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 30, 1998                   

(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 or        File Number)       Identification
incorporation)                            No.)

5430 LBJ Freeway, Suite 1700, Dallas, TX     75240-2697  

(Address of principal executive offices)     (Zip Code)

(972) 233-1700                        

(Registrant's telephone number, including area code)

Not applicable                        

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

Item 2:   Acquisition or Disposition of Assets

On January 30, 1998, the Company's 57%-owned subsidiary, NL Industries, Inc.,
completed the disposition of substantially all of the net assets of its
rheological products specialty chemicals business unit conducted by Rheox, Inc.
to Elementis plc, a U.K.-based corporation, for $465 million cash consideration,
including $20 million attributable to a five-year covenant not to compete.  NL
used a portion of the net proceeds to repay and terminate Rheox's U.S bank
indebtedness.

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

(b) Pro forma financial information

Pro forma condensed consolidated financial statements of the
Registrant, which present the pro forma effects of the transactions
described in Item 2 above, assuming such transactions had occurred
as of the dates set forth in the accompanying notes, are included
herein as Exhibit 99.1.

(c)  Exhibit

Item No.         Exhibit Index                     

99.1      Pro forma financial information of 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/ Bobby D. O'Brien       

Bobby D. O'Brien
Vice President

Date:  February 13, 1997

Exhibit 99.1

VALHI, INC. AND SUBSIDIARIES

INDEX TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Page
--------
Pro Forma Condensed Consolidated Balance Sheet - September 30, 1997   F-2/F-3

Notes to Pro Forma Condensed Consolidated Balance Sheet               F-4/F-5

Pro Forma Condensed Consolidated Statements of Operations:
Year ended December 31, 1996                                        F-6
Nine months ended September 30, 1997                                F-7

Notes to Pro Forma Condensed Consolidated Statements of Operations      F-8

These pro forma condensed consolidated financial statements should be read in
conjunction with the historical consolidated financial statements of Valhi,
Inc. These pro forma condensed consolidated financial statements are not
necessarily indicative of Valhi's consolidated financial position or results
of operations as they may be in the future.

F-1
VALHI, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

September 30, 1997
(Unaudited)

(In millions)

Pro forma adjustments
Valhi    ---------------------------------------
ASSETS                    Historical       I            II            III       Pro forma
----------- -----------   -----------   -----------   ----------

Current assets:
Cash and cash equivalents                      $350.9      $318.1         $20.0       ($125.3)      $563.7
Accounts and notes receivable                   201.4       (23.8)            -             -        177.6
Inventories                                     183.5       (18.6)            -             -        164.9
Prepaid expenses                                  7.1        (0.7)            -             -          6.4
Deferred income taxes                             5.6        (0.5)            -             -          5.1
----------- -----------   -----------   -----------   ----------
748.5

274.5          20.0        (125.3)       917.7
----------- -----------   -----------   -----------   ----------
Other assets:
Marketable securities                           343.0           -             -             -        343.0
Investment in joint ventures                    194.7        (2.1)            -             -        192.6
Loans and notes receivable                       90.4           -             -             -         90.4
Mining properties                                31.4       (12.8)            -             -         18.6
Goodwill                                        249.0       (24.9)            -             -        224.1
Deferred income taxes                             0.2           -             -             -          0.2
Other assets                                     54.2        (0.8)            -             -         53.4
----------- -----------   -----------   -----------   ----------
962.9       (40.6)            -             -        922.3
----------- -----------   -----------   -----------   ----------
Property and equipment, net                       559.1       (34.0)            -             -        525.1
----------- -----------   -----------   -----------   ----------

$2,270.5      $199.9         $20.0       ($125.3)    $2,365.1
=========== ===========   ===========   ===========   ==========

F-2

VALHI, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)

September 30, 1997
(Unaudited)

(In millions)

Pro forma adjustments
Valhi    ---------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY     Historical       I            II            III       Pro forma
----------- -----------   -----------   -----------   ----------

Current liabilities:
Notes payable & current long-term debt          $78.8       $   -         $   -        ($15.1)       $63.7
Accounts payable & accrued liabilities          204.4       (12.8)          4.0             -        195.6
Income taxes                                      9.2           -             -             -          9.2
Deferred income taxes                             2.7         0.3             -             -          3.0
----------- -----------   -----------   -----------   ----------
295.1       (12.5)          4.0         (15.1)       271.5
----------- -----------   -----------   -----------   ----------
Noncurrent liabilities:
Long-term debt                                1,096.8           -             -        (110.2)       986.6
Deferred income taxes                           230.9        64.1             -             -        295.0
Other                                           262.4        (0.7)         16.0             -        277.7
----------- -----------   -----------   -----------   ----------
1,590.1        63.4          16.0        (110.2)     1,559.3
----------- -----------   -----------   -----------   ----------
Minority interest                                   0.3        12.8             -             -         13.1
----------- -----------   -----------   -----------   ----------
Stockholders' equity:
Common stock and paid-in capital                 39.4           -             -             -         39.4
Retained earnings                               283.5       136.2             -             -        419.7
Adjustments:                                                                                             -
Marketable securities                         153.2           -             -             -        153.2
Currency translation                          (16.8)          -             -             -        (16.8)
Pension liabilities                            (3.2)          -             -             -         (3.2)
Treasury stock                                  (71.1)          -             -             -        (71.1)
----------- -----------   -----------   -----------   ----------
385.0       136.2             -             -        521.2
----------- -----------   -----------   -----------   ----------

$2,270.5      $199.9         $20.0       ($125.3)    $2,365.1
=========== ===========   ===========   ===========   ==========

See accompanying notes to pro forma condensed consolidated balance sheet.

