                        Amended and Restated Effective March 2, 2023

     104                Cover Page Interactive Data File (embedded within the
                        Inline XBRL document)

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