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



                        January 29, 1996
      -----------------------------------------------------

        (Date of Report, date of earliest event reported)




                            VALHI, INC.
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     (Exact name of Registrant as specified in its charter)
      Delaware              1-5467             87-0110150
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    (State or other        (Commission         (IRS Employer
     jurisdiction of        File Number)        Identification
     incorporation)                             No.)


     5430 LBJ Freeway, Suite 1700, Dallas, TX     75240-2697
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     (Address of principal executive offices)     (Zip Code)



                        (214) 233-1700
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      (Registrant's telephone number, including area code)



                        Not applicable
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     (Former name or address, if changed since last report)


Item 5:  Other Events
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            On January 29, 1996, the Registrant issued the press release
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attached hereto as Exhibit 99.1 which is incorporated herein by reference.

Item 7:  Financial Statements,  Pro Forma  Financial Information
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            and Exhibits
            ------------
    (c)  Exhibit
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            Item No.             Exhibit Index
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              99.1        Press release dated January 29, 1996
                                              ----------------

                           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:  January 29, 1996
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                  VALHI'S 1995 EARNINGS HIGHEST IN FIVE YEARS

     DALLAS, TEXAS . . January 29, 1996 . . Valhi, Inc. (NYSE: VHI) reported
1995 net income of $68.5 million, or $.60 per share, up from net income of $11.6
million, or $.10 per share, in 1994.  The Company's fourth quarter net income
was $25 million, or $.22 per share, compared to $4.7 million, or $.04 per share,
in 1994.

     Operating income of $258 million in 1995 was up 36% on a 14% increase in
sales to approximately $2 billion (% comparisons to 1994 pro forma results).
Fourth quarter operating income increased 12% to $62 million while sales
increased 14% to $485 million.  The Company's improved sales and earnings were
driven by higher titanium dioxide pigment (`TiO2'') prices at NL Industries.
Average TiO2 prices for the fourth quarter were 14% above last year but 1% below
the third quarter of 1995.  TiO2 sales volumes in 1995 were below the record
levels of 1994 (down 7% in the fourth quarter and 3% for the full year) as
demand softened in the second half of 1995.

     Record refined sugar volumes, aided by expiration of government-imposed
restrictive marketing allotments at the end of the third quarter, partially
offset the higher production costs that resulted in part from adverse weather
conditions earlier in the year.  Average selling prices for medium density
fiberboard (`MDF'') generally peaked early in 1995 with increases in industry
capacity and lower demand contributing to lower MDF selling prices and operating
rates during the second half of the year.

    Increased fast food promotions and costs associated with integrating
certain acquired hardware products operations diluted other operating results.
The Company's hazardous waste management business, 50%-owned Waste Control
Specialists LLC, is constructing its hazardous and toxic waste handling facility
in West Texas and expects to begin reporting revenues in 1997.

    Net general expenses decreased principally due to lower environmental
remediation costs.  Income taxes for the fourth quarter of 1995 include net
deferred tax benefits of $13 million resulting from changes in the U.S.-Canada
income tax treaty and NL's recognition of the future benefit of certain tax
credits due to its return to profitability.

    Valhi, Inc. is a major producer of TiO2, refined sugar, MDF and other
products.  The Company's 1995 results are subject to final audit.

