UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                Pursuant to Section 13 OR 15(d) of the Securities
                              Exchange Act of 1934

              Date of Report (Date of the earliest event reported)
                                November 14, 2005
                                ----------------

                                   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, Texas                      75240-2697
---------------------------------------------                    ------------
  (Address of principal executive offices)                        (Zip Code)

               Registrant's telephone number, including area code
                                 (972) 233-1700
                                 --------------

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[   ]     Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

[   ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

[   ]     Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

[   ]     Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Item 4.02 Non-Reliance on Previously  Issued  Financial  Statements or a Related
          Audit Report or Completed Interim Review.


(a) On November 14, 2005, the Company and its audit committee concluded that the
Company  will file an Annual  Report on Form 10-K/A for its year ended  December
31, 2004 ("Form 10-K/A") to reflect the following:
     o    an increase to its total  stockholders'  equity of $48.8 million as of
          each of December  31, 2004,  December 31, 2003,  December 31, 2002 and
          December 31, 2001. Such $48.8 million net increase, which is comprised
          of a $131.7 million increase in retained  earnings and a $82.9 million
          decrease  in  accumulated  other   comprehensive   income  related  to
          marketable securities, relates to a prior period adjustment to correct
          the Company's  accounting for its investment in The Amalgamated  Sugar
          Company  LLC,  as more fully  described  below.  In  addition  to such
          adjustments to stockholders'  equity,  the effect of such prior period
          adjustment   results  in  a  $80.0  million   increase  in  noncurrent
          marketable  securities,  and a $31.2  million  increase in  noncurrent
          deferred income tax liabilities at each of such dates.
     o    A decrease in the Company's net income of $19.1  million,  or $.16 per
          diluted share, for the year ended December 31, 2003, and a decrease in
          the Company's net income of $6.8 million,  or $.05 per diluted  share,
          for the year ended  December  31,  2004,  in each case to correct  the
          Company's  accounting  for  its  pro-rata  share  of  the  income  tax
          liability   recognized   by  NL   Industries,   Inc.,   the  Company's
          majority-owned subsidiary, upon NL's distribution of certain shares of
          common stock of Kronos Worldwide, Inc. to NL's stockholders other than
          the Company.  The Company previously  accounted for its pro-rata share
          of such  income  taxes as a direct  reduction  of  equity  (additional
          paid-in   capital).   There  is  no  net   effect  to  the   Company's
          previously-reported  total  stockholders'  equity  as a result of this
          correction.

As a result of these  restatements  for the recognition of the items referred to
above,  the  Company's  previously  issued  consolidated   financial  statements
contained in its Annual Report on Form 10-K for the year ended December 31, 2004
filed on March 30, 2005 (the  "Original  Form 10-K")  should no longer be relied
upon.

With respect to the  restatement  related to the  Company's  accounting  for its
investment  in The  Amalgamated  Sugar Company LLC, as disclosed in the Original
Form 10-K, in January 1997 the Company  transferred control of the refined sugar
operations previously conducted by the Company's  wholly-owned  subsidiary,  The
Amalgamated Sugar Company,  to Snake River Sugar Company, an Oregon agricultural
cooperative  formed by  certain  sugarbeet  growers  in  Amalgamated's  areas of
operations.  Pursuant to the transaction,  Amalgamated contributed substantially
all of its net assets to the Amalgamated  Sugar Company LLC, a limited liability
company  controlled by Snake River,  on a  tax-deferred  basis in exchange for a
non-voting  ownership  interest  in the LLC.  The cost  basis of the net  assets
transferred by Amalgamated to the LLC was approximately $34 million.  As part of
such  transaction,  Snake River made  certain  loans to Valhi  aggregating  $250
million.  Such  loans  from  Snake  River are  collateralized  by the  Company's
interest in the LLC. Snake River's  sources of funds for its loans to Valhi,  as
well as for the $14 million it contributed to the LLC for its voting interest in
the LLC,  included  cash capital  contributions  by the grower  members of Snake
River and $180  million  in debt  financing  provided  by Valhi,  of which  $100
million  was  subsequently  repaid in 1997 when Snake  River  obtained  an equal
amount of third-party term loan financing.  After such  repayments,  $80 million
principal amount of Valhi's loans to Snake River have remained outstanding since
June 30, 1997 through December 31, 2004.

