SC 14D9/A

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                           _________________________

                                SCHEDULE 14D-9

               Solicitation/Recommendation Statement Pursuant to
            Section 14(d)(4) of the Securities Exchange Act of 1934
                               (Amendment No. 3)

                           _________________________


                              VALLEN CORPORATION
                           (Name of Subject Company)

                              VALLEN CORPORATION
                     (Name of Person(s) Filing Statement)


                    Common Stock, par value $.50 per share
                        (Title of Class of Securities)


                                   919260109
                     (CUSIP Number of Class of Securities)

                           _________________________

                               James W. Thompson
                            Chief Executive Officer
                              Vallen Corporation
                            13333 Northwest Freeway
                             Houston, Texas 77040
                                (713) 462-8700

(Name, address and telephone number of person authorized to receive notice and
          communications on behalf of the person(s) filing statement)


                                with copies to:

                              John B. Clutterbuck
                     Mayor, Day, Caldwell & Keeton, L.L.P.
                           700 Louisiana, Suite 1900
                          Houston, Texas 77002-2778
                                (713) 225-7000

EX-99.(A)(12)

                                                                 EXHIBIT (a)(12)

PRESS RELEASE

CONTACT:


HAGEMEYER P.P.S. NORTH AMERICA, INC.:
David G. Gundling
770-541-6151

FOR IMMEDIATE RELEASE

                     HAGEMEYER COMPLETES TENDER OFFER FOR
                         SHARES OF VALLEN CORPORATION

        ATLANTA, GEORGIA: December 20, 1999 -- Hagemeyer P.P.S. North America,
Inc. announced today the successful completion by Shield Acquisition Corp.,
a subsidiary, of its all cash tender offer for all of the outstanding shares of
common stock of Vallen Corporation (NASDAQ: VALN) at $25.00 per share. The
tender offer expired at midnight, New York City time, on Friday, December 17,
1999. Shield has accepted and will pay for, in accordance with the terms of the
offer, all of the approximately 7,121,481 shares validly tendered.

        The shares tendered constitute approximately 99% of Vallen's currently
outstanding common stock. As previously announced, all of Vallen's common shares
not tendered and purchased pursuant to the offer will be acquired in a
subsequent merger transaction at the same $25.00 per share price.

        Hagemeyer P.P.S. North America, Inc. is a subsidiary of Hagemeyer, N.V.,
an international marketing and distribution company with operations in Europe,
North America and the Asia-Pacific region. The Hagemeyer group operates in over
60 countries and has approximately 22,000 employees world wide. Hagemeyer's
shares are listed on the stock exchange in Amsterdam and form part of the AEX
index.

        Vallen Corporation, through its operating subsidiaries, is engaged in
providing integrated safety products and related services as well as other
industrial MRO products to customers, including total safety solutions programs
in customers' working environments. Its manufacturing facilities under Encon
Safety Products, Inc. produce a variety of safety products and other products
for industrial and commercial application, including emergency shower and
eyewash fountains for industrial usage, and a broad line of non-prescription
safety eyewear distributed throughout North and South America. Vallen operates
from 162 locations, including 69 onsite/just in time locations throughout North
America and in Chile.