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



                                November 15, 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

     As previously  reported,  Valhi, Inc. (the "Company")  adopted Statement of
Financial  Accounting  Standards  ("SFAS") No. 142,  effective  January 1, 2002.
Under SFAS No. 142,  goodwill,  including  goodwill  arising from the difference
between the cost of an  investment  accounted  for by the equity  method and the
amount of the  underlying  equity in net assets of such equity  method  investee
("equity method goodwill"), is no longer amortized on a periodic basis.

     Also as  previously  reported,  the  Company  also  adopted  SFAS  No.  145
effective April 1, 2002. SFAS No. 145, among other things,  eliminated the prior
requirement that all gains and losses from the early extinguishment of debt were
to be classified as an extraordinary  item. Upon adoption of SFAS No. 145, gains
and  losses  from the  early  extinguishment  of debt are now  classified  as an
extraordinary  item  only if they meet the  "unusual  and  infrequent"  criteria
contained in Accounting  Principles  Board Opinion ("APBO") No. 30. In addition,
upon   adoption  of  SFAS  No.  145,   all  gains  and  losses  from  the  early
extinguishment  of debt that had previously been classified as an  extraordinary
item are to be  reassessed  to determine if they would have met the "unusual and
infrequent"  criteria  of APBO No. 30; any such gain or loss that would not have
met the APBO No. 30 criteria is  retroactively  reclassified  and  reported as a
component of income before  extraordinary  item.  The Company has concluded that
all of its previously-recognized  gains and losses from the early extinguishment
of debt that  occurred  on or after  January 1, 1998 would not have met the APBO
No. 30 criteria for  classification  as an  extraordinary  item, and accordingly
such previously-reported  gains and losses from the early extinguishment of debt
have been  retroactively  reclassified  and are now  reported as a component  of
income before extraordinary item.

     The Company is filing its Consolidated  Financial  Statements for the years
ended December 31, 1999, 2000 and 2001, attached as Exhibit 99.1 to this Current
Report  and  incorporated  herein  by  reference,  so that this  Current  Report
(including  such  Consolidated  Financial  Statements)  may be  incorporated  by
reference into a  Registration  Statement on Form S-4 which the Company plans to
file  with  the  Securities  and  Exchange  Commission  in  connection  with the
Company's  previously-reported  proposed merger with Tremont  Corporation.  As a
result of the Company's  adoption of SFAS No. 142 effective January 1, 2002, and
the  Company's  adoption of SFAS No. 145 effective  April 1, 2002,  the attached
Consolidated   Financial  Statements  differ  from  the  Consolidated  Financial
Statements  included in the  Company's  Annual  Report on Form 10-K for the year
ended December 31, 2001. The attached Consolidated Financial Statements:

o    Include certain disclosures  regarding what the Company's  consolidated net
     income, and related per share amounts,  would have been for the years ended
     December 31, 1999, 2000 and 2001 if the goodwill  amortization  included in
     the Company's  reported net income for such years had not been  recognized,
     and
o    Reclassify a loss on the early  extinguishment  of certain  indebtedness in
     the year ended December 31, 2000,  previously  reported as an extraordinary
     item,  to  be  a  component  of  income  before  extraordinary  item  (such
     reclassification  having  no  effect on the  Company's  net  income in such
     year).


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

             (c)  Exhibit

             Item No.              Exhibit Index
             ----------            ----------------------------------------
             23.1                  Consent of PricewaterhouseCoopers LLP

             99.1                  Consolidated Financial Statements for the
                                   years ended December 31, 1999, 2000 and 2001




<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,
                                      Chief  Financial   Officer  and
                                      Treasurer




Date:  November 15, 2002
[{"type": "8-K", "sequence": "1", "filename": "v12018k.txt", "secsgml_size_bytes": 6051}]
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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

                                November 15, 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

     As previously  reported,  Valhi, Inc. (the "Company")  adopted Statement of
Financial  Accounting  Standards  ("SFAS") No. 142,  effective  January 1, 2002.
Under SFAS No. 142,  goodwill,  including  goodwill  arising from the difference
between the cost of an  investment  accounted  for by the equity  method and the
amount of the  underlying  equity in net assets of such equity  method  investee
("equity method goodwill"), is no longer amortized on a periodic basis.

     Also as  previously  reported,  the  Company  also  adopted  SFAS  No.  145
effective April 1, 2002. SFAS No. 145, among other things,  eliminated the prior
requirement that all gains and losses from the early extinguishment of debt were
to be classified as an extraordinary  item. Upon adoption of SFAS No. 145, gains
and  losses  from the  early  extinguishment  of debt are now  classified  as an
extraordinary  item  only if they meet the  "unusual  and  infrequent"  criteria
contained in Accounting  Principles  Board Opinion ("APBO") No. 30. In addition,
upon   adoption  of  SFAS  No.  145,   all  gains  and  losses  from  the  early
extinguishment  of debt that had previously been classified as an  extraordinary
item are to be  reassessed  to determine if they would have met the "unusual and
infrequent"  criteria  of APBO No. 30; any such gain or loss that would not have
met the APBO No. 30 criteria is  retroactively  reclassified  and  reported as a
component of income before  extraordinary  item.  The Company has concluded that
all of its previously-recognized  gains and losses from the early extinguishment
of debt that  occurred  on or after  January 1, 1998 would not have met the APBO
No. 30 criteria for  classification  as an  extraordinary  item, and accordingly
such previously-reported  gains and losses from the early extinguishment of debt
have been  retroactively  reclassified  and are now  reported as a component  of
income before extraordinary item.

     The Company is filing its Consolidated  Financial  Statements for the years
ended December 31, 1999, 2000 and 2001, attached as Exhibit 99.1 to this Current
Report  and  incorporated  herein  by  reference,  so that this  Current  Report
(including  such  Consolidated  Financial  Statements)  may be  incorporated  by
reference into a  Registration  Statement on Form S-4 which the Company plans to
file  with  the  Securities  and  Exchange  Commission  in  connection  with the
Company's  previously-reported  proposed merger with Tremont  Corporation.  As a
result of the Company's  adoption of SFAS No. 142 effective January 1, 2002, and
the  Company's  adoption of SFAS No. 145 effective  April 1, 2002,  the attached
Consolidated   Financial  Statements  differ  from  the  Consolidated  Financial
Statements  included in the  Company's  Annual  Report on Form 10-K for the year
ended December 31, 2001. The attached Consolidated Financial Statements:

o    Include certain disclosures  regarding what the Company's  consolidated net
     income, and related per share amounts,  would have been for the years ended
     December 31, 1999, 2000 and 2001 if the goodwill  amortization  included in
     the Company's  reported net income for such years had not been  recognized,
     and
o    Reclassify a loss on the early  extinguishment  of certain  indebtedness in
     the year ended December 31, 2000,  previously  reported as an extraordinary
     item,  to  be  a  component  of  income  before  extraordinary  item  (such
     reclassification  having  no  effect on the  Company's  net  income in such
     year).

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

             (c)  Exhibit

             Item No.              Exhibit Index
             ----------            ----------------------------------------
             23.1                  Consent of PricewaterhouseCoopers LLP

             99.1                  Consolidated Financial Statements for the
                                   years ended December 31, 1999, 2000 and 2001
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,
                                      Chief  Financial   Officer  and
                                      Treasurer

Date:  November 15, 2002