VALCOR INC
8-K, 1997-03-21
PREFABRICATED WOOD BLDGS & COMPONENTS
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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

                                 March 20, 1997

                (Date of Report, date of earliest event reported)


                                  VALCOR, INC.

             (Exact name of Registrant as specified in its charter)
                Delaware         33-63044           74-2678674

             (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 March 20, 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 March 20, 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.



                                 VALCOR, INC.
                                 (Registrant)



                                 By:/s/ Steven L. Watson
                                 Steven L. Watson
                                 Vice President & Secretary


Date:  March 20, 1997



                                VALCOR, INC.

                                PRESS RELEASE


FOR IMMEDIATE RELEASE:                       CONTACT:

VALCOR, INC.                                 STEVEN L. WATSON
THREE LINCOLN CENTRE                         VICE PRESIDENT
5430 LBJ FREEWAY , SUITE 1700                VALCOR, INC.
DALLAS, TEXAS  75240-2697                    (972) 233-1700
(972) 233-1700
                                             JEANNE M. CARR
                                             SENIOR VICE PRESIDENT
                                             MACKENZIE PARTNERS, INC.
                                             (212) 929-5500


                  VALCOR  ANNOUNCES  TENDER  OFFER  FOR  NOTES

     Dallas, Texas . . . March 20, 1997 . . . Valcor, Inc., a wholly owned
subsidiary of Valhi, Inc. (NYSE:VHI), has commenced an offer to purchase on a
pro rata basis up to $86.7 million principal amount of Valcor's 9 5/8% Senior
Notes due 2003 for a cash purchase price equal to 100% of the principal amount
plus accrued and unpaid interest to the date of purchase.

     The Company is making the offer in order to satisfy the terms of an
"Excess Proceeds Offer" set forth in the Indenture governing the 9 5/8% Senior
Notes.  The total offer amount of $86.7 million equals the net available cash
resulting from the sale of substantially all of the assets of Medite
Corporation, the Company's wholly owned building products subsidiary.

     The offer will expire at 5:00 p.m. (Dallas, Texas time) on Thursday,
April 24, 1997, unless extended.

     The information agent for the offer is MacKenzie Partners, Inc.  The
information agent's address is 156 Fifth Avenue, New York, New York 10010 and
telephone numbers are (800) 322-3885 (toll free) or (212) 929-5500 (call
collect).

     The Company is mailing copies of the Offer to Purchase dated March 20, 1997
and related letter of transmittal to all holders of the 9 5/8% Senior Notes. 
In addition, copies may be obtained from the information agent.



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