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 10, 1997
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(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)

(972) 233-1700
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(Registrant's telephone number, including area code)

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

Item 5: Other Events

On September 10, 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 10, 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
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Steven L. Watson
Vice President & Secretary

Date:  September 10, 1997

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   75240-2697                    (972) 233-1700
(972) 233-1700
JEANNE M. CARR
SENIOR VICE
PRESIDENT
MACKENZIE
PARTNERS, INC.
(212) 929-5500

VALCOR ANNOUNCES COMPLETION OF CONSENT SOLICITATION

Dallas, Texas . . . September 10, 1997 . . . Valcor, Inc., a wholly owned
subsidiary of Valhi, Inc. (NYSE:VHI), announced today the successful completion
of its consent solicitation to amend certain provisions of the indenture that
governs Valcor's 9 5/8% Senior Notes due 2003.

Based on reports provided by the depositary, Valcor has received consents
from holders representing more than a majority in principal amount of the
outstanding notes.  Accordingly, noteholders approved the proposed amendments as
set forth in the Consent Solicitation Statement and Offer to Purchase dated
August 6, 1997, as supplemented September 4, 1997.  The amendments to the
indenture will become effective as of the expiration of Valcor's offer to
purchase the notes, which offer Valcor made concurrently with the consent
solicitation.  Noteholders who delivered and did not revoke a consent on or
prior to 5:00 p.m. Dallas, Texas time on September 9, 1997 will receive the
consent fee of $10 per $1,000 principal amount of the notes for which the holder
delivered the consent.  Valcor will pay the consent fee promptly after the
expiration of the offer to purchase.

The offer to purchase expires at 5:00 p.m. Dallas, Texas time on
September 18, 1997.  Noteholders may continue to tender notes in the offer to
purchase prior to the expiration of the offer and receive $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.  Noteholders who tender after September 9,
1997, however, will not receive the consent fee.

The information agent for the offer to purchase is MacKenzie Partners, Inc.
The information agent's address is 156 Fifth Avenue, New York, New York   10010
and telephone numbers are (800) 322-2885 (toll free) or (212) 929-5500 (collect
call).  Requests for copies of the Consent Solicitation Statement and Offer to
Purchase, as supplemented September 4, 1997, should be directed to the
information agent.

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