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 18, 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)

                                 (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.

Item 2.03           Creation  of a  Direct  Financial  Obligation  or an
                    Obligation  under  an  Off-Balance  Sheet
                    Arrangement of a Registrant.

         Effective  November 18, 2004,  Kronos  International,  Inc., a Delaware
corporation and a subsidiary of the registrant ("KII"),  entered into a Purchase
Agreement (the  "Purchase  Agreement")  with Deutsche Bank AG London  ("Deutsche
Bank")  pursuant  to which  KII will  issue  and sell to  Deutsche  Bank euro 90
million of add-on  8.875%  Senior  Secured  Notes due 2009 at the issue price of
107% plus accrued interest from and including July 1, 2004 (the "Add-On Notes"),
which issuance and sale is anticipated to be on or about November 26, 2004. Also
pursuant to the Purchase Agreement, at the closing of the offering of the Add-On
Notes,  KII will enter into a Registration  Rights  Agreement with Deutsche Bank
for the benefit of the  holders of the Add-On  Notes (the  "Registration  Rights
Agreement").

         The  Add-On  Notes  are  being  issued  and sold as an  add-on to KII's
previously issued euro 285,000,000  aggregate  principal amount of 8.875% Senior
Secured  Notes due 2009.  It is expected  that the net  proceeds of the offering
will be loaned to Kronos  Worldwide,  Inc., a Delaware  corporation  that is the
sole stockholder of KII and a subsidiary of the registrant.

         Pursuant to the Purchase Agreement,  Deutsche Bank has agreed to resell
the Add-On Notes under the Securities  Act of 1933, as amended (the  "Securities
Act"),  to  qualified  institutional  buyers in the United  States of America in
reliance on Rule 144A and to persons outside of the United States in reliance on
Regulation S. The Add-On Notes will not be registered  under the  Securities Act
and,  unless so  registered,  may not be offered  or sold in the  United  States
except  pursuant to an exemption  from, or in a transaction  not subject to, the
registration requirements of the Securities Act and applicable securities laws.

         Pursuant to the Registration  Rights  Agreement,  KII will use its best
efforts,  and at its cost,  to (i) file within 120 days of the issue date of the
Add-On Notes a registration statement to register under the Securities Act notes
of KII with terms substantially identical in all material respects to the Add-On
Notes (the  "Exchange  Notes"),  (ii) cause such  registration  statement  to be
declared  effective  within 270 days of the issue  date of the Add-On  Notes and
(iii)  complete an offer to exchange  the Add-On  Notes for the  Exchange  Notes
within 300 days of the issue date of the Add-On Notes.

         The descriptions  herein of the Purchase Agreement and the Registration
Rights  Agreement  are  qualified in their  entirety,  and the terms thereof are
incorporated herein, by reference to the Purchase Agreement and the Registration
Rights  Agreement  filed as Exhibits 4.4 and 4.5,  respectively,  to the Current
Report  on Form 8-K of KII (File No.  333-100047)  that was filed  with the U.S.
Securities and Exchange Commission on November 24, 2004.

         For a  description  of the terms of,  and  collateral  related  to, the
Add-On Notes, please see:

         (1)      the Indenture  governing  the 8.875% Senior  Secured Notes due
                  2009,  dated as of June 28, 2002,  between KII and The Bank of
                  New  York,  as  trustee  (which  is  incorporated   herein  by
                  reference to Exhibit 4.1 to the Quarterly  Report on Form 10-Q
                  of NL Industries,  Inc. (File No. 1-640) for the quarter ended
                  June 30,  2002 that was  filed  with the U.S.  Securities  and
                  Exchange Commission on August 14, 2002 (the "Form 10-Q"));

         (2)      Collateral Agency Agreement (shares of Kronos Limited),  dated
                  June 28, 2002, among The Bank of New York, U.S. Bank, N.A. and
                  KII (which is incorporated  herein by reference to Exhibit 4.6
                  to the Form 10-Q);

