VALHI INC /DE/
8-K, 1996-11-21
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


                               November 20, 1996
              ----------------------------------------------------
               (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 No.)
           incorporation)


             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 November 20,  1996, 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 November 20, 1996
                            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:    November 21, 1996




[COMPANY LOGO]


      FOR IMMEDIATE RELEASE:                          CONTACT:

      VALHI, INC.                             JOSEPH S. COMPOFELICE
      THREE LINCOLN CENTRE                    EXECUTIVE VICE PRESIDENT
      5430 LBJ FREEWAY                        (713) 423-3303
      DALLAS, TEXAS   75240-2697
      (972)  233-1700




                 VALHI, INC. COMPLETES SALE OF IRISH OPERATIONS

           Dallas, Texas ... November 20, 1996 ... Valhi, Inc.
      (NYSE:VHI) announced that it has completed the previously
      announced sale of its Irish medium density fiberboard operations
      to Willamette Industries, Inc. (NASDAQ:WMTT) for $61.5 million in
      cash proceeds, plus the assumption by Willamette of approximately
      $21 million of Irish bank 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.

           Valhi closed on October 30, 1996 the previously announced
      sale of Medite's Oregon timber and timberlands to Rogue Resources
      LLC, an Oregon based partnership of forest operators, for
      approximately $118 million in cash proceeds, $53 million of which
      was used to pay down Medite U.S. bank debt.

           The previously announced sale of Medite's medium density
      fiberboard manufacturing facility, and veneer and sawmill
      facilities located in Medford, Oregon and the surrounding area, to
      Sierra Pine, a California limited partnership, continues to be
      subject to the negotiation of a definitive agreement.  Upon
      consummation of the sale of the Medford, Oregon medium density
      fiberboard facility, Valhi will have sold substantially all of its
      building products business.  No assurance can be given that the
      sale of the Oregon facilities will be completed.

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



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