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



                                 March 1, 1995                   
                (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)



                                (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 March 1, 1995, 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 March 1, 1995
                       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:  March 1, 1995

EX-99.1

                                  PRESS RELEASE

FOR IMMEDIATE RELEASE:                                 CONTACT:

VALHI, INC.                                            Michael A. Snetzer
Three Lincoln Centre                                   Chairman and Chief
5430 LBJ Freeway                                       Executive Officer
Dallas, Texas   75240-2697                             Medite Corporation
(214)  233-1700                                        (214)  661-8028



                  VALHI SUBSIDIARY FILES REGISTRATION STATEMENT

     DALLAS, TEXAS  . . . March 1,  1995 . . .  Valhi, Inc. (NYSE:VHI) announced
today  that  its  wholly-owned  subsidiary,  Medite  Corporation,  has  filed  a
registration statement on Form  S-1 with the Securities and  Exchange Commission
in connection with  a proposed  initial public offering  by Medite of  5,882,000
shares  of  Medite's common  stock, which  will  represent approximately  33% of
Medite's outstanding common stock.  Subject to review by the SEC, Medite intends
to offer the shares,  only pursuant to a final prospectus,  in a public offering
through  underwriters led by Morgan Stanley & Co. Incorporated, Salomon Brothers
Inc and Smith Barney Inc. 

     Medite intends  to apply the  net proceeds  from the offering  to pay  down
certain bank indebtedness and  intercompany obligations and for  other corporate
purposes. 

     Medite  is  an  international  engineered  wood  products  company  focused
primarily on the production and sale  of medium density fiberboard.  The Company
also owns timberlands and produces and sells traditional timber products. 

     A registration statement relating  to these securities has been  filed with
the Securities  and Exchange Commission but has not yet become effective.  These
securities may not be sold  nor may offers to buy be accepted prior  to the time
the  registration statement  becomes  effective.   This communication  shall not
constitute an offer  to sell or the  solicitation of an  offer to buy nor  shall
there  be  any sale  of  the  securities  in  any  State in  which  such  offer,
solicitation  or sale would be  unlawful prior to  registration or qualification
under the securities laws of any such State. 

     Valhi, Inc., headquartered in  Dallas, Texas, in engaged in  the chemicals,
refined sugar, building products and other industries.