The  Company  and  Snake  River  share  in  distributions  from the LLC up to an
aggregate of $26.7 million per year (the "base" level),  with a preferential 95%
share going to the Company. To the extent the LLC's distributions are below this
base level in any given  year,  the Company is  entitled  to an  additional  95%
preferential  share of any future annual LLC distributions in excess of the base
level until such shortfall is recovered.  Under certain conditions,  the Company
is entitled to receive  additional cash  distributions from the LLC. The Company
may, at its option,  require the LLC to redeem the Company's interest in the LLC
beginning in 2012, and the LLC has the right to redeem the Company's interest in
the LLC beginning in 2027. The  redemption  price is generally $250 million plus
the amount of certain  undistributed  income  allocable to the  Company.  In the
event the Company requires the LLC to redeem the Company's  interest in the LLC,
Snake River has the right to  accelerate  the  maturity of and call Valhi's $250
million loans from Snake River.

The Company  reports the cash  distributions  received  from the LLC as dividend
income.  The amount of such future  distributions is dependent upon, among other
things,  the future  performance  of the LLC's  operations.  Because the Company
receives  preferential  distributions  from the LLC and has the right to require
the LLC to redeem its  interest in the LLC for a fixed and  determinable  amount
beginning  at a fixed  and  determinable  date,  the  Company  accounts  for its
investment in the LLC as a debt security at its estimated fair value.

In 1997 when the Company obtained its interest in the LLC, the Company concluded
that  the  earnings  process  with  respect  to  the  refined  sugar  operations
contributed by the Company to the LLC was not complete. Accordingly, the Company
did not recognize any gain in earnings.  The Company did treat its investment in
the LLC as equivalent to a SFAS No. 115 debt  security.  Thus, the excess of the
fair value of the  Company's  investment  in the LLC over the $34  million  cost
basis of such  investment was  recognized as a component of other  comprehensive
income, net of applicable deferred income taxes. In estimating the fair value of
the Company's interest in the LLC, the Company  considered,  among other things,
the  outstanding  balance  of  the  Company's  loans  to  Snake  River  and  the
outstanding  balance of the  Company's  loans from Snake River,  with the result
that the estimated  fair value of the Company's LLC  investment was deemed to be
$170 million ever since June 30, 1997. Under this accounting,  the Company would
have  reported a gain in earnings for financial  reporting  purposes at the time
its LLC interest was redeemed,  with a  corresponding  reduction in  accumulated
other income.

In connection  with  finalizing the  preparation  of the Company's  consolidated
financial  statements  for the quarter  ended  September  30, 2005,  the Company
re-evaluated  its  original  conclusions  regarding  how  it  accounts  for  its
investment in the LLC. As a result, the Company and its audit committee have now
concluded that a proper application of accounting  principles generally accepted
in the United States of America  ("GAAP") would have been to recognize a gain in
earnings in 1997 equal to the difference between $250 million (the fair value of
the  Company's  interest in the LLC) and the $34  million  cost basis of the net
assets  contributed  to the LLC, net of applicable  deferred  income taxes.  The
Company has concluded that this correction, which under GAAP is accounted for as
a prior  period  adjustment,  results in a  requirement  to amend the  Company's
consolidated  financial  statements  contained  in the Original  Form 10-K.  The
effect of this  correction  on the  Company's  December  31,  2004  consolidated
balance  sheet,  as contained in the Original  Form 10-K, is to (i) increase the
carrying  value of the  Company's  investment  in the LLC  (included  as part of
noncurrent  marketable  securities)  by $80 million,  (ii)  increase  noncurrent
deferred  income tax  liabilities  by $31.2  million  and (iii)  increase  total
stockholders'  equity by $48.8 million  (with  retained  earnings  increasing by
$131.7 million and accumulated other comprehensive  income related to marketable
securities  decreasing by $82.9  million).  A similar  balance sheet  adjustment
would be applicable to Valhi's  consolidated  balance sheet at December 31, 2003
included in the Original Form 10-K, and a similar adjustment would be applicable
to Valhi's  total  stockholders'  equity at December  31, 2002 and  December 31,
2001, in each case as they were reflected in Valhi's  consolidated  statement of
stockholders'  equity  contained in the Original  Form 10-K.  Under this revised
accounting,  the Company  would not be expected to report a gain in earnings for
financial  reporting purposes at the time its LLC interest was redeemed,  as the
redemption  price of $250 million is expected to equal the carrying value of its
investment in the LLC at the time of redemption.


