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)
                               September 24, 2004
                                ----------------

                                   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 1.01           Entry into a Material Definitive Agreement.
Item 2.01           Completion of Acquisition or Disposition of Assets.


     On September 24, 2004, NL Industries, Inc. ("NL") completed the acquisition
of an aggregate of 10,374,000  shares of the  outstanding  common stock of CompX
International  Inc.  ("CompX"),  representing  approximately  68% of  the  total
outstanding  shares of common stock of CompX, that had been owned by Valhi, Inc.
("Valhi") and Valhi's wholly owned subsidiary,  Valcor,  Inc.  ("Valcor"),  at a
purchase  price of $16.25 per share,  or an  aggregate of  approximately  $168.6
million. A description of the terms of the acquisition is incorporated herein by
reference to the Stock  Purchase  Agreement  dated  September 24, 2004 among NL,
Valhi and Valcor that is filed as Exhibit  10.1 to this  Current  Report on Form
8-K. The purchase  price was paid by NL's transfer to Valhi and Valcor of $168.6
million of NL's $200 million  long-term note receivable  from Kronos  Worldwide,
Inc., an affiliate of NL and Valhi. A description  of the two  promissory  notes
payable to Valhi and Valcor is incorporated herein by reference to Exhibits 99.1
and 99.2,  respectively,  to this Current  Report on Form 8-K. Valhi and another
wholly owned subsidiary of Valhi own an aggregate of  approximately  83% of NL's
outstanding  common stock. On May 20, 2004, NL announced that it had established
a Special Committee of its Board of Directors comprised of directors who are not
affiliated with Valhi to consider a possible transaction. Cypress Associates LLC
served as financial advisor to NL's Special Committee and rendered an opinion to
the Special Committee that the purchase price is fair, from a financial point of
view,  to NL.  Piper  Rudnick LLP served as  independent  legal  advisor to NL's
Special  Committee.  The Boards of Directors  of Valhi and NL also  approved the
transaction.

Item 7.01           Regulation FD Disclosure.

     Pursuant to Item 7.01 of this current  report,  Valhi hereby  furnishes the
information  set forth in the press release issued on September 24, 2004, a copy
of  which  is  attached  hereto  as  Exhibit  99.3 and  incorporated  herein  by
reference.

     Exhibit 99.3 to this current report that the  registrant  furnishes in this
report is not deemed  "filed"  for  purposes  of  section  18 of the  Securities
Exchange Act of 1934, as amended,  or otherwise  subject to the  liabilities  of
that  section.  Registration  Statements  or  other  documents  filed  with  the
Securities and Exchange  Commission  shall not incorporate  this  information by
reference, except as otherwise expressly stated in such filing.



<PAGE>


Item 9.01       Financial Statements and Exhibits.

                (c) Exhibits.

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

                10.1                Stock Purchase Agreement dated September 24,
                                    2004 between Valhi,  Inc. and Valcor,  Inc.,
                                    as  sellers,  and  NL  Industries,  Inc.  as
                                    purchaser.     The    disclosure    schedule
                                    attachment to this Exhibit 10.1 has not been
                                    filed;  upon request,  the  registrant  will
                                    furnish supplementally to the Securities and
                                    Exchange   Commission   a   copy   of   this
                                    attachment.

                99.1                Promissory  Note dated September 24, 2004 in
                                    the    original    principal    amount    of
                                    $162,500,000.00  payable  to  the  order  of
                                    Valcor,   Inc.   and   executed   by  Kronos
                                    Worldwide, Inc.

                99.2                Promissory  Note dated September 24, 2004 in
                                    the    original    principal    amount    of
                                    $6,077,500.00 payable to the order of Valhi,
                                    Inc. and executed by Kronos Worldwide, Inc.

                99.3                Press release jointly issued by Valhi,  Inc.
                                    and NL  Industries,  Inc. on  September  24,
                                    2004.


<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:  September 28, 2004


<PAGE>


                                INDEX TO EXHIBITS


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

10.1              Stock  Purchase  Agreement  dated  September  24, 2004 between
                  Valhi, Inc. and Valcor,  Inc., as sellers,  and NL Industries,
                  Inc. as purchaser.  The disclosure schedule attachment to this
                  Exhibit 10.1 has not been filed; upon request,  the registrant
                  will furnish  supplementally  to the  Securities  and Exchange
                  Commission a copy of this attachment.

99.1              Promissory  Note  dated  September  24,  2004 in the  original
                  principal  amount of  $162,500,000.00  payable to the order of
                  Valcor, Inc. and executed by Kronos Worldwide, Inc.

99.2              Promissory  Note  dated  September  24,  2004 in the  original
                  principal  amount  of  $6,077,500.00  payable  to the order of
                  Valhi, Inc. and executed by Kronos Worldwide, Inc.