F-3

VALHI, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)

Note 1 - Basis of presentation:

The Pro Forma Condensed Consolidated Balance Sheet assumes the following
transactions, more fully described in Item 2 of this Current Report on Form
8-K dated February 13, 1998, occurred on September 30, 1997:

I -     NL sells sells substantially all of the net assets of its rheological
products specialty chemicals business unit conducted by Rheox for 
$445 million cash consideration.

II -    NL agrees not to compete with the purchaser in the rheological products
business for five years for $20 million consideration.

III -   Rheox repays and terminates its U.S. bank indebtedness.

Note 2 - Pro forma adjustments:

I -     Reflect the sale of substantially all of Rheox's net assets as follows:

Amount
-------------
(In millions)

Aggregate cash consideration, net of estimated fees and expenses      $435.0
-------------
Carrying value of assets sold and liabilities assumed:
Cash and equivalents                                                   6.9
Receivables                                                           23.8
Inventories                                                           18.6
Prepaid expenses                                                       0.7
Investment in joint ventures                                           2.1
Mining properties                                                     12.8
Goodwill                                                              24.9
Other assets                                                           0.8
Net property, plant and equipment                                     34.0
Accounts payable & accrued liabilities                               (12.8)
Other noncurrent liabilities                                          (0.7)
-------------
111.1
-------------
Pre-tax gain                                                  323.9
-------------
Income tax expense:
Current income taxes                                                 110.0
Deferred income taxes                                         64.9
-------------
174.9
-------------
Minority interest in NL's earnings                              12.8
-------------
Net-of-tax gain                                           $136.2
=============

F-4

VALHI, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
(Unaudited)

The Company's actual net-of-tax gain on disposal of business unit will
differ from the amount shown above due to, among other things, (i) 
differences in the carrying value of assets sold and liabilities 
assumed and (b) differences in the provision for income taxes 
applicable to the gain resulting from differences in tax law 
limitations in the period the gain actually occurs.

The net-of-tax gain on the disposal of business unit differs from the
amount separately reported by NL due to amortization of purchase
accounting basis differences made in conjunction with the Company's 
acquisitions of its interest in NL.  In addition, at September 30, 
1997, NL's separate financial statements reflect a stockholders' 
deficit of approximately $229 million.  Until such time as NL 
separately reports positive stockholders' equity, all undistributed 
income or loss of NL accrues to the Company for financial reporting 
purposes.  If the disposal of business unit had occurred at 
September 30, 1997,  NL's net-of-tax gain would have resulted in NL 
reporting positive stockholders' equity.  Accordingly, a portion of 
NL's net-of-tax gain on disposal would not accrue to the Company for 
financial reporting purposes but instead would be reported as 
minority interest in NL's earnings.

NL is not a member of the consolidated U.S. federal income tax group of
which Valhi is a member, and consequently the Company provides 
incremental income taxes related to NL's earnings.    Accordingly, 
the provision for income taxes shown above includes a provision for 
the Company's incremental income taxes related to NL's gain.

II -    Reflect NL's agreement not to compete with the purchaser.  The $20 
million consideration will be deferred and amortized over the 
five-year non-compete period.

III-    Reflect Rheox's repayment of its U.S. bank indebtedness.

F-5

VALHI, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year ended December 31, 1996
(Unaudited)

(In millions, except per share data)

Pro forma adjustments
Valhi    -------------------------
Historical       I            II         Pro forma

----------- -----------   -----------   -----------

Revenues and other income:
Net sales                                    $1,074.8     ($134.9)(a)   $   -          $939.9
Other, net                                       41.9           - (a)       4.0          45.9
----------- -----------   -----------   -----------
1,116.7      (134.9)          4.0         985.8
----------- -----------   -----------   -----------
Costs and expenses:
Cost of goods sold                              808.2       (70.6)(a)         -         737.6
Selling, general and administrative             205.5       (27.2)(a)         -         178.3
Interest                                         98.5        (3.0)(a)         -          95.5
----------- -----------   -----------   -----------
1,112.2      (100.8)            -       1,011.4
----------- -----------   -----------   -----------
Income (loss) of consolidated companies 
before income taxes                           4.5       (34.1)          4.0         (25.6)