With respect to the second item discussed  above, the Company has concluded that
its net income was misstated by $19.1 million,  or $.16 per diluted  share,  for
the year ended December 31, 2003 and by $6.8 million, or $.05 per diluted share,
for the year  ended  December  31,  2004,  in each  case as they  relate  to the
Company's  accounting  for its pro-rata share of NL's provision for income taxes
related  to  shares  of  common  stock  of  Kronos  that  NL  distributed  to it
shareholders  other than the  Company,  as  required  by GAAP as provided by the
guidance contained in SFAS No. 109, Accounting for Income Taxes. The Company and
its audit committee have concluded that the Company had failed to properly apply
the guidance contained in SFAS No. 109 in so far as it related to the income tax
effect of such shares of Kronos distributed by NL to its shareholders other than
the Company.  The Company  previously  accounted for its pro-rata  share of such
income taxes as a direct reduction of equity (additional  paid-in capital).  The
Company has now concluded  that such income taxes should have been accounted for
in the determination of net income, as required by the guidance of SFAS No. 109,
Accounting  for Income Taxes.  The Company has concluded  that this  correction,
which under GAAP is also accounted for as a prior period adjustment,  results in
a requirement to further amend the Company's  consolidated  financial statements
contained in the Original Form 10-K.

These adjustments became known to the Company in connection with the preparation
of its  consolidated  financial  statements for the quarter ended  September 30,
2005.

Attached  hereto  as  Exhibit  99.1  are  the  Company's   unaudited   condensed
consolidated  balance  sheet as of December 31, 2004 and December 31, 2003,  and
selected  unaudited  consolidated  statements of income,  comprehensive  income,
stockholders'  equity and cash flow data for the years ended  December  31, 2003
and December 31, 2004, reflecting (i) balances as reflected in the Original Form
10-K,  (ii)  adjustments  to reflect the  aggregate  effect of the  restatements
discussed above and (ii) balances,  as restated to reflect the aggregate  effect
of the restatements.

The  guidance  set  forth  in  Auditing  Standard  No. 2 of the  Public  Company
Accounting  Oversight  Board  states  that a  restatement  of  previously-issued
financial  statements  to reflect the  correction  of a  misstatement  should be
regarded as at least a significant  control deficiency and as a strong indicator
that a material weakness in internal control over financial  reporting exists. A
material  weakness  is  a  control  deficiency,  or  a  combination  of  control
deficiencies  that  results  in more than a remote  likelihood  that a  material
misstatement of the annual or interim financial statements will not be prevented
or detected.

In the Original Form 10-K,  management of the Company previously  concluded that
the Company maintained effective internal control over financial reporting as of
December 31, 2004. In connection with the restatement  related to the accounting
for income  taxes  related  to the  Company's  pro-rata  share of the income tax
liability  recognized by NL upon NL's  distribution  of certain shares of common
stock of Kronos to NL's stockholders  other than the Company,  management of the
Company has now concluded that a material  weakness existed at December 31, 2004
that  precludes  the Company  from  concluding  that its  internal  control over
financial  reporting  was  effective  as of such date.  Therefore,  management's
previous conclusion that it maintained effective internal control over financial
reporting as of such date, as reported in Item 9A of the Original Form 10-K, can
no longer be relied  upon and will be restated  when the Company  files the Form
10-K/A. In such Form 10-K/A,  the Company will conclude that it did not maintain
effective controls  surrounding the proper application of GAAP as they relate to
the accounting for the income tax effect related to NL's  distribution of shares
of common  stock of  Kronos in the  preparation  of the  Company's  consolidated
financial  statements.  Specifically,  the  Company did not  maintain  effective
controls to accurately classify within its consolidated financial statements the
Company's  pro-rata  share of the income tax incurred by NL with respect to NL's
distribution of shares of common stock of Kronos.  This  deficiency  resulted in
the  requirement  to  restate  the  Company's  annual   consolidated   financial
statements for 2004 and 2003 as well as affected interim  periods.  This control
deficiency  could result in the  misstatement of the provision for income taxes,
minority interest and additional paid-in capital that would result in a material
misstatement  to the annual or interim  financial  statements  that would not be
prevented  or detected.  Accordingly,  management  determined  that this control
deficiency represents a material weakness.

