As filed with the Securities and Exchange Commission on March 20, 1998
                                          Registration No. 333-     
=================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              --------------------

                                  VALHI, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                        75-2291093 
       (State or other jurisdiction           (I.R.S. Employer
           of incorporation or              Identification No.)
              organization)

           Three Lincoln Centre
       5430 LBJ Freeway, Suite 1700
              Dallas, Texas                      75240-2697
          (Address of principal                  (Zip Code)
            executive offices)

                              --------------------

                   VALHI, INC. 1997 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)
                              --------------------

                               Andrew Louis, Esq.
                              Three Lincoln Centre
                          5430 LBJ Freeway, Suite 1700
                           Dallas, Texas   75240-2697
                                 (972) 233-1700
                      (Name, address and telephone number
                   including area code of agent for service)

                              --------------------

                        CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------

                             Proposed    Proposed
                              maximum     maximum
   Title of        Amount    offering    aggregate
  securities       to be     price per   offering     Amount of
     to be       registered    share       price     registration
  registered        (1)       (2)(3)      (2)(3)       fee (3)
---------------  ----------  ---------  -----------  ------------

Common Stock,
par value $0.01
per share        5,000,000   $9.65625   $48,221,875    $14,225
-----------------------------------------------------------------

(1)  Pursuant to Rule 416, additional shares of the registrant's common stock,
     par value $0.01 per share (the "Common Stock") issuable pursuant to the
     exercise of awards granted or to be granted under the plan in order to
     prevent dilution resulting from any future stock split, stock dividend or
     similar transaction are also being registered hereunder.
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  Calculated pursuant to Rule 457(c) and (h). Accordingly, the registration
     fee is based on (i) 4,620,000 shares of Common Stock reserved for issuance
     under the plan but not subject to outstanding awards, at a price per share
     of $9.65625, which is the average of the highest and lowest selling price
     per share of Common Stock on the New York Stock Exchange, Inc. on March 18,
     1998; and (ii) 380,000 shares of Common Stock reserved for issuance under
     the plan and subject to awards already granted under the plan at an
     exercise price of $9.50 per share.
=================================================================

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS


     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

          (1)  the registrant's Annual Report on Form 10-K filed with the
     Commission for the fiscal year ended December 31, 1997;

          (2)  the description of the common stock, par value $0.01 per share,
     of the registrant (the "Common Stock") set forth in a registration
     statement filed under Section 12 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), including any amendment or report filed for
     the purpose of updating such description; and

          (3)  all documents filed by the registrant with the Commission
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
     subsequent to the date of this registration statement shall be deemed to be
     incorporated herein by reference and to be a part hereof from the date of
     the filing of such documents until such time as there shall have been filed
     a post-effective amendment that indicates that all securities offered
     hereby have been sold or that deregisters all securities remaining unsold
     at the time of such amendment.

Item 6.  Indemnification of Directors and Officers.

     Section 102(b)(7) of the Delaware General Corporate Law (the "DGCL")
permits a Delaware corporation to limit the personal liability of its directors
in accordance with the provisions set forth therein.

     Section 145 of the DGCL contains provisions permitting Delaware
corporations to indemnify directors, officers, employees or agents against
expenses, including attorneys, fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person was or
is a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, provided that (i) such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the corporation's best
interest, and (ii) in the case of a criminal proceeding such person had no
reasonable cause to believe his or her conduct was unlawful.  In the case of
actions or suits by or in the right of the corporation, no indemnification shall
be made in a case in which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall have determined upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses.  Indemnification as described above shall only be
granted in a specific case upon a determination that indemnification is proper
in the circumstances because the indemnified person has met the applicable
standard of conduct.  Such determination shall be made (a) by a majority vote of
the directors who are not parties to such proceeding, even though less than a
quorum, (b) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (c) by the stockholders of
the corporation.  Notwithstanding the foregoing, to the extent that a director,
officer, employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) or (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys,
fees) actually and reasonably incurred by him in connection therewith.

     The bylaws of the registrant provide for indemnification of its directors,
officers, employees or agents to the fullest extent permitted by the DGCL,
except that any determination of indemnification shall be made (i) by the board
of directors by a majority vote of a quorum consisting of directors who are not
parties to such action, suit or proceeding, or (ii) if such quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders of the registrant.

Item 8.  Exhibits.

