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



                                  May 17, 1994                  
                (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 May 17, 1994, the Registrant issued the press release attached
hereto as Exhibit 99.1 which is incorporated herein by reference.  The press
release relates to the announcement by Registrant that James G. Kiley has
resigned as Vice President and Treasurer of Valhi, Inc.


Item 7:  Financial Statements,  Pro Forma  Financial Information
         and Exhibits

    (c)  Exhibit

         Item No.                    Exhibit Index               

           99.1        Press release dated May 17, 1994
                       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:  May 17, 1994

                                           Exhibit 99.1



               JAMES G. KILEY RESIGNS AS TREASURER OF VALHI, INC.


    DALLAS, TEXAS . . May 17, 1994 . . Valhi, Inc., today announced that
James G. Kiley has resigned as Vice President and Treasurer of the Company,
effective immediately.

    Valhi, Inc., headquartered in Dallas, Texas, is a diversified industrial
management company engaged in the refined sugar, forest products, fast food and
hardware products industries.  Valhi is also engaged in the chemicals and
titanium metals industries through its interests in NL Industries and Tremont
Corporation.  Valhi's common stock is traded on the New York and Pacific Stock
Exchanges under the symbol "VHI."


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