In order to remediate the material weakness, the Company will institute enhanced
procedures in the fourth quarter of 2005,  designed to be performed each quarter
in  connection  with the  Company's  preparation  and  review  of its  quarterly
provision  for income taxes.  The procedure  will help ensure that GAAP has been
appropriately  applied with respect to the  accurate  classification  within the
consolidated  financial statements of income taxes arising from the distribution
of shares of common stock of a subsidiary and/or equity method investee or other
non-cash  assets  by  the  Company.   Such  enhanced   procedures  will  include
preparation of a written  accounting and income tax quarter-end  close procedure
related to the proper  classification  of such income taxes, and the addition of
an  item  on the  applicable  quarterly  close  checklist  to  ensure  that  the
appropriate  level of personnel  have reviewed such  quarter-end  procedures and
concluded  that any  applicable  provision  for income  taxes has been  properly
classified within the consolidated financial statements.

However,  in connection  with the expected  filing of the Form 10-K/A,  and with
respect to the restatement  related to the Company's  investment in the LLC, the
Company  has  determined  that  its  previous  conclusion,  as  reported  in the
Company's  Management  Report  on  Internal  Control  Over  Financial  Reporting
contained in Item 9A of the Original  Form 10-K,  that it  maintained  effective
internal  control over  financial  reporting  as of December 31, 2004,  is still
applicable.  In coming to this conclusion,  management  considered,  among other
things, the restatement  discussed above and the guidance contained in the SEC's
Staff Accounting Bulletin ("SAB") No. 99,  Materiality,  paragraphs 36 and 37 of
Accounting Principles Board Opinion ("APBO") No. 20 and paragraph 29 of APBO No.
28. The Company also considered, by analogy, the guidance contained in the SEC's
SAB  Topic  5-F,   Accounting   Changes   Not   Retroactively   Applied  Due  to
Immateriality.  Because (i) the restatement  adjustments did not have a material
impact to the  financial  statements  of prior annual  periods  presented in the
Original  Form  10-K  or to  the  financial  statements  of any  interim  period
presented in the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2005 and June 30, 2005 (the "Interim Form 10-Q's"),  taken as a whole,
(ii) the impact of the restatement adjustments did not have a material impact on
the  Company's  consolidated  stockholders'  equity  as  of  any  annual  period
presented in the Original Form 10-K or as of any interim period presented in the
Interim   Form   10-Q's  and  (iii)  the   Company   decided   to  restate   its
previously-issued  consolidated  financial statements in part because the impact
of the adjustment  which the Company  concuded should have been reported as part
of 1997's  consolidated  net income,  if recorded in the consolidated net income
during the 2005 interim period in which the adjustment became known,  would have
been material to such 2005 interim period's  reported net income,  management of
the Company  concluded  that this  control  deficiency,  individually  or in the
aggregate when considereed with other control deficiencies,  does not constitute
a material weakness in internal control over financial reporting.

As  management of the Company  completes the Forms 10-K/A for matters  described
herein,  additional  control  deficiencies  may be identified that could require
disclosures.

The  Company's  management  and  audit  committee  have  discussed  the  matters
disclosed  in this Form 8-K with the  Company's  independent  registered  public
accounting firm, PricewaterhouseCoopers LLP.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

          Item No.                Exhibit Index
         ---------              ----------------------------------------

           99.1*              Unaudited Condensed Consolidated Balance Sheets as
                              of December 31, 2004 and  December  31, 2003,  and
                              selected  unaudited  consolidated   statements  of
                              income, comprehensive income, stockholders' equity
                              and cash flow data for the  years  ended  December
                              31, 2003 and December 31, 2004.

-----------
*  Filed herewith.




<PAGE>



                                    SIGNATURE


     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/ Gregory M. Swalwell
                                         ----------------------------
                                         Gregory M. Swalwell
                                         Vice President and Controller



Date:  November 14, 2005


<PAGE>


                                INDEX TO EXHIBITS


Exhibit No.                                      Description
-----------                   --------------------------------------------------

   99.1                       Unaudited Condensed Consolidated Balance Sheets as
                              of 31, 2004 and December  31,  2003,  and selected
                              unaudited   consolidated   statements  of  income,
                              comprehensive  income,  stockholders'  equity  and
                              cash flow data for the years  ended  December  31,
                              2003 and December 31, 2004. .
[{"type": "8-K", "sequence": "1", "filename": "vhi8k0905q.txt", "secsgml_size_bytes": 22642}]
{"company-data": {"conformed-name": "VALHI INC /DE/", "cik": "0000059255", "assigned-sic": "2810", "irs-number": "870110150", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-48391", "film-number": "051204277"}, "business-address": {"street1": "5430 LBJ FRWY", "street2": "STE 1700", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "9722331700"}, "mail-address": {"street1": "THREE LINCOLN CENTER", "street2": "5430 LBJ FREEWAY SUITE 1700", "city": "DALLAS", "state": "TX", "zip": "75240"}, "former-company": [{"former-conformed-name": "LLC CORP", "date-changed": "19870329"}, {"former-conformed-name": "LIBERTY LOAN CORP", "date-changed": "19800414"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                Pursuant to Section 13 OR 15(d) of the Securities
                              Exchange Act of 1934

