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


                                  October 23, 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
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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
            ------------------------------------------------------------

               (Address of principal executive offices)     (Zip Code)


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


                                  Not applicable
            ------------------------------------------------------------

               (Former name or address, if changed since last report)






          Item 5:  Other Events
                   ------------


                      On October 23, 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 October 23, 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:  October 23, 1995




                     VALHI REPORTS HIGHER THIRD QUARTER EARNINGS


              DALLAS, TEXAS  . .  . October  23, 1995  .  . .  Valhi, Inc.
          (NYSE: VHI) reported  net income of  $13.7 million,  or $.12  per
          share, for the third  quarter of 1995, up  from $4.6 million,  or
          $.04 per share, in 1994.  Net income for the first nine months of
          1995 was $43.5 million, or $.38 per share, up from $6.9  million,
          or $.06 per share, in the first nine months of 1994.

              Operating income of  $62.2 million  in the third  quarter of
          1995 was  up 29%  on an  8%  increase in  sales to  $494  million
          (% comparisons to 1994 pro forma results). Year-to-date operating
          income increased 46% to  $196 million as  sales increased 14%  to
          $1.5 billion.  Overall operating income  margins were 13% in  the
          first nine months of  1995 compared to 10%  in 1994 as  chemicals
          improvements more than offset other declines.

              The Company's improved  sales  and  earnings  were driven by 
          higher  titanium   dioxide  pigments   ("TiO2")  prices   at   NL
          Industries.  Average TiO2 selling prices for the quarter were  up
          18% from the 1994  period and were 2%  higher than in the  second
          quarter of this  year.  TiO2 shipments in  the third quarter  of
          1995 were 6%  below third quarter  1994 volume, and  year-to-date
          volume was slightly  lower than last  year.  Economies  worldwide
          have continued to grow  in 1995, but at  a slower pace than  last
          year, which factors contributed to the somewhat lower TiO2  sales
          volume in 1995 compared to 1994.

              Higher refined sugar production costs, due partly to adverse
          weather conditions, for  the crop year  ended September 30,  1995
          more than  offset  slightly  higher  selling  prices  and  higher
          volumes.  Average  selling prices for  medium density  fiberboard
          ("MDF") during the quarter  were up 4% from  the 1994 period  but
          were down 7% from the second  quarter of this year. Increases  in
          industry capacity, particularly  in Europe,  and slower  economic
          growth in North America and Europe are contributing to lower  MDF
          selling prices and operating  rates.  General corporate  expenses
          were lower  than  1994 pro  forma  due to  reduced  environmental
          remediation costs.

              Valhi, Inc. is a major producer  of TiO2, refined sugar, MDF
          and other products.

                                      * * * * *


                            VALHI, INC. AND SUBSIDIARIES

                          SUMMARY OF CONTINUING OPERATIONS

                                     (Unaudited)

                   Three months ended September 30, 1994 and 1995
                      (In millions, except earnings per share)

          
1994 1995 ================== Actual Pro forma* Actual -------- ------------------ Net sales Chemicals $ - $225.2 $255.4 Refined sugar 137.4 137.4 144.0 Building products 49.6 49.6 46.2 Other 45.6 45.6 48.9 ------ ------ ------ $232.6 $457.8 $494.5 ====== ====== ====== Operating income Chemicals $ - $ 22.1 $ 45.2 Refined sugar 8.5 8.5 6.0 Building products 10.8 10.8 4.5 Other 6.8 6.8 6.5 ------ ------ ------ Total operating income 26.1 48.2 62.2 Equity in NL Industries prior to consolidation (5.5) - - General corporate items, net (1.8) (10.4) (5.9) Interest expense (8.2) (29.2) (30.8) ------ ------ ------ Income before income taxes 10.6 8.6 25.5 Income taxes 3.3 3.1 12.0 Minority interest - .1 (.2) ------ ------ ------ Income from continuing $ 7.3 $ 5.4 $ 13.7 ------ ------ ------ operations Earnings per common share $.06 $.05 $.12 ==== ==== ====
[FN] * Pro forma 1994 results assume NL Industries (the Company's chemicals subsidiary) was consolidated during the 1994 period. VALHI, INC. AND SUBSIDIARIES SUMMARY OF CONTINUING OPERATIONS (CONTINUED) (Unaudited) Nine months ended September 30, 1994 and 1995 (In millions, except earnings per share)
1994 1995 ================== Actual Pro forma* Actual -------- ---------- -------- Net sales Chemicals $ - $ 664.2 $ 789.7 Refined sugar 353.9 353.9 387.8 Building products 143.0 143.0 154.2 Other 135.4 135.4 143.9 ------ -------- -------- $632.3 $1,296.5 $1,475.6 ====== ======== ======== Operating income Chemicals $ - $ 61.2 $ 134.2 Refined sugar 25.0 25.0 18.7 Building products 27.5 27.5 23.1 Other 20.8 20.8 20.0 ------ -------- -------- Total operating income 73.3 134.5 196.0 Equity in NL Industries prior to consolidation (23.5) - - General corporate items, net (6.7) (32.9) (16.3) Interest expense (26.0) (89.1) (96.0) ------ -------- -------- Income before income taxes 17.1 12.5 83.7 Income taxes 5.6 9.6 39.9 Minority interest - .6 .3 ------ -------- -------- Income from continuing $ 11.5 $ 2.3 $ 43.5 ------ -------- -------- operations Earnings per common share $.10 $.02 $.38 ==== ==== ====
[FN] * Pro forma 1994 results assume NL Industries (the Company's chemicals subsidiary) was consolidated during the 1994 period. VALHI, INC. AND SUBSIDIARIES SUMMARY OF OPERATIONS (Unaudited) (In millions, except earnings per share)
Three months Nine months ended ended September 30, September 30, ---------------- --------------- 1994* 1995 1994* 1995 ---- ---- ---- ---- Net sales $232.6 $494.5 $632.3 $1,475.6 ====== ====== ====== ======== Operating income $ 26.1 $62.2 $ 73.3 $ 196.0 General corporate items, (1.8) (5.9) (6.7) (16.3) net Interest expense (8.2) (30.8) (26.0) (96.0) ------ ------ ------ -------- 16.1 25.5 40.6 83.7 Equity in NL Industries prior to (5.5) - (23.5) - ------ ------ ------ -------- consolidation (*) Income before income 10.6 25.5 17.1 83.7 taxes Income taxes 3.3 12.0 5.6 39.9 Minority interest - (.2) - .3 ------ ------ ------ -------- Income from continuing operations 7.3 13.7 11.5 43.5 Discontinued operations (2.7) - (4.6) - ------ ------ ------ -------- Net income $ 4.6 $ 13.7 $ 6.9 $ 43.5 ====== ====== ====== ======== Earnings per common share: Continuing operations $ .06 $.12 $ .10 $.38 Discontinued operations (.02) - (.04) - ----- ---- ----- ---- Net income $ .04 $.12 $ .06 $.38 ===== ==== ===== ==== Weighted average common shares 114.3 114.4 114.3 114.4 ----- ----- ----- ----- outstanding
[FN] * NL Industries' chemicals operations, consolidated in 1995, were reported by the equity method in 1994.