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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