              Date of Report (Date of the earliest event reported)
                                November 14, 2005
                                ----------------

                                   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, Texas                      75240-2697
---------------------------------------------                    ------------
  (Address of principal executive offices)                        (Zip Code)

               Registrant's telephone number, including area code
                                 (972) 233-1700
                                 --------------

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[   ]     Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

[   ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

[   ]     Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

[   ]     Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance on Previously  Issued  Financial  Statements or a Related
          Audit Report or Completed Interim Review.

(a) On November 14, 2005, the Company and its audit committee concluded that the
Company  will file an Annual  Report on Form 10-K/A for its year ended  December
31, 2004 ("Form 10-K/A") to reflect the following:
     o    an increase to its total  stockholders'  equity of $48.8 million as of
          each of December  31, 2004,  December 31, 2003,  December 31, 2002 and
          December 31, 2001. Such $48.8 million net increase, which is comprised
          of a $131.7 million increase in retained  earnings and a $82.9 million
          decrease  in  accumulated  other   comprehensive   income  related  to
          marketable securities, relates to a prior period adjustment to correct
          the Company's  accounting for its investment in The Amalgamated  Sugar
          Company  LLC,  as more fully  described  below.  In  addition  to such
          adjustments to stockholders'  equity,  the effect of such prior period
          adjustment   results  in  a  $80.0  million   increase  in  noncurrent
          marketable  securities,  and a $31.2  million  increase in  noncurrent
          deferred income tax liabilities at each of such dates.
     o    A decrease in the Company's net income of $19.1  million,  or $.16 per
          diluted share, for the year ended December 31, 2003, and a decrease in
          the Company's net income of $6.8 million,  or $.05 per diluted  share,
          for the year ended  December  31,  2004,  in each case to correct  the
          Company's  accounting  for  its  pro-rata  share  of  the  income  tax
          liability   recognized   by  NL   Industries,   Inc.,   the  Company's
          majority-owned subsidiary, upon NL's distribution of certain shares of
          common stock of Kronos Worldwide, Inc. to NL's stockholders other than
          the Company.  The Company previously  accounted for its pro-rata share
          of such  income  taxes as a direct  reduction  of  equity  (additional
          paid-in   capital).   There  is  no  net   effect  to  the   Company's
          previously-reported  total  stockholders'  equity  as a result of this
          correction.

As a result of these  restatements  for the recognition of the items referred to
above,  the  Company's  previously  issued  consolidated   financial  statements
contained in its Annual Report on Form 10-K for the year ended December 31, 2004
filed on March 30, 2005 (the  "Original  Form 10-K")  should no longer be relied
upon.

With respect to the  restatement  related to the  Company's  accounting  for its
investment  in The  Amalgamated  Sugar Company LLC, as disclosed in the Original
Form 10-K, in January 1997 the Company  transferred control of the refined sugar
operations previously conducted by the Company's  wholly-owned  subsidiary,  The
Amalgamated Sugar Company,  to Snake River Sugar Company, an Oregon agricultural
cooperative  formed by  certain  sugarbeet  growers  in  Amalgamated's  areas of
operations.  Pursuant to the transaction,  Amalgamated contributed substantially
all of its net assets to the Amalgamated  Sugar Company LLC, a limited liability
company  controlled by Snake River,  on a  tax-deferred  basis in exchange for a
non-voting  ownership  interest  in the LLC.  The cost  basis of the net  assets
transferred by Amalgamated to the LLC was approximately $34 million.  As part of
such  transaction,  Snake River made  certain  loans to Valhi  aggregating  $250
million.  Such  loans  from  Snake  River are  collateralized  by the  Company's
interest in the LLC. Snake River's  sources of funds for its loans to Valhi,  as
well as for the $14 million it contributed to the LLC for its voting interest in
the LLC,  included  cash capital  contributions  by the grower  members of Snake
River and $180  million  in debt  financing  provided  by Valhi,  of which  $100
million  was  subsequently  repaid in 1997 when Snake  River  obtained  an equal
amount of third-party term loan financing.  After such  repayments,  $80 million
principal amount of Valhi's loans to Snake River have remained outstanding since
June 30, 1997 through December 31, 2004.