         (3)      Security Over Shares Agreement,  dated June 28, 2002,  between
                  KII and The Bank of New York (which is incorporated  herein by
                  reference to Exhibit 4.7 to the Form 10-Q);

         (4)      Pledge of Shares  (shares in Kronos  Denmark ApS),  dated June
                  28,  2002,   between  KII  and  U.S.  Bank,   N.A.  (which  is
                  incorporated  herein by  reference  to Exhibit 4.8 to the Form
                  10-Q);

         (5)      Pledge  Agreement  (shares in Societe  Industrielle  du Titane
                  S.A.),  dated June 28, 2002,  between KII and U.S.  Bank,  N.A
                  (which is  incorporated  herein by reference to Exhibit 4.9 to
                  the Form 10-Q); and

         (6)      Partnership  Interest  Pledge  Agreement  (relating  to  fixed
                  capital  contribution in Kronos Titan GmbH & Co.),  dated June
                  28,  2002,   between  KII  and  U.S.  Bank,   N.A.  (which  is
                  incorporated  herein by  reference to Exhibit 4.10 to the Form
                  10-Q).

Item 9.01         Financial Statements and Exhibits.

                  (c) Exhibits.

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

                  4.1               Indenture   governing   the  8.875%   Senior
                                    Secured Notes due 2009, dated as of June 28,
                                    2002, between Kronos International, Inc. and
                                    The   Bank   of   New   York,   as   trustee
                                    (incorporated herein by reference to Exhibit
                                    4.1 to the Quarterly  Report on Form 10-Q of
                                    NL Industries, Inc. (File No. 1-640) for the
                                    quarter  ended June 30,  2002 that was filed
                                    with  the  U.S.   Securities   and  Exchange
                                    Commission on August 14, 2002).


<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 24, 2004
[{"type": "8-K", "sequence": "1", "filename": "vhiform8k112404.txt", "description": "VALHI FORM 8K DATED 11/24/04", "secsgml_size_bytes": 9254}]
{"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": "041167177"}, "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 18, 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)

                                 (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.

Item 2.03           Creation  of a  Direct  Financial  Obligation  or an
                    Obligation  under  an  Off-Balance  Sheet
                    Arrangement of a Registrant.

         Effective  November 18, 2004,  Kronos  International,  Inc., a Delaware
corporation and a subsidiary of the registrant ("KII"),  entered into a Purchase
Agreement (the  "Purchase  Agreement")  with Deutsche Bank AG London  ("Deutsche
Bank")  pursuant  to which  KII will  issue  and sell to  Deutsche  Bank euro 90
million of add-on  8.875%  Senior  Secured  Notes due 2009 at the issue price of
107% plus accrued interest from and including July 1, 2004 (the "Add-On Notes"),
which issuance and sale is anticipated to be on or about November 26, 2004. Also
pursuant to the Purchase Agreement, at the closing of the offering of the Add-On
Notes,  KII will enter into a Registration  Rights  Agreement with Deutsche Bank
for the benefit of the  holders of the Add-On  Notes (the  "Registration  Rights
Agreement").

         The  Add-On  Notes  are  being  issued  and sold as an  add-on to KII's
previously issued euro 285,000,000  aggregate  principal amount of 8.875% Senior
Secured  Notes due 2009.  It is expected  that the net  proceeds of the offering
will be loaned to Kronos  Worldwide,  Inc., a Delaware  corporation  that is the
sole stockholder of KII and a subsidiary of the registrant.

         Pursuant to the Purchase Agreement,  Deutsche Bank has agreed to resell
the Add-On Notes under the Securities  Act of 1933, as amended (the  "Securities
Act"),  to  qualified  institutional  buyers in the United  States of America in
reliance on Rule 144A and to persons outside of the United States in reliance on
Regulation S. The Add-On Notes will not be registered  under the  Securities Act
and,  unless so  registered,  may not be offered  or sold in the  United  States
except  pursuant to an exemption  from, or in a transaction  not subject to, the
registration requirements of the Securities Act and applicable securities laws.