Equity in Amalgamated Sugar Company                10.0           -             -          10.0
Equity in Waste Control Specialists                (6.4)          -             -          (6.4)
----------- -----------   -----------   -----------
Income (loss) before income taxes and
minority interest                              8.1       (34.1)          4.0         (22.0)

Provision for income taxes (benefit)                1.1       (13.0)(a)
(7.4)(b)
5.3 (d)       0.8         (13.2)

Minority interest in income (loss)                  6.9       (15.2)(c)       1.8          (6.5)
----------- -----------   -----------   -----------

Income (loss) from continuing operations       $0.1       ($3.8)         $1.4         ($2.3)
=========== ===========   ===========   ===========

Basic earnings (loss) from continuing 
operations per share                             $  -                                   ($0.02)
===========                             ===========

Weighted average common shares outstanding        114.6                                   114.6
===========                             ===========

See accompanying notes to pro forma condensed consolidated statements of 
operations.

F-6

VALHI, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Nine months ended September 30, 1997
(Unaudited)

(In millions, except per share data)

Pro forma adjustments
Valhi    -------------------------
Historical       I            II         Pro forma
----------- -----------   -----------   -----------

Revenues and other income:
Net sales                                      $820.7     ($111.3)(a)   $   -          $709.4
Other, net                                       60.0           -           3.0          63.0
----------- -----------   -----------   -----------
880.7      (111.3)          3.0         772.4
----------- -----------   -----------   -----------
Costs and expenses:
Cost of goods sold                              618.1       (55.7)(a)         -         562.4
Selling, general and administrative             175.4       (22.8)(a)         -         152.6
Interest                                         91.4        (8.7)(a)         -          82.7
----------- -----------   -----------   -----------
884.9       (87.2)            -         797.7
----------- -----------   -----------   -----------
Loss of consolidated companies 
before income taxes                          (4.2)      (24.1)          3.0         (25.3)

Equity in Waste Control Specialists                (8.9)          -             -          (8.9)
----------- -----------   -----------   -----------
Loss before income taxes and
minority interest                            (13.1)      (24.1)          3.0         (34.2)

Provision for income taxes (benefit)               (1.1)       (9.3)(a)
(5.2)(b)
7.9 (d)       0.6          (7.1)

Minority interest in losses                           -       (22.5)(c)       1.3         (21.2)
----------- -----------   -----------   -----------

Income (loss) from continuing operations     ($12.0)       $5.0          $1.1         ($5.9)
=========== ===========   ===========   ===========

Basic loss from continuing operations
per share                                       ($0.10)                                 ($0.05)
===========                             ===========

Weighted average common shares outstanding        115.0                                   115.0
===========                         ===========

See accompanying notes to pro forma condensed consolidated statements of 
operations.

F-7

VALHI, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Note 1 - Basis of presentation:

The Pro Forma Condensed Consolidated Statement of Operations assumes the 
disposition of NL's rheological products specialty chemicals business unit, 
more fully described in Item 2 of this Current Report on Form 8-K dated 
February 13, 1998, occurred as of the beginning of 1996.

Note 2 - Pro forma adjustments:

I -     Pro forma adjustments to eliminate the results of NL's rheological 
products specialty chemicals business unit from the Company's 
consolidated historical results:

(a) Eliminate the results of operations of NL's rheological products 
specialty chemicals business unit conducted by Rheox included in 
Valhi's consolidated statement of operations.

Such results of operations differ from the amounts separately 
reported by NL due to amortization of purchase accounting basis 
differences made in conjunction with the Company's acquisitions  
of its interest in NL.

(b) Adjust the Company's incremental income taxes for pro forma 
adjustment (a).

NL is not a member of the consolidated U.S. federal income tax group of
which Valhi is a member, and consequently the Company provides 
incremental income taxes related to NL's earnings.  

(c) Recognize minority interest in the remaining NL results of operations.

During 1996 and the first nine months of 1997,  NL's  separate financial
statements reflected a stockholders' deficit, and all of NL's 
undistributed income or loss accrued to the Company for financial 
reporting purposes.  If the disposal of business unit had occurred at 
the beginning of 1996, NL's net-of-tax gain on disposal would have
resulted in NL reporting positive stockholders' equity throughout 
1996 and the first nine months of 1997, on a pro forma basis,
and consequently the Company would have reported minority interest 
in NL's remaining losses.

(d) Adjust the Company's incremental income taxes for pro forma 
adjustment (c).

Valhi will account for the disposition of NL's rheological products 
specialty chemicals business unit as the disposal of a business unit. 
Valhi will report a gain on disposal of such business unit in the first
quarter of 1998.  The accompanying unaudited pro forma condensed 
consolidated statements of operations presented herein do not reflect
any pro forma adjustment for such gain in accordance with the 
requirements of Article 11 of Regulation S-X.

II -    Record amortization of the deferred revenue related to NL's covenant
not to compete, the related minority interest in such earnings and the 
Company's provision for incremental income taxes related to such 
earnings.

F-8