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


                              August 6, 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)



             (Former name or address, if changed since last report)


Item 5: Other Events

        On August 6, 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 August 6, 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:  August 6, 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
                                        JEANNE M. CARR
                                        SENIOR VICE PRESIDENT
                                        MACKENZIE PARTNERS, INC.
                                        (212) 929-5500


             VALCOR ANNOUNCES CONSENT SOLICITATION AND TENDER OFFER

     Dallas, Texas . . . August 6, 1997 . . . Valcor, Inc., a wholly owned
subsidiary of Valhi, Inc. (NYSE:VHI), has commenced a consent solicitation and
tender offer with respect to Valcor's 9 5/8% Senior Notes due 2003, of which
$68.6 million principal amount is currently outstanding.

     Valcor is soliciting consents to amend certain provisions of the indenture
that governs the notes.  The proposed amendments to the indenture require
consents from the holders representing at least a majority in principal amount
of the outstanding notes.  Valcor is also making a concurrent offer to purchase
any and all of the outstanding notes.

     The consent solicitation is being made pursuant to a Consent Solicitation
Statement and Offer to Purchase dated August 6, 1997.  The consent solicitation
expires at 5:00 p.m. Dallas, Texas time on the later of August 27, 1997 or the
date of receipt of the requisite consents necessary to approve the proposed
amendments, unless extended.  Valcor will pay a consent fee equal to $10 per
$1,000 principal amount of the notes for which the holder delivers a consent
prior to the expiration of the solicitation.  Consents may be revoked anytime
prior to the receipt of the requisite consents to approve the proposed
amendments.  Noteholders are not required to tender notes in order to consent to
the proposed amendments.

     Concurrently with the consent solicitation and on the terms and subject to
the conditions of the Consent Solicitation Statement and Offer to Purchase,
Valcor is offering to purchase any and all of its outstanding notes for a cash
purchase price equal to $1,040 per $1,000 principal amount of the tendered notes
plus accrued and unpaid interest to, but not including, the date of purchase.
The offer to purchase is subject to, among other things, the receipt of the
requisite consents to approve the proposed amendments, but is not subject to any
minimum principal amount of notes being duly tendered.  The offer expires at
5:00 p.m., Dallas, Texas time on September 4, 1997, unless extended.
Noteholders who tender notes on or prior to the expiration of the solicitation
will be deemed to have consented to the proposed amendments.  If a tender is
after the expiration of the consent solicitation, the tendering noteholder will
not receive a consent payment.  If a noteholder tenders a note prior to the
receipt of the requisite consents to approve the proposed amendments, the
noteholder will not be able to withdraw the note after such receipt, with
limited exceptions.

     The information agent for the consent solicitation and the offer to
purchase is MacKenzie Partners, Inc.  The information agent's address is 156
Fifth Avenue, New York, New York   10010 and telephone numbers are (800) 322-
3885 (toll free) or (212) 929-5500 (collect call).  Requests for copies of the
Consent Solicitation Statement and Offer to Purchase should be directed to the
information agent.