                                   * * * * *
                          VALHI, INC. AND SUBSIDIARIES

                        SUMMARY OF CONTINUING OPERATIONS

                 Three months ended December 31, 1994 and 1995
                    (In millions, except earnings per share)
1994 1995 ------------------- ACTUAL PRO FORMA* ACTUAL ------ --------- ------ NET SALES Chemicals $ - $223.8 $234.2 Refined sugar 103.4 103.4 153.5 Building products 46.9 46.9 45.8 Other 50.1 50.1 51.7 ------ ------ ------ $200.4 $424.2 $485.2 ====== ====== ====== OPERATING INCOME Chemicals $ - $ 30.7 $ 44.3 Refined sugar 6.6 6.6 8.1 Building products 8.9 8.9 2.1 Other 9.1 9.1 7.4 ------ ------ ------ TOTAL OPERATING INCOME 24.6 55.3 61.9 Equity in Waste Control Specialists - - (.5) Equity in NL Industries prior to consolidation (*) (1.6) - - General corporate items, net (1.7) (16.4) (4.7) Interest expense (9.3) (30.1) (30.2) ------ ------ ------ Income before income taxes 12.0 8.8 26.5 Income taxes 3.8 .2 1.2 Minority interest - .2 .3 ------ ------ ------ INCOME FROM CONTINUING OPERATIONS $ 8.2 $ 8.4 $ 25.0 ====== ====== ====== EARNINGS PER COMMON SHARE $ .07 $ .07 $ .22 ====== ====== ======
[FN] * Pro forma 1994 results assume NL Industries (the Company's chemicals subsidiary) was consolidated during 1994. VALHI, INC. AND SUBSIDIARIES SUMMARY OF CONTINUING OPERATIONS Years ended December 31, 1994 and 1995 (In millions, except earnings per share)
1994 1995 ------------------- ACTUAL PRO FORMA* ACTUAL ------ --------- ------ NET SALES Chemicals $ - $ 888.0 $1,023.9 Refined sugar 457.3 457.3 541.3 Building products 189.9 189.9 200.0 Other 185.5 185.5 195.6 ------ -------- -------- $832.7 $1,720.7 $1,960.8 ====== ======== ======== OPERATING INCOME Chemicals $ - $ 91.9 $ 178.5 Refined sugar 31.6 31.6 26.8 Building products 36.4 36.4 25.2 Other 29.9 29.9 27.4 ------ -------- -------- TOTAL OPERATING INCOME 97.9 189.8 257.9 Equity in Waste Control Specialists - - (.5) Equity in NL Industries prior to consolidation (*) (25.1) - - General corporate items, net (8.4) (49.3) (21.0) Interest expense (35.3) (119.2) (126.2) ------ -------- -------- Income before income taxes 29.1 21.3 110.2 Income taxes 9.4 9.8 41.1 Minority interest - .8 .6 ------ -------- -------- INCOME FROM CONTINUING OPERATIONS $ 19.7 $ 10.7 $ 68.5 ====== ======== ======== EARNINGS PER COMMON SHARE $ .17 $ .09 $ .60 ====== ======== ========
[FN] * Pro forma 1994 results assume NL Industries (the Company's chemicals subsidiary) was consolidated during 1994. VALHI, INC. AND SUBSIDIARIES SUMMARY OF OPERATIONS (In millions, except earnings per share)
THREE MONTHS ENDED YEARS ENDED DECEMBER 31, DECEMBER 31, ------------------ ----------------- 1994* 1995 1994* 1995 ---- ---- ---- ---- Net sales $200.4 $485.2 $832.7 $1,960.8 ====== ====== ====== ======== Operating income $ 24.6 $ 61.9 $ 97.9 $ 257.9 General corporate items, net (1.7) (4.7) (8.4) (21.0) Interest expense (9.3) (30.2) (35.3) (126.2) Equity in Waste Control Specialists - (.5) - (.5) Equity in NL Industries prior to consolidation (*) (1.6) - (25.1) - ------ ------ ------ -------- Income before income taxes 12.0 26.5 29.1 110.2 Income taxes 3.8 1.2 9.4 41.1 Minority interest - .3 - .6 ------ ------ ------- -------- Income from continuing operations 8.2 25.0 19.7 68.5 Discontinued operations (3.5) - (8.1) - ------ ------ ------ -------- Net income $ 4.7 $ 25.0 $ 11.6 $ 68.5 ====== ====== ====== ======== Income per common share: Continuing operations $ .07 $ .22 $ .17 $ .60 Discontinued operations (.03) - (.07) - ------ ------ ------ -------- Net income $ .04 $ .22 $ .10 $ .60 ====== ====== ====== ======== Weighted average common shares outstanding 114.3 114.5 114.3 114.4 ===== ===== ===== =====
[FN] * NL Industries' chemicals operations, consolidated in 1995, were reported by the equity method in 1994.