VALHI INC /DE/
8-K, 1996-04-23
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 23, 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
             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 23, 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 April 23, 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

















               VALHI REPORTS FIRST QUARTER RESULTS


     DALLAS, TEXAS . . . April 23, 1996. . . Valhi, Inc. (NYSE: VHI) reported a
net loss of $5.7 million, or $.05 per share, for the first quarter of 1996.
Excluding a previously-announced charge of approximately $15 million after-tax
to close its New Mexico medium density fiberboard (`MDF'') plant, net income
for the first quarter was $9.0 million, or $.08 per share, compared to net
income of $12.4 million, or $.11 per share, in the first quarter of 1995.

     Chemicals earnings at 54%-owned NL Industries for the first quarter
approximated the year-ago period as lower operating income of NL's Kronos
titanium dioxide pigments (`TiO2'') business offset higher earnings of NL's
Rheox specialty chemicals business.  First quarter TiO2 sales volumes declined
11% from the record volumes of the first quarter of 1995 as slow economic
activity in markets where Kronos sells TiO2 contributed to continued soft demand
for the quarter.  While average TiO2 prices for the first quarter of 1996 were
5% higher than the first quarter of last year, average prices for the quarter
were 3% lower than the fourth quarter of 1995.  Rheox's sales prices and volumes




improved and its earnings were also aided by a gain related to the reduction of
certain U.S. employee pension benefits.

     Refined sugar sales and earnings improved 14% and 36%, respectively,
principally as a result of higher sales volumes.  Sugar volumes in the 1995
period were hampered by government-imposed marketing allotments which expired
September 30, 1995.  Building products results included Medite's $24 million
pre-tax plant closure charge and lower MDF selling prices.  Industry capacity
additions, particularly in Europe, and slow economic conditions in markets where
Medite sells MDF contributed to the lower average MDF prices, which were down
approximately 17% from the first quarter of last year and down 5% from the
fourth quarter of 1995.  In other operations, improved fast food earnings were
offset by lower hardware products earnings.

     NL Industries resumed dividend payments in the first quarter of 1996 and
minority interest in the 1996 period consists principally of NL dividends paid
to NL stockholders other than Valhi.

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

                            * * * * *


                  VALHI, INC. AND SUBSIDIARIES

                      SUMMARY OF OPERATIONS




                           (Unaudited)

             Quarters ended March 31, 1995 and 1996
            (In millions, except earnings per share)


<TABLE>
<CAPTION>
                                                         1995         1996
                                                         ----         ----

<S>                                                    <C>         <C>
NET SALES
  Chemicals                                            $250.9      $240.4
  Refined sugar                                         111.2       127.1
  Building products                                      58.6        46.5
  Other                                                  46.9        48.8
                                                       ------      ------


                                                       $467.6      $462.8
                                                       ======      ======

OPERATING INCOME
  Chemicals                                             $36.9       $36.6
  Refined sugar                                           6.4         8.7
  Building products *                                    10.3       (22.5)
  Other                                                   6.6         6.0
                                                       ------      ------


  TOTAL OPERATING INCOME                                 60.2        28.8




Equity in Waste Control Specialists                       -          (1.1)
General corporate items, net                             (3.5)       (4.1)
Interest expense                                        (32.8)      (30.2)
                                                       ------      ------


    Income (loss) before income taxes                    23.9        (6.6)
Income taxes (benefit)                                   11.2        (3.2)
Minority interest                                          .3         2.3
                                                       ------      ------


    NET INCOME (LOSS)                                  $ 12.4      $ (5.7)
                                                       ======      ======

NET INCOME (LOSS) PER COMMON SHARE                       $.11       $(.05)
                                                         ====       =====

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING              114.4       114.6
                                                        =====       =====

</TABLE>

[FN]
* Building products operating income in 1996 includes a $24 million charge
  related to the announced closure of Medite's New Mexico MDF plant.



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