     (a)  Exhibits.

     The following documents are filed as a part of this registration statement.

 Exhibit                  Description of Exhibit
---------  -----------------------------------------------------

   4.1     Restated Certificate of Incorporation of registrant
           (incorporated by reference to Appendix A to the
           definitive Prospectus/Joint Proxy Statement of The
           Amalgamated Sugar Company and LLC Corporation, File
           No. 1-5467, dated February 10, 1987 and filed with
           the Commission).

   4.2     Bylaws of the registrant, as amended May 6, 1992
           (incorporated by reference to Exhibit 3.1 to the
           registrant's Quarterly Report on Form 10-Q for the
           quarter ended March 31, 1992, File No. 1-5467, filed
           with the Commission).

   4.3     Valhi, Inc. 1997 Long-Term Incentive Plan
           (incorporated by reference to Exhibit 10.12 to the
           registrant's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1996, File No. 1-5467,
           filed with the Commission).

   5.1*    Opinion of Andrew Louis, Esq.

  23.1     Consent of Andrew Louis, Esq. (included in his
           opinion filed as Exhibit 5.1).

  23.2*    Consent of Coopers & Lybrand, L.L.P.

  23.3*    Consent of KPMG Peat Marwick LLP.

  24.1     Power of Attorney (see the initial signature page of
           this registration statement).

----------

*    Filed herewith.

Item 9.  Undertakings.

     A.   The undersigned registrant hereby undertakes:

          (1)  to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the registration statement or any material change
     to such information in the registration statement;

          (2)  that, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof; and

          (3)  to remove from registration by means of a post-effective
     amendment any of the securities being registered that remain unsold at the
     termination of the offering.

     B.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, Texas, on March 20, 1998:

                                VALHI, INC.




                                By:  /s/ Steven L. Watson
                                     ---------------------------
                                    Steven L. Watson
                                    Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Steven L. Watson, J. Mark Hollingsworth
and Antony Andrew R. Louis, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same with all exhibits, thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:

        Signature                   Title               Date
--------------------------  ---------------------  --------------




/s/ Harold C. Simmons       Chairman of the        March 20, 1998
--------------------------  Board, President and
Harold C. Simmons           Chief Executive
                            Officer (Principal
                            Executive Officer)





/s/ Glenn R. Simmons        Vice Chairman of the   March 20, 1998
--------------------------  Board
Glenn R. Simmons




/s/ Bobby D. O'Brien        Vice President and     March 20, 1998
--------------------------  Treasurer (Principal
Bobby D. O'Brien            Financial Officer)




/s/ Gregory M. Swalwell     Controller (Principal  March 20, 1998
--------------------------  Accounting Officer)
Gregory M. Swalwell




/s/ Norman S. Edelcup       Director               March 20, 1998
--------------------------
Norman S. Edelcup





/s/ Kenneth R. Ferris       Director               March 5, 1998
--------------------------
Kenneth R. Ferris




/s/ J. Walter Tucker, Jr.   Director               March 5, 1998
--------------------------
J. Walter Tucker, Jr.


                               INDEX TO EXHIBITS

 Exhibit                  Description of Exhibit
---------  -----------------------------------------------------

   4.1     Restated Certificate of Incorporation of registrant
           (incorporated by reference to Appendix A to the
           definitive Prospectus/Joint Proxy Statement of The
           Amalgamated Sugar Company and LLC Corporation, File
           No. 1-5467, dated February 10, 1987 and filed with
           the Commission).

   4.2     Bylaws of the registrant, as amended May 6, 1992
           (incorporated by reference to Exhibit 3.1 to the
           registrant's Quarterly Report on Form 10-Q for the
           quarter ended March 31, 1992, File No. 1-5467, filed
           with the Commission).

   4.3     Valhi, Inc. 1997 Long-Term Incentive Plan
           (incorporated by reference to Exhibit 10.12 to the
           registrant's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1996, File No. 1-5467,
           filed with the Commission).

   5.1*    Opinion of Andrew Louis, Esq.

  23.1     Consent of Andrew Louis, Esq. (included in his
           opinion filed as Exhibit 5.1).

  23.2*    Consent of Coopers & Lybrand, L.L.P.

  23.3*    Consent of KPMG Peat Marwick LLP.

