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)
                                  April 1, 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)

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

             (Former name or 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.

         On April 1, 2005, the registrant, Valhi, Inc. ("Valhi"), purchased (the
"Stock  Purchase") 2.0 million  shares of its common stock,  par value $0.01 per
share (the  "Common  Stock"),  at a discount to the current  market price of the
Common Stock, from Contran  Corporation,  a Delaware corporation and a parent of
Valhi ("Contran"),  for $17.50 per share or an aggregate purchase price of $35.0
million.  Valhi purchased the 2.0 million shares of Common Stock under the stock
repurchase  program  (the  "Repurchase  Program")  that its  board of  directors
approved as of March 31, 2005. In addition,  on April 1, 2005,  Valhi  purchased
4,000  shares of Common  Stock in the open market at a purchase  price of $19.50
per share pursuant to the Repurchase Program.

         The terms of the  Stock  Purchase  are set forth in the Stock  Purchase
Agreement  dated  April 1, 2005  between  Valhi and Contran  attached  hereto as
Exhibit  10.1 and  incorporated  herein by  reference.  Valhi paid for the Stock
Purchase with its available cash on hand. Valhi's independent directors approved
the Stock Purchase.

         Under the Repurchase Program, Valhi is authorized to purchase up to 5.0
million  shares of Common  Stock in open market  transactions,  including  block
purchases,   or  in  privately  negotiated   transactions,   which  may  include
transactions  with affiliates of Valhi. The Repurchase  Program does not include
specific price targets or timetables and may be suspended at any time.

Item 7.01           Regulation FD Disclosure.

         The registrant  hereby furnishes the information set forth in its press
release  issued on April 1, 2005, a copy of which is attached  hereto as Exhibit
99.1 and incorporated herein by reference.

         The  information,  including the exhibit,  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 April 1, 2005
                              between Valhi, Inc. and Contran Corporation.

             99.1*            Press Release dated April 1, 2005 issued by Valhi.

-----------
*  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/ Robert D. Graham
                                                           ---------------------
                                                           Robert D. Graham
                                                           Vice President



Date:  April 4, 2005


<PAGE>


                                INDEX TO EXHIBITS


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

10.1*             Stock Purchase Agreement, dated April 1, 2005 between Valhi,
                  Inc. and Contran Corporation.

99.1*             Press Release dated April 1, 2005 issued by Valhi.

-----------
*  Filed herewith.
[{"type": "8-K", "sequence": "1", "filename": "vhi8k.txt", "description": "VALHI FORM 8K", "secsgml_size_bytes": 6105}]
{"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": "05730439"}, "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)
                                  April 1, 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)

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

             (Former name or 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.

         On April 1, 2005, the registrant, Valhi, Inc. ("Valhi"), purchased (the
"Stock  Purchase") 2.0 million  shares of its common stock,  par value $0.01 per
share (the  "Common  Stock"),  at a discount to the current  market price of the
Common Stock, from Contran  Corporation,  a Delaware corporation and a parent of
Valhi ("Contran"),  for $17.50 per share or an aggregate purchase price of $35.0
million.  Valhi purchased the 2.0 million shares of Common Stock under the stock
repurchase  program  (the  "Repurchase  Program")  that its  board of  directors
approved as of March 31, 2005. In addition,  on April 1, 2005,  Valhi  purchased
4,000  shares of Common  Stock in the open market at a purchase  price of $19.50
per share pursuant to the Repurchase Program.

         The terms of the  Stock  Purchase  are set forth in the Stock  Purchase
Agreement  dated  April 1, 2005  between  Valhi and Contran  attached  hereto as
Exhibit  10.1 and  incorporated  herein by  reference.  Valhi paid for the Stock
Purchase with its available cash on hand. Valhi's independent directors approved
the Stock Purchase.

         Under the Repurchase Program, Valhi is authorized to purchase up to 5.0
million  shares of Common  Stock in open market  transactions,  including  block
purchases,   or  in  privately  negotiated   transactions,   which  may  include
transactions  with affiliates of Valhi. The Repurchase  Program does not include
specific price targets or timetables and may be suspended at any time.

Item 7.01           Regulation FD Disclosure.

         The registrant  hereby furnishes the information set forth in its press
release  issued on April 1, 2005, a copy of which is attached  hereto as Exhibit
99.1 and incorporated herein by reference.

         The  information,  including the exhibit,  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 April 1, 2005
                              between Valhi, Inc. and Contran Corporation.

             99.1*            Press Release dated April 1, 2005 issued by Valhi.

-----------
*  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/ Robert D. Graham
                                                           ---------------------
                                                           Robert D. Graham
                                                           Vice President

Date:  April 4, 2005
INDEX TO EXHIBITS

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

10.1*             Stock Purchase Agreement, dated April 1, 2005 between Valhi,
                  Inc. and Contran Corporation.

99.1*             Press Release dated April 1, 2005 issued by Valhi.

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