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


                 April 25, 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
incorporation)                        No.)



5430 LBJ Freeway, Suite 1700, Dallas, TX     75240-2697

(Address of principal executive offices)      (Zip Code)


                 (972) 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 April 25, 1997, the Registrant issued the press release attached
hereto as Exhibit 99.1 which is 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 April 25, 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



Date:  April 25, 1997

EX-99

VALCOR, INC.


                         PRESS RELEASE



FOR IMMEDIATE RELEASE:                   CONTACT:

VALCOR, INC.                             STEVEN L. WATSON
THREE LINCOLN CENTRE                     VICE PRESIDENT        
5430 LBJ FREEWAY, SUITE 1700             VALCOR, INC.
DALLAS, TEXAS   75240-2697               (972) 233-1700
(972) 233-1700                           
                                   



             VALCOR ANNOUNCES COMPLETION OF TENDER OFFER FOR NOTES

     Dallas, Texas . . . April 25, 1997 . . . Valcor, Inc., a wholly owned
subsidiary of Valhi, Inc. (NYSE:VHI), announced today the results of its offer
to purchase up to $86.7 million principal amount of Valcor's 9 5/8% Senior Notes
due 2003, for a cash purchase price equal to 100% of the principal amount plus
accrued and unpaid interest to the date of purchase.  The offer expired at 5:00
p.m. (Dallas, Texas time) on April 24, 1997 and was not further extended.

     Based on a final report provided by the depositary, holders had tendered
and not withdrawn approximately $27.6 million principal amount of the Notes, all
of which Valcor accepted for purchase.  Following Valcor's purchase of the
tendered Notes, approximately $68.6 million principal amount of the Notes remain
outstanding.
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