  24.1     Power of Attorney (see the initial signature page of
           this registration statement).

----------

*    Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17516}]
{"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": "S-8", "act": "33", "file-number": "333-48391", "film-number": "98570334"}, "business-address": {"street1": "THREE LINCOLN CENTRE", "street2": "5430 LBJ FRWY 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"}]}
As filed with the Securities and Exchange Commission on March 20, 1998
                                          Registration No. 333-     
=================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              --------------------

                                  VALHI, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                        75-2291093 
       (State or other jurisdiction           (I.R.S. Employer
           of incorporation or              Identification No.)
              organization)

           Three Lincoln Centre
       5430 LBJ Freeway, Suite 1700
              Dallas, Texas                      75240-2697
          (Address of principal                  (Zip Code)
            executive offices)

                              --------------------

                   VALHI, INC. 1997 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)
                              --------------------

                               Andrew Louis, Esq.
                              Three Lincoln Centre
                          5430 LBJ Freeway, Suite 1700
                           Dallas, Texas   75240-2697
                                 (972) 233-1700
                      (Name, address and telephone number
                   including area code of agent for service)

                              --------------------

                        CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------

                             Proposed    Proposed
                              maximum     maximum
   Title of        Amount    offering    aggregate
  securities       to be     price per   offering     Amount of
     to be       registered    share       price     registration
  registered        (1)       (2)(3)      (2)(3)       fee (3)
---------------  ----------  ---------  -----------  ------------

Common Stock,
par value $0.01
per share        5,000,000   $9.65625   $48,221,875    $14,225
-----------------------------------------------------------------

(1)  Pursuant to Rule 416, additional shares of the registrant's common stock,
     par value $0.01 per share (the "Common Stock") issuable pursuant to the
     exercise of awards granted or to be granted under the plan in order to
     prevent dilution resulting from any future stock split, stock dividend or
     similar transaction are also being registered hereunder.
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  Calculated pursuant to Rule 457(c) and (h). Accordingly, the registration
     fee is based on (i) 4,620,000 shares of Common Stock reserved for issuance
     under the plan but not subject to outstanding awards, at a price per share
     of $9.65625, which is the average of the highest and lowest selling price
     per share of Common Stock on the New York Stock Exchange, Inc. on March 18,
     1998; and (ii) 380,000 shares of Common Stock reserved for issuance under
     the plan and subject to awards already granted under the plan at an
     exercise price of $9.50 per share.
=================================================================

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

          (1)  the registrant's Annual Report on Form 10-K filed with the
     Commission for the fiscal year ended December 31, 1997;

          (2)  the description of the common stock, par value $0.01 per share,
     of the registrant (the "Common Stock") set forth in a registration
     statement filed under Section 12 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), including any amendment or report filed for
     the purpose of updating such description; and

          (3)  all documents filed by the registrant with the Commission
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
     subsequent to the date of this registration statement shall be deemed to be
     incorporated herein by reference and to be a part hereof from the date of
     the filing of such documents until such time as there shall have been filed
     a post-effective amendment that indicates that all securities offered
     hereby have been sold or that deregisters all securities remaining unsold
     at the time of such amendment.

Item 6.  Indemnification of Directors and Officers.

     Section 102(b)(7) of the Delaware General Corporate Law (the "DGCL")
permits a Delaware corporation to limit the personal liability of its directors
in accordance with the provisions set forth therein.

     Section 145 of the DGCL contains provisions permitting Delaware
corporations to indemnify directors, officers, employees or agents against
expenses, including attorneys, fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person was or
is a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, provided that (i) such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the corporation's best
interest, and (ii) in the case of a criminal proceeding such person had no
reasonable cause to believe his or her conduct was unlawful.  In the case of
actions or suits by or in the right of the corporation, no indemnification shall
be made in a case in which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall have determined upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses.  Indemnification as described above shall only be
granted in a specific case upon a determination that indemnification is proper
in the circumstances because the indemnified person has met the applicable
standard of conduct.  Such determination shall be made (a) by a majority vote of
the directors who are not parties to such proceeding, even though less than a
quorum, (b) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (c) by the stockholders of
the corporation.  Notwithstanding the foregoing, to the extent that a director,
officer, employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) or (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys,
fees) actually and reasonably incurred by him in connection therewith.

     The bylaws of the registrant provide for indemnification of its directors,
officers, employees or agents to the fullest extent permitted by the DGCL,
except that any determination of indemnification shall be made (i) by the board
of directors by a majority vote of a quorum consisting of directors who are not
parties to such action, suit or proceeding, or (ii) if such quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders of the registrant.

