VALHI INC /DE/
8-K, 1995-04-26
SUGAR & CONFECTIONERY PRODUCTS
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                       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



                                 April 26, 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 April 26, 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 April 26, 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:  April 26, 1995







           VALHI REPORTS HIGHEST FIRST QUARTER EARNINGS IN FIVE YEARS


    DALLAS, TEXAS . . . April 26, 1995 . . . Valhi, Inc. (NYSE: VHI) reported
net income of $12.4 million, or $.11 per share, for the first quarter of 1995,
the Company's highest first quarter earnings since 1990.  In the first quarter
of 1994, Valhi reported a net loss of $.7 million, or $.01 per share.  

    Operating income of $60.2 million was up 66% on a 20% increase in sales to
$467.6 million (% comparisons to 1994 pro forma results).  Overall, operating
margins were 13% for the first quarter of 1995, up from 9% in 1994.  Improved
sales, earnings and margins were driven by higher prices and volumes at NL
Industries for titanium dioxide pigments ("TiO2"), as well as for medium density
fiberboard ("MDF"), the Company's principal building product.

    Reflecting strengthened market conditions, particularly in Europe, average
TiO2 prices in the first quarter were 11% above year ago levels (up 5% from
year-end 1994), while TiO2 volume was up 9%.  Average MDF prices were 29% higher
than last year (up 8% from year-end 1994) while MDF volume was up 13% due
principally to production from the Company's recently expanded MDF plant in
Ireland.  Refined sugar results reflect higher processing costs, which offset
marginally higher sugar volumes and prices.

    Valhi, Inc. is a major producer of TiO2, MDF, refined sugar and other
products.


                                    * * * * *


                          VALHI, INC. AND SUBSIDIARIES

                        SUMMARY OF CONTINUING OPERATIONS

                                   (Unaudited)

                    (In millions, except earnings per share)

<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED MARCH 31,   
                                                                     1994                        1995
                                                             ACTUAL          PRO FORMA*         ACTUAL  

<S>                                                               <C>               <C>             <C>
NET SALES
  Chemicals                                                       $  -              $201.8          $250.9
  Refined sugar                                                    104.2             104.2           111.2
  Building products                                                 40.0              40.0            58.6

  Other                                                             44.7              44.7            46.9

                                                                  $188.9            $390.7          $467.6

OPERATING INCOME
  Chemicals                                                       $  -              $ 17.7          $ 36.9
  Refined sugar                                                      6.8               6.8             6.4
  Building products                                                  5.1               5.1            10.3
  Other                                                              6.7               6.7             6.6

  TOTAL OPERATING INCOME                                            18.6              36.3            60.2
Equity in NL Industries prior to
 consolidation                                                      (6.2)              -               -  
General corporate items, net                                        (2.3)             (2.7)           (3.5)
Interest expense                                                    (9.0)            (30.1)          (32.8)

    Income before income taxes                                       1.1               3.5            23.9
Income taxes                                                          .9               5.5            11.2
Minority interest                                                    -                  .2              .3

    INCOME FROM CONTINUING OPERATIONS                             $   .2            $ (2.2)         $ 12.4


EARNINGS PER COMMON SHARE                                         $  -              $ (.02)         $  .11

</TABLE>

[FN]
*  Pro forma 1994 results assume NL Industries (the Company's chemicals
   subsidiary) was consolidated during the 1994 period.




                          VALHI, INC. AND SUBSIDIARIES

                              SUMMARY OF OPERATIONS

                                   (Unaudited)

                    (In millions, except earnings per share)

<TABLE>
<CAPTION>

                                                                                 THREE MONTHS ENDED
                                                                                      MARCH 31,    
                                                                                       1994*           1995 

<S>                                                                                   <C>             <C>
Net sales                                                                             $188.9          $467.6

Operating income                                                                      $ 18.6          $ 60.2
General corporate items, net                                                            (2.3)           (3.5)
Interest expense                                                                        (9.0)          (32.8)
                                                                                         7.3            23.9
Equity in NL Industries prior to consolidation (*)                                      (6.2)            -  

    Income before income taxes                                                           1.1            23.9
Income taxes                                                                              .9            11.2
Minority interest                                                                        -                .3

    Income from continuing operations                                                     .2            12.4

Discontinued operations                                                                  (.9)            -  

    Net income (loss)                                                                 $  (.7)         $ 12.4

Earnings per common share:
  Continuing operations                                                               $  -            $  .11
  Discontinued operations                                                               (.01)            -  

    Net income (loss)                                                                 $ (.01)         $  .11


Weighted average common shares outstanding                                             114.3           114.4

</TABLE>

[FN]
* NL Industries' chemicals operations, consolidated in 1995, were reported by
  the equity method in 1994.




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