UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

              Date of Report (Date of the earliest event reported)
                                October 18, 2005
                                ----------------

                                   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, Texas                     75240-2697
- ----------------------------------------------                  ------------
  (Address of principal executive offices)                       (Zip Code)

               Registrant's telephone number, including area code
                                 (972) 233-1700
                                 --------------


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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[   ]     Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

[   ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

[   ]     Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

[   ]     Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))





Item 1.01           Entry into a Material Definitive Agreement.
Item 1.02           Termination of a Material Definitive Agreement.

     On  October  14,  2005,  the  Registrant  entered  into  a  Prepayment  and
Termination  Agreement (the  "Prepayment and Termination  Agreement") with Snake
River Sugar Company ("Snake River") pursuant to which,  among other things,  the
Registrant  agreed that if Snake River  prepaid by October 18, 2005 an aggregate
of approximately  $100.2 million  (principal and interest) that Snake River owed
to the  Registrant  under the Amended and Restated  Subordinated  Loan Agreement
between  Snake River and the  Registrant,  as amended and restated as of May 14,
1997, and as further amended through October 19, 2000 (the "Subordinated Loan"),
the  Registrant  would  forgive  and cancel  the  remaining  accrued  and unpaid
interest  owed by Snake  River to the  Registrant  under the  Subordinated  Loan
(approximately $22 million), and the Subordinated Loan would be terminated.  The
effectiveness  of the Prepayment and Termination  Agreement was conditioned upon
satisfaction  of certain  conditions,  including  receipt of the required $100.2
million by the Registrant by October 18, 2005. On October 18, 2005,  Snake River
prepaid the required  amount to the  Registrant,  the Prepayment and Termination
Agreement became effective and the Subordinated Loan was terminated.

     As part of the Prepayment  and  Termination  Agreement,  the Registrant and
Snake  River  entered  into an Amended and  Restated  Company  Agreement  of The
Amalgamated  Sugar  Company  LLC (the  "LLC")  dated as of October 14, 2005 (the
"Amended and Restated  Company  Agreement"),  which  superseded and replaced the
prior  Company  Agreement  of the LLC dated  January  3,  1997 (to be  effective
December 31, 1996), as amended and restated through October 19, 2000 (the "Prior
Company Agreement"). Pursuant to the Amended and Restated Company Agreement, the
LLC is required to make higher  minimum levels of  distributions  to its members
(including  the  Registrant)  as  compared  to levels  required  under the Prior
Company  Agreement,  which  would  result  in the  Registrant  receiving  annual
distributions  from the LLC in  aggregate  amounts  approximately  $1.8  million
higher than the level of  distributions  received during 2002, 2003 and 2004. In
addition,  assuming certain  specified  conditions are met (which conditions the
Registrant  currently  believes  will be  met),  the LLC  would be  required  to
distribute,  in addition to the distributions  noted in the preceding  sentence,
additional  amounts  that would result in the  Registrant  receiving at least an
additional $25 million during the 15-month period ending December 31, 2006 (with
over  one-half of such amount  expected to be paid during the fourth  quarter of
2005).

     The foregoing  discussion of the Prepayment and  Termination  Agreement and
the Amended and Restated  Company  Agreement are qualified in their  entirety by
the specific provisions of such documents, which will be included as exhibits to
the  Registrant's  Quarterly Report on Form 10-Q for the quarter ended September
30, 2005.




SIGNATURE


     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/ Gregory M. Swalwell
                                     ----------------------------
                                     Gregory M. Swalwell
                                     Vice President




Date:  October 18, 2005