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



                                  July 1, 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 July 1, 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 announcement by the Registrant of certain executive
changes. 

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

    (c)  Exhibit

         Item No.                    Exhibit Index               

           99.1        Press release dated July 1, 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:  July 6, 1994

                                                                EXHIBIT 99.1



FOR IMMEDIATE RELEASE                             CONTACT:

VALHI, INC.                                       STEVEN L. WATSON
THREE LINCOLN CENTRE                              VICE PRESIDENT AND
5430 LBJ FREEWAY, SUITE 1700                      SECRETARY
DALLAS, TEXAS  75240-2697                         (214) 450-4216
(214) 233-1700





                        VALHI ANNOUNCES EXECUTIVE CHANGES

     DALLAS, TEXAS . . . . July 1, 1994 . . . . Valhi, Inc. announced today that
Michael A. Snetzer has stepped down as President and will devote full-time to
the operations of Medite Corporation, the Company's wholly-owned forest products
subsidiary.  Harold Simmons, Chairman and CEO of Valhi will assume Mr. Snetzer's
Valhi duties.  


     Mr. Simmons said "This change reflects my decision to place increased
emphasis on the rapidly growing engineered products segment of our forest
products company."  As CEO of Medite, Mr. Snetzer is expected to continue the
company's expansion in medium density fiberboard, an engineered wood product,
which has grown from 37% of Medite's sales to approximately 70% of sales in the
last six years.   Medite has annual revenues of approximately $200 million and
employs approximately 700 people at its plants in Oregon, New Mexico and the
Republic of Ireland. Mr. Snetzer first became Chairman of Medite shortly after
its acquisition in 1984. 


     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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