The  Company  and  Snake  River  share  in  distributions  from the LLC up to an
aggregate of $26.7 million per year (the "base" level),  with a preferential 95%
share going to the Company. To the extent the LLC's distributions are below this
base level in any given  year,  the Company is  entitled  to an  additional  95%
preferential  share of any future annual LLC distributions in excess of the base
level until such shortfall is recovered.  Under certain conditions,  the Company
is entitled to receive  additional cash  distributions from the LLC. The Company
may, at its option,  require the LLC to redeem the Company's interest in the LLC
beginning in 2012, and the LLC has the right to redeem the Company's interest in
the LLC beginning in 2027. The  redemption  price is generally $250 million plus
the amount of certain  undistributed  income  allocable to the  Company.  In the
event the Company requires the LLC to redeem the Company's  interest in the LLC,
Snake River has the right to  accelerate  the  maturity of and call Valhi's $250
million loans from Snake River.

The Company  reports the cash  distributions  received  from the LLC as dividend
income.  The amount of such future  distributions is dependent upon, among other
things,  the future  performance  of the LLC's  operations.  Because the Company
receives  preferential  distributions  from the LLC and has the right to require
the LLC to redeem its  interest in the LLC for a fixed and  determinable  amount
beginning  at a fixed  and  determinable  date,  the  Company  accounts  for its
investment in the LLC as a debt security at its estimated fair value.

In 1997 when the Company obtained its interest in the LLC, the Company concluded
that  the  earnings  process  with  respect  to  the  refined  sugar  operations
contributed by the Company to the LLC was not complete. Accordingly, the Company
did not recognize any gain in earnings.  The Company did treat its investment in
the LLC as equivalent to a SFAS No. 115 debt  security.  Thus, the excess of the
fair value of the  Company's  investment  in the LLC over the $34  million  cost
basis of such  investment was  recognized as a component of other  comprehensive
income, net of applicable deferred income taxes. In estimating the fair value of
the Company's interest in the LLC, the Company  considered,  among other things,
the  outstanding  balance  of  the  Company's  loans  to  Snake  River  and  the
outstanding  balance of the  Company's  loans from Snake River,  with the result
that the estimated  fair value of the Company's LLC  investment was deemed to be
$170 million ever since June 30, 1997. Under this accounting,  the Company would
have  reported a gain in earnings for financial  reporting  purposes at the time
its LLC interest was redeemed,  with a  corresponding  reduction in  accumulated
other income.

In connection  with  finalizing the  preparation  of the Company's  consolidated
financial  statements  for the quarter  ended  September  30, 2005,  the Company
re-evaluated  its  original  conclusions  regarding  how  it  accounts  for  its
investment in the LLC. As a result, the Company and its audit committee have now
concluded that a proper application of accounting  principles generally accepted
in the United States of America  ("GAAP") would have been to recognize a gain in
earnings in 1997 equal to the difference between $250 million (the fair value of
the  Company's  interest in the LLC) and the $34  million  cost basis of the net
assets  contributed  to the LLC, net of applicable  deferred  income taxes.  The
Company has concluded that this correction, which under GAAP is accounted for as
a prior  period  adjustment,  results in a  requirement  to amend the  Company's
consolidated  financial  statements  contained  in the Original  Form 10-K.  The
effect of this  correction  on the  Company's  December  31,  2004  consolidated
balance  sheet,  as contained in the Original  Form 10-K, is to (i) increase the
carrying  value of the  Company's  investment  in the LLC  (included  as part of
noncurrent  marketable  securities)  by $80 million,  (ii)  increase  noncurrent
deferred  income tax  liabilities  by $31.2  million  and (iii)  increase  total
stockholders'  equity by $48.8 million  (with  retained  earnings  increasing by
$131.7 million and accumulated other comprehensive  income related to marketable
securities  decreasing by $82.9  million).  A similar  balance sheet  adjustment
would be applicable to Valhi's  consolidated  balance sheet at December 31, 2003
included in the Original Form 10-K, and a similar adjustment would be applicable
to Valhi's  total  stockholders'  equity at December  31, 2002 and  December 31,
2001, in each case as they were reflected in Valhi's  consolidated  statement of
stockholders'  equity  contained in the Original  Form 10-K.  Under this revised
accounting,  the Company  would not be expected to report a gain in earnings for
financial  reporting purposes at the time its LLC interest was redeemed,  as the
redemption  price of $250 million is expected to equal the carrying value of its
investment in the LLC at the time of redemption.

