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


                            September 19, 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 September 19, 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 September 19, 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:  September 19, 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                           (972) 233-1700
(972) 233-1700



VALCOR ANNOUNCES COMPLETION OF TENDER OFFER FOR NOTES

     Dallas, Texas . . . September 19, 1997 . . . Valcor, Inc., a wholly owned
subsidiary of Valhi, Inc. (NYSE:VHI), announced today the results of its offer
to purchase any and all of its 9 5/8% Senior Notes due 2003 for a cash purchase
price equal to $1,057.50 per $1,000 principal amount of the tendered notes plus
accrued and unpaid interest to, but not including, the date of purchase.  The
offer expired at 5:00 p.m. (Dallas, Texas time) on September 18, 1997.

     Based on the final report provided by the depositary, holders had tendered
and not withdrawn approximately $66.2 million principal amount of the Notes, all
of which Valcor has accepted for purchase.  Following Valcor's purchase of the
tendered Notes, approximately $2.4 million principal amount of the Notes remain
outstanding.

     As previously announced and based on reports provided by the depositary, as
of 5:00 p.m. (Dallas, Texas time) on September 9, 1997, Valcor had received
consents from the holders representing more than a majority in principal amount
of the outstanding notes to approve the amendments to the indenture governing
the notes as set forth in the Consent Solicitation Statement and Offer to
Purchase dated August 6, 1997, as supplemented on September 4, 1997.  The
amendments became effective upon the expiration of the offer to purchase.  The
consent payments of $10 per $1,000 principal amount of the notes to which such
consents related will be paid concurrently with the payment of the cash purchase
price for the tendered notes.