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 9, 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     
            (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 9, 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 May 9, 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:  May 9, 1995

FOR IMMEDIATE RELEASE:                       CONTACT:

VALHI, INC.                                  Joseph S. Compofelice
Three Lincoln Centre                         Executive Vice President
5430 LBJ Freeway                             (214) 450-4259
Dallas, Texas   75240-2697
(214)  233-1700





                      VALHI DECLARES QUARTERLY DIVIDEND AND
                        HOLDS ANNUAL STOCKHOLDERS MEETING  


     DALLAS, TEXAS . . . May 9, 1995 . . . Valhi, Inc. (NYSE:VHI) announced
today that its Board of Directors has declared a regular quarterly dividend of
three cents ($.03) per share on its common stock, payable June 30, 1995, to
stockholders of record at the close of business June 21, 1995. 

     Valhi also announced that five Directors of the Company were elected for
terms of one year at its Annual Stockholders Meeting held today.  The Directors
of the Company are:  Norman S. Edelcup;  Kenneth R. Ferris;  Glenn R. Simmons; 
Harold C. Simmons and J. Walter Tucker, Jr. 

     Valhi, Inc., headquartered in Dallas, Texas, is engaged in the chemicals,
refined sugar, building products and other industries.