With respect to the second item discussed  above, the Company has concluded that
its net income was misstated by $19.1 million,  or $.16 per diluted  share,  for
the year ended December 31, 2003 and by $6.8 million, or $.05 per diluted share,
for the year  ended  December  31,  2004,  in each  case as they  relate  to the
Company's  accounting  for its pro-rata share of NL's provision for income taxes
related  to  shares  of  common  stock  of  Kronos  that  NL  distributed  to it
shareholders  other than the  Company,  as  required  by GAAP as provided by the
guidance contained in SFAS No. 109, Accounting for Income Taxes. The Company and
its audit committee have concluded that the Company had failed to properly apply
the guidance contained in SFAS No. 109 in so far as it related to the income tax
effect of such shares of Kronos distributed by NL to its shareholders other than
the Company.  The Company  previously  accounted for its pro-rata  share of such
income taxes as a direct reduction of equity (additional  paid-in capital).  The
Company has now concluded  that such income taxes should have been accounted for
in the determination of net income, as required by the guidance of SFAS No. 109,
Accounting  for Income Taxes.  The Company has concluded  that this  correction,
which under GAAP is also accounted for as a prior period adjustment,  results in
a requirement to further amend the Company's  consolidated  financial statements
contained in the Original Form 10-K.

These adjustments became known to the Company in connection with the preparation
of its  consolidated  financial  statements for the quarter ended  September 30,
2005.

Attached  hereto  as  Exhibit  99.1  are  the  Company's   unaudited   condensed
consolidated  balance  sheet as of December 31, 2004 and December 31, 2003,  and
selected  unaudited  consolidated  statements of income,  comprehensive  income,
stockholders'  equity and cash flow data for the years ended  December  31, 2003
and December 31, 2004, reflecting (i) balances as reflected in the Original Form
10-K,  (ii)  adjustments  to reflect the  aggregate  effect of the  restatements
discussed above and (ii) balances,  as restated to reflect the aggregate  effect
of the restatements.

The  guidance  set  forth  in  Auditing  Standard  No. 2 of the  Public  Company
Accounting  Oversight  Board  states  that a  restatement  of  previously-issued
financial  statements  to reflect the  correction  of a  misstatement  should be
regarded as at least a significant  control deficiency and as a strong indicator
that a material weakness in internal control over financial  reporting exists. A
material  weakness  is  a  control  deficiency,  or  a  combination  of  control
deficiencies  that  results  in more than a remote  likelihood  that a  material
misstatement of the annual or interim financial statements will not be prevented
or detected.

In the Original Form 10-K,  management of the Company previously  concluded that
the Company maintained effective internal control over financial reporting as of
December 31, 2004. In connection with the restatement  related to the accounting
for income  taxes  related  to the  Company's  pro-rata  share of the income tax
liability  recognized by NL upon NL's  distribution  of certain shares of common
stock of Kronos to NL's stockholders  other than the Company,  management of the
Company has now concluded that a material  weakness existed at December 31, 2004
that  precludes  the Company  from  concluding  that its  internal  control over
financial  reporting  was  effective  as of such date.  Therefore,  management's
previous conclusion that it maintained effective internal control over financial
reporting as of such date, as reported in Item 9A of the Original Form 10-K, can
no longer be relied  upon and will be restated  when the Company  files the Form
10-K/A. In such Form 10-K/A,  the Company will conclude that it did not maintain
effective controls  surrounding the proper application of GAAP as they relate to
the accounting for the income tax effect related to NL's  distribution of shares
of common  stock of  Kronos in the  preparation  of the  Company's  consolidated
financial  statements.  Specifically,  the  Company did not  maintain  effective
controls to accurately classify within its consolidated financial statements the
Company's  pro-rata  share of the income tax incurred by NL with respect to NL's
distribution of shares of common stock of Kronos.  This  deficiency  resulted in
the  requirement  to  restate  the  Company's  annual   consolidated   financial
statements for 2004 and 2003 as well as affected interim  periods.  This control
deficiency  could result in the  misstatement of the provision for income taxes,
minority interest and additional paid-in capital that would result in a material
misstatement  to the annual or interim  financial  statements  that would not be
prevented  or detected.  Accordingly,  management  determined  that this control
deficiency represents a material weakness.

