VALHI INC /DE/
8-K, 1996-11-01
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



                                October 31, 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
              jurisdication 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)


               (Former name or address, if changed since last report)



          Item 5: Other Events
                  ------------


                  On October 31,  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 October 31, 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:  October 31, 1996
                 ----------------



      [COMPANY LOGO]

                VALHI, INC. COMPLETES SALE OF MEDITE TIMBERLANDS

           Dallas, Texas ... October 31, 1996 ... Valhi, Inc. (NYSE:VHI)
      announced that it has completed the previously announced sale of
      approximately 170,000 acres of Oregon timber and timberlands to
      Rogue Resources, LLC, an Oregon based partnership of forest
      product operators, for approximately $118 million in cash
      proceeds.  The timber and timberlands are 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.  Medite used approximately $53 million of the proceeds to
      pay down Medite bank debt in the U.S., and the balance is
      available for general corporate purposes.

           The previously announced sale of substantially all of the
      balance of Valhi's buildings products business to Sierra Pine, a
      California limited partnership, for the sale of Medite's Medford,
      Oregon medium density fiberboard manufacturing facility and
      Willamette Industries, Inc. (NASDAQ:WMTT) for the sale of Medite's
      Irish medium density fiberboard operations, respectively, are
      expected to close by the end of 1996.

           Valhi, Inc. is a major producer of titanium dioxide pigments,
      refined sugar and other products.



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