8-K

                       SECURITIES AND EXCHANGE COMMISSION


                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT


               Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934


                              February 13, 1997
               (Date of Report, date of earliest event reported)


                                  VALHI, INC.
             (Exact name of Registrant as specified in its charter)

              Delaware              1-5467             87-0110150
         (State or other         (Commission          (IRS Employer
         jurisdiction of          File Number)      Identification No.)
         incorporation)


             5430 LBJ Freeway, Suite 1700, Dallas, TX     75240-2697
          (Address of principal executive offices)         (Zip Code)


                                  (214) 233-1700
              (Registrant's telephone number, including area code)


                                 Not applicable
             (Former name or address, if changed since last report)


Item 5: Other Events

        On February 13, 1997, the Registrant issued the press releases attached
hereto as Exhibit 99.1 and 99.2 which are incorporated herein by reference.

Item 7: Financial Statements,  Pro Forma  Financial Information
        and Exhibits

        (c)  Exhibit

        Item No.         Exhibit Index

        99.1      Press release dated February 13, 1997
                  issued by the Registrant

        99.2      Press release dated February 13, 1997
                  issued by the Registrant


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                 VALHI, INC.
                                 (Registrant)



                                 By:/s/ Steven L. Watson
                                 Steven L. Watson
                                 Vice President & Secretary


Dated:  February 13, 1997

EX-99

[LOGO]
                                PRESS RELEASE

     FOR IMMEDIATE RELEASE:               CONTACT:

     VALHI, INC.                          JOSEPH S. COMPOFELICE
     THREE LINCOLN CENTRE                 EXECUTIVE VICE PRESIDENT
     5430 LBJ FREEWAY, SUITE 1700         (281) 423-3303
     DALLAS, TEXAS   75240-2697
     (972)  233-1700


                     VALHI AGREES TO SELL SYBRA OPERATIONS


Dallas, Texas   .. February 11, 1997 - Valhi, Inc. (NYSE: VHI) announced the
execution of definitive agreements involving the sale of its fast food business
operated by Sybra, Inc., a wholly owned subsidiary of Valcor, Inc., which is a
wholly owned subsidiary of Valhi.

The proposed sale will be accomplished in simultaneous transactions that will
include the sale of certain restaurant properties to U.S. Restaurant Properties
Master L.P. (NYSE: USV), a Delaware limited partnership for $45 million in cash
consideration and the sale of 100% of the stock of Sybra to I.C.H. Corporation
(OTC: ICHD), a Delaware Corporation for $16 million cash consideration plus the
assumption of approximately $23.7 million of indebtedness of Sybra.  These
transactions are subject to, among other things, completion of customary due
diligence procedures, the purchaser obtaining financing for the transaction and
certain consents from third parties. Subject to the foregoing, the transactions
are expected to close no later than April 15, 1997, at which time the Company
expects to report a pre-tax gain on disposal in excess of $24 million.

Sybra operates 150 Arby's restaurants in 4 states in the U.S.  Valhi is also
engaged in the chemicals, component products and waste management industries.

EX-99

[LOGO]

                             PRESS RELEASE

     FOR IMMEDIATE RELEASE:             CONTACT:

     VALHI, INC.                        JOSEPH S. COMPOFELICE
     THREE LINCOLN CENTRE               EXECUTIVE VICE PRESIDENT
     5430 LBJ FREEWAY, SUITE 1700       (281) 423-3303
     DALLAS, TEXAS  75240-2697
     (972) 233-1700


                       VALHI DECLARES QUARTERLY DIVIDEND

     DALLAS, TEXAS  .  .  .  February 13, 1997  .  .  .  Valhi, Inc. (NYSE:VHI)
announced today that its Board of Directors has declared a regular quarterly
dividend of five cents ($0.05) per share on its common stock, payable on
March 31, 1997 to stockholders of record at the close of business on
March 19, 1997.

     Valhi, Inc. is engaged in the chemicals, fast food, components products,
waste management and other industries.