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


                               February 28, 1997

               (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)


                                 (972) 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 February 28, 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 February 28, 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
                                 Steven L. Watson
                                 Vice President & Secretary



Date:  February 28, 1997

     [LOGO]

                                PRESS RELEASE


      FOR IMMEDIATE RELEASE:              CONTACT:

      VALHI, INC.                        JOSEPH S. COMPOFELICE
      THREE LINCOLN CENTRE               EXECUTIVE VICE PRESIDENT
      5430 LBJ FREEWAY                   (281) 423-3303
      DALLAS, TEXAS   75240-2697
      (972)  233-1700


                   VALHI COMPLETES SALE OF OREGON OPERATIONS

           Dallas, Texas ... February 28, 1997 ... Valhi, Inc.
      (NYSE:VHI) announced that it has completed the previously
      announced sale of its Oregon medium density fiberboard operations
      to SierraPine, a California limited partnership for $36 million,
      in cash proceeds, plus the assumption by SierraPine Ltd. of
      approximately $3.7 million of debt.  These operations were part of
      Valhi's building products business operated by Medite Corporation,
      a wholly owned subsidiary of Valcor, Inc., which is a wholly owned
      subsidiary of Valhi. The Company will use the proceeds of the sale
      for general corporate purposes.

           In 1996 Valhi completed the sale of Medite's Oregon timber
      and timberlands for approximately $118 million in cash proceeds,
      $53 million of which was used to pay down Medite U.S. bank debt.
      Valhi also completed in 1996 the sale of its Irish medium density
      fiberboard operations for $61.5 million cash proceeds, plus the
      assumption of $21 million of Irish bank debt.  With the completion
      of the sale of the Oregon operations, Valhi has disposed of
      substantially all of its building products operations for an
      aggregate of approximately $240 million.

           Valhi is engaged in the chemicals, component products and
      waste management industries.