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 12, 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 12, 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 declaration by the Registrant of its regular quarterly
dividend and the announcement of the results of voting at the annual meeting of
the Registrant's stockholders.


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

    (c)  Exhibit

         Item No.                    Exhibit Index               

           99.1     Press release dated May 12, 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 12, 1994

                                        EXHIBIT 99.1




                      VALHI DECLARES QUARTERLY DIVIDEND AND
                        HOLDS ANNUAL STOCKHOLDERS MEETING  

       DALLAS, TEXAS . . . May 12, 1994 . . . Valhi, Inc. announced today that
its Board of Directors has declared a regular quarter dividend of two cents
($.02) per share on its common stock, payable June 30, 1994, to stockholders of
record at the close of business June 15, 1994.

       Valhi also announced that, at its Annual Stockholders Meeting held today,
an amendment to its 1987 Stock Option - Stock Appreciation Rights Plan was
approved by the Company's stockholders and seven (7) incumbent Directors of the
Company were re-elected for terms of one year.  The Directors of the Company
are:  Arthur H. Bilger; Norman S. Edelcup; Robert J. Frame; Glenn R. Simmons;
Harold C. Simmons; Michael A. Snetzer and J. Walter Tucker, Jr.

       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 equity interests in two publicly-held
affiliates, NL Industries, Inc. 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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