99.3              Press release jointly issued by Valhi, Inc. and NL Industries,
                  Inc. on September 24, 2004.
[{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "VALHI, INC. FORM 8K", "secsgml_size_bytes": 8855}]
{"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": "333-48391", "film-number": "041050969"}, "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)
                               September 24, 2004
                                ----------------

                                   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 1.01           Entry into a Material Definitive Agreement.
Item 2.01           Completion of Acquisition or Disposition of Assets.

     On September 24, 2004, NL Industries, Inc. ("NL") completed the acquisition
of an aggregate of 10,374,000  shares of the  outstanding  common stock of CompX
International  Inc.  ("CompX"),  representing  approximately  68% of  the  total
outstanding  shares of common stock of CompX, that had been owned by Valhi, Inc.
("Valhi") and Valhi's wholly owned subsidiary,  Valcor,  Inc.  ("Valcor"),  at a
purchase  price of $16.25 per share,  or an  aggregate of  approximately  $168.6
million. A description of the terms of the acquisition is incorporated herein by
reference to the Stock  Purchase  Agreement  dated  September 24, 2004 among NL,
Valhi and Valcor that is filed as Exhibit  10.1 to this  Current  Report on Form
8-K. The purchase  price was paid by NL's transfer to Valhi and Valcor of $168.6
million of NL's $200 million  long-term note receivable  from Kronos  Worldwide,
Inc., an affiliate of NL and Valhi. A description  of the two  promissory  notes
payable to Valhi and Valcor is incorporated herein by reference to Exhibits 99.1
and 99.2,  respectively,  to this Current  Report on Form 8-K. Valhi and another
wholly owned subsidiary of Valhi own an aggregate of  approximately  83% of NL's
outstanding  common stock. On May 20, 2004, NL announced that it had established
a Special Committee of its Board of Directors comprised of directors who are not
affiliated with Valhi to consider a possible transaction. Cypress Associates LLC
served as financial advisor to NL's Special Committee and rendered an opinion to
the Special Committee that the purchase price is fair, from a financial point of
view,  to NL.  Piper  Rudnick LLP served as  independent  legal  advisor to NL's
Special  Committee.  The Boards of Directors  of Valhi and NL also  approved the
transaction.

Item 7.01           Regulation FD Disclosure.

     Pursuant to Item 7.01 of this current  report,  Valhi hereby  furnishes the
information  set forth in the press release issued on September 24, 2004, a copy
of  which  is  attached  hereto  as  Exhibit  99.3 and  incorporated  herein  by
reference.

     Exhibit 99.3 to this current report that the  registrant  furnishes in this
report is not deemed  "filed"  for  purposes  of  section  18 of the  Securities
Exchange Act of 1934, as amended,  or otherwise  subject to the  liabilities  of
that  section.  Registration  Statements  or  other  documents  filed  with  the
Securities and Exchange  Commission  shall not incorporate  this  information by
reference, except as otherwise expressly stated in such filing.
Item 9.01       Financial Statements and Exhibits.

                (c) Exhibits.

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

                10.1                Stock Purchase Agreement dated September 24,
                                    2004 between Valhi,  Inc. and Valcor,  Inc.,
                                    as  sellers,  and  NL  Industries,  Inc.  as
                                    purchaser.     The    disclosure    schedule
                                    attachment to this Exhibit 10.1 has not been
                                    filed;  upon request,  the  registrant  will
                                    furnish supplementally to the Securities and
                                    Exchange   Commission   a   copy   of   this
                                    attachment.

                99.1                Promissory  Note dated September 24, 2004 in
                                    the    original    principal    amount    of
                                    $162,500,000.00  payable  to  the  order  of
                                    Valcor,   Inc.   and   executed   by  Kronos
                                    Worldwide, Inc.

                99.2                Promissory  Note dated September 24, 2004 in
                                    the    original    principal    amount    of
                                    $6,077,500.00 payable to the order of Valhi,
                                    Inc. and executed by Kronos Worldwide, Inc.

                99.3                Press release jointly issued by Valhi,  Inc.
                                    and NL  Industries,  Inc. on  September  24,
                                    2004.
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:  September 28, 2004
INDEX TO EXHIBITS

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

10.1              Stock  Purchase  Agreement  dated  September  24, 2004 between
                  Valhi, Inc. and Valcor,  Inc., as sellers,  and NL Industries,
                  Inc. as purchaser.  The disclosure schedule attachment to this
                  Exhibit 10.1 has not been filed; upon request,  the registrant
                  will furnish  supplementally  to the  Securities  and Exchange
                  Commission a copy of this attachment.

99.1              Promissory  Note  dated  September  24,  2004 in the  original
                  principal  amount of  $162,500,000.00  payable to the order of
                  Valcor, Inc. and executed by Kronos Worldwide, Inc.

99.2              Promissory  Note  dated  September  24,  2004 in the  original
                  principal  amount  of  $6,077,500.00  payable  to the order of
                  Valhi, Inc. and executed by Kronos Worldwide, Inc.

99.3              Press release jointly issued by Valhi, Inc. and NL Industries,
                  Inc. on September 24, 2004.