         Pursuant to the Registration  Rights  Agreement,  KII will use its best
efforts,  and at its cost,  to (i) file within 120 days of the issue date of the
Add-On Notes a registration statement to register under the Securities Act notes
of KII with terms substantially identical in all material respects to the Add-On
Notes (the  "Exchange  Notes"),  (ii) cause such  registration  statement  to be
declared  effective  within 270 days of the issue  date of the Add-On  Notes and
(iii)  complete an offer to exchange  the Add-On  Notes for the  Exchange  Notes
within 300 days of the issue date of the Add-On Notes.

         The descriptions  herein of the Purchase Agreement and the Registration
Rights  Agreement  are  qualified in their  entirety,  and the terms thereof are
incorporated herein, by reference to the Purchase Agreement and the Registration
Rights  Agreement  filed as Exhibits 4.4 and 4.5,  respectively,  to the Current
Report  on Form 8-K of KII (File No.  333-100047)  that was filed  with the U.S.
Securities and Exchange Commission on November 24, 2004.

         For a  description  of the terms of,  and  collateral  related  to, the
Add-On Notes, please see:

         (1)      the Indenture  governing  the 8.875% Senior  Secured Notes due
                  2009,  dated as of June 28, 2002,  between KII and The Bank of
                  New  York,  as  trustee  (which  is  incorporated   herein  by
                  reference to Exhibit 4.1 to the Quarterly  Report on Form 10-Q
                  of NL Industries,  Inc. (File No. 1-640) for the quarter ended
                  June 30,  2002 that was  filed  with the U.S.  Securities  and
                  Exchange Commission on August 14, 2002 (the "Form 10-Q"));

         (2)      Collateral Agency Agreement (shares of Kronos Limited),  dated
                  June 28, 2002, among The Bank of New York, U.S. Bank, N.A. and
                  KII (which is incorporated  herein by reference to Exhibit 4.6
                  to the Form 10-Q);

         (3)      Security Over Shares Agreement,  dated June 28, 2002,  between
                  KII and The Bank of New York (which is incorporated  herein by
                  reference to Exhibit 4.7 to the Form 10-Q);

         (4)      Pledge of Shares  (shares in Kronos  Denmark ApS),  dated June
                  28,  2002,   between  KII  and  U.S.  Bank,   N.A.  (which  is
                  incorporated  herein by  reference  to Exhibit 4.8 to the Form
                  10-Q);

         (5)      Pledge  Agreement  (shares in Societe  Industrielle  du Titane
                  S.A.),  dated June 28, 2002,  between KII and U.S.  Bank,  N.A
                  (which is  incorporated  herein by reference to Exhibit 4.9 to
                  the Form 10-Q); and

         (6)      Partnership  Interest  Pledge  Agreement  (relating  to  fixed
                  capital  contribution in Kronos Titan GmbH & Co.),  dated June
                  28,  2002,   between  KII  and  U.S.  Bank,   N.A.  (which  is
                  incorporated  herein by  reference to Exhibit 4.10 to the Form
                  10-Q).

Item 9.01         Financial Statements and Exhibits.

                  (c) Exhibits.

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

                  4.1               Indenture   governing   the  8.875%   Senior
                                    Secured Notes due 2009, dated as of June 28,
                                    2002, between Kronos International, Inc. and
                                    The   Bank   of   New   York,   as   trustee
                                    (incorporated herein by reference to Exhibit
                                    4.1 to the Quarterly  Report on Form 10-Q of
                                    NL Industries, Inc. (File No. 1-640) for the
                                    quarter  ended June 30,  2002 that was filed
                                    with  the  U.S.   Securities   and  Exchange
                                    Commission on August 14, 2002).
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 24, 2004