In order to remediate the material weakness, the Company will institute enhanced
procedures in the fourth quarter of 2005,  designed to be performed each quarter
in  connection  with the  Company's  preparation  and  review  of its  quarterly
provision  for income taxes.  The procedure  will help ensure that GAAP has been
appropriately  applied with respect to the  accurate  classification  within the
consolidated  financial statements of income taxes arising from the distribution
of shares of common stock of a subsidiary and/or equity method investee or other
non-cash  assets  by  the  Company.   Such  enhanced   procedures  will  include
preparation of a written  accounting and income tax quarter-end  close procedure
related to the proper  classification  of such income taxes, and the addition of
an  item  on the  applicable  quarterly  close  checklist  to  ensure  that  the
appropriate  level of personnel  have reviewed such  quarter-end  procedures and
concluded  that any  applicable  provision  for income  taxes has been  properly
classified within the consolidated financial statements.

However,  in connection  with the expected  filing of the Form 10-K/A,  and with
respect to the restatement  related to the Company's  investment in the LLC, the
Company  has  determined  that  its  previous  conclusion,  as  reported  in the
Company's  Management  Report  on  Internal  Control  Over  Financial  Reporting
contained in Item 9A of the Original  Form 10-K,  that it  maintained  effective
internal  control over  financial  reporting  as of December 31, 2004,  is still
applicable.  In coming to this conclusion,  management  considered,  among other
things, the restatement  discussed above and the guidance contained in the SEC's
Staff Accounting Bulletin ("SAB") No. 99,  Materiality,  paragraphs 36 and 37 of
Accounting Principles Board Opinion ("APBO") No. 20 and paragraph 29 of APBO No.
28. The Company also considered, by analogy, the guidance contained in the SEC's
SAB  Topic  5-F,   Accounting   Changes   Not   Retroactively   Applied  Due  to
Immateriality.  Because (i) the restatement  adjustments did not have a material
impact to the  financial  statements  of prior annual  periods  presented in the
Original  Form  10-K  or to  the  financial  statements  of any  interim  period
presented in the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2005 and June 30, 2005 (the "Interim Form 10-Q's"),  taken as a whole,
(ii) the impact of the restatement adjustments did not have a material impact on
the  Company's  consolidated  stockholders'  equity  as  of  any  annual  period
presented in the Original Form 10-K or as of any interim period presented in the
Interim   Form   10-Q's  and  (iii)  the   Company   decided   to  restate   its
previously-issued  consolidated  financial statements in part because the impact
of the adjustment  which the Company  concuded should have been reported as part
of 1997's  consolidated  net income,  if recorded in the consolidated net income
during the 2005 interim period in which the adjustment became known,  would have
been material to such 2005 interim period's  reported net income,  management of
the Company  concluded  that this  control  deficiency,  individually  or in the
aggregate when considereed with other control deficiencies,  does not constitute
a material weakness in internal control over financial reporting.

As  management of the Company  completes the Forms 10-K/A for matters  described
herein,  additional  control  deficiencies  may be identified that could require
disclosures.

The  Company's  management  and  audit  committee  have  discussed  the  matters
disclosed  in this Form 8-K with the  Company's  independent  registered  public
accounting firm, PricewaterhouseCoopers LLP.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

          Item No.                Exhibit Index
         ---------              ----------------------------------------

           99.1*              Unaudited Condensed Consolidated Balance Sheets as
                              of December 31, 2004 and  December  31, 2003,  and
                              selected  unaudited  consolidated   statements  of
                              income, comprehensive income, stockholders' equity
                              and cash flow data for the  years  ended  December
                              31, 2003 and December 31, 2004.

-----------
*  Filed herewith.
SIGNATURE

     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/ Gregory M. Swalwell
                                         ----------------------------
                                         Gregory M. Swalwell
                                         Vice President and Controller

Date:  November 14, 2005
INDEX TO EXHIBITS

Exhibit No.                                      Description
-----------                   --------------------------------------------------

   99.1                       Unaudited Condensed Consolidated Balance Sheets as
                              of 31, 2004 and December  31,  2003,  and selected
                              unaudited   consolidated   statements  of  income,
                              comprehensive  income,  stockholders'  equity  and
                              cash flow data for the years  ended  December  31,
                              2003 and December 31, 2004. .