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



                                  July 26, 2002
                (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)



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



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


<PAGE>


Item 5:        Other Events

         On July  26,  2002,  the  registrant  sent a  letter  to the  board  of
directors of Tremont Corporation, a Delaware corporation ("Tremont"),  proposing
(the  "Proposal")  a merger of the  registrant  and  Tremont  pursuant  to which
stockholders of Tremont, other than the registrant,  would receive between 2 and
2.5 shares of the registrant's common stock, par value $0.01 per share, for each
outstanding share of Tremont common stock held. A copy of the letter is attached
hereto as Exhibit 99.1 and incorporated  herein by reference.  On July 26, 2002,
the registrant  issued a press release  announcing  the Proposal.  A copy of the
press  release is attached  hereto as Exhibit  99.2 and  incorporated  herein by
reference.

         There is no assurance that any  transaction  will be consummated  under
the terms of the Proposal or otherwise.

         Tremont Group, Inc., a Delaware corporation ("TGI"), Tremont Holdings,
LLC, a Delaware limited liability  company ("TRE Holdings"),  and the registrant
are the direct holders of approximately 80.0%, 0.1% and 0.1%,  respectively,  of
the outstanding  shares of Tremont common stock. The registrant and TRE Holdings
are the  direct  holders  of 80.0% and 20.0%,  respectively  of the  outstanding
common stock of TGI. NL Industries,  Inc., a New Jersey  corporation  ("NL"), is
the sole  member of TRE  Holdings.  The  registrant  and  Tremont are the direct
holders of  approximately  61.7% and  20.9%,  respectively,  of the  outstanding
common stock of NL.

Item 7:  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)  Exhibit

              Item No.          Exhibit Index
              ----------        ----------------------------------------
              99.1              Letter dated July 26, 2002 from Valhi, Inc. to
                                the board of directors of Tremont Corporation

              99.2              Press release dated July 26, 2002 issued by
                                Valhi, Inc.



<PAGE>


                                   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/ Bobby D. O'Brien
                                                           --------------------
                                                           Bobby D. O'Brien
                                                           Vice President




Date:  July 29, 2002
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{"company-data": {"conformed-name": "VALHI INC /DE/", "cik": "0000059255", "assigned-sic": "2060", "irs-number": "870110150", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05467", "film-number": "02712696"}, "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": "LIBERTY LOAN CORP", "date-changed": "19800414"}, {"former-conformed-name": "LLC CORP", "date-changed": "19870329"}]}
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

                                  July 26, 2002
                (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)

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

             (Former name or address, if changed since last report)
Item 5:        Other Events

         On July  26,  2002,  the  registrant  sent a  letter  to the  board  of
directors of Tremont Corporation, a Delaware corporation ("Tremont"),  proposing
(the  "Proposal")  a merger of the  registrant  and  Tremont  pursuant  to which
stockholders of Tremont, other than the registrant,  would receive between 2 and
2.5 shares of the registrant's common stock, par value $0.01 per share, for each
outstanding share of Tremont common stock held. A copy of the letter is attached
hereto as Exhibit 99.1 and incorporated  herein by reference.  On July 26, 2002,
the registrant  issued a press release  announcing  the Proposal.  A copy of the
press  release is attached  hereto as Exhibit  99.2 and  incorporated  herein by
reference.

         There is no assurance that any  transaction  will be consummated  under
the terms of the Proposal or otherwise.

         Tremont Group, Inc., a Delaware corporation ("TGI"), Tremont Holdings,
LLC, a Delaware limited liability  company ("TRE Holdings"),  and the registrant
are the direct holders of approximately 80.0%, 0.1% and 0.1%,  respectively,  of
the outstanding  shares of Tremont common stock. The registrant and TRE Holdings
are the  direct  holders  of 80.0% and 20.0%,  respectively  of the  outstanding
common stock of TGI. NL Industries,  Inc., a New Jersey  corporation  ("NL"), is
the sole  member of TRE  Holdings.  The  registrant  and  Tremont are the direct
holders of  approximately  61.7% and  20.9%,  respectively,  of the  outstanding
common stock of NL.

Item 7:  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)  Exhibit

              Item No.          Exhibit Index
              ----------        ----------------------------------------
              99.1              Letter dated July 26, 2002 from Valhi, Inc. to
                                the board of directors of Tremont Corporation

              99.2              Press release dated July 26, 2002 issued by
                                Valhi, Inc.
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/ Bobby D. O'Brien
                                                           --------------------
                                                           Bobby D. O'Brien
                                                           Vice President

Date:  July 29, 2002