Item 8.  Exhibits.

     (a)  Exhibits.

     The following documents are filed as a part of this registration statement.

 Exhibit                  Description of Exhibit
---------  -----------------------------------------------------

   4.1     Restated Certificate of Incorporation of registrant
           (incorporated by reference to Appendix A to the
           definitive Prospectus/Joint Proxy Statement of The
           Amalgamated Sugar Company and LLC Corporation, File
           No. 1-5467, dated February 10, 1987 and filed with
           the Commission).

   4.2     Bylaws of the registrant, as amended May 6, 1992
           (incorporated by reference to Exhibit 3.1 to the
           registrant's Quarterly Report on Form 10-Q for the
           quarter ended March 31, 1992, File No. 1-5467, filed
           with the Commission).

   4.3     Valhi, Inc. 1997 Long-Term Incentive Plan
           (incorporated by reference to Exhibit 10.12 to the
           registrant's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1996, File No. 1-5467,
           filed with the Commission).

   5.1*    Opinion of Andrew Louis, Esq.

  23.1     Consent of Andrew Louis, Esq. (included in his
           opinion filed as Exhibit 5.1).

  23.2*    Consent of Coopers & Lybrand, L.L.P.

  23.3*    Consent of KPMG Peat Marwick LLP.

  24.1     Power of Attorney (see the initial signature page of
           this registration statement).

----------

*    Filed herewith.

Item 9.  Undertakings.

     A.   The undersigned registrant hereby undertakes:

          (1)  to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the registration statement or any material change
     to such information in the registration statement;

          (2)  that, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof; and

          (3)  to remove from registration by means of a post-effective
     amendment any of the securities being registered that remain unsold at the
     termination of the offering.

     B.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, Texas, on March 20, 1998:

                                VALHI, INC.

                                By:  /s/ Steven L. Watson
                                     ---------------------------
                                    Steven L. Watson
                                    Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Steven L. Watson, J. Mark Hollingsworth
and Antony Andrew R. Louis, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same with all exhibits, thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:

        Signature                   Title               Date
--------------------------  ---------------------  --------------

/s/ Harold C. Simmons       Chairman of the        March 20, 1998
--------------------------  Board, President and
Harold C. Simmons           Chief Executive
                            Officer (Principal
                            Executive Officer)

/s/ Glenn R. Simmons        Vice Chairman of the   March 20, 1998
--------------------------  Board
Glenn R. Simmons

/s/ Bobby D. O'Brien        Vice President and     March 20, 1998
--------------------------  Treasurer (Principal
Bobby D. O'Brien            Financial Officer)

/s/ Gregory M. Swalwell     Controller (Principal  March 20, 1998
--------------------------  Accounting Officer)
Gregory M. Swalwell

/s/ Norman S. Edelcup       Director               March 20, 1998
--------------------------
Norman S. Edelcup

/s/ Kenneth R. Ferris       Director               March 5, 1998
--------------------------
Kenneth R. Ferris

/s/ J. Walter Tucker, Jr.   Director               March 5, 1998
--------------------------
J. Walter Tucker, Jr.

                               INDEX TO EXHIBITS

 Exhibit                  Description of Exhibit
---------  -----------------------------------------------------

   4.1     Restated Certificate of Incorporation of registrant
           (incorporated by reference to Appendix A to the
           definitive Prospectus/Joint Proxy Statement of The
           Amalgamated Sugar Company and LLC Corporation, File
           No. 1-5467, dated February 10, 1987 and filed with
           the Commission).

   4.2     Bylaws of the registrant, as amended May 6, 1992
           (incorporated by reference to Exhibit 3.1 to the
           registrant's Quarterly Report on Form 10-Q for the
           quarter ended March 31, 1992, File No. 1-5467, filed
           with the Commission).

   4.3     Valhi, Inc. 1997 Long-Term Incentive Plan
           (incorporated by reference to Exhibit 10.12 to the
           registrant's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1996, File No. 1-5467,
           filed with the Commission).

   5.1*    Opinion of Andrew Louis, Esq.

  23.1     Consent of Andrew Louis, Esq. (included in his
           opinion filed as Exhibit 5.1).

  23.2*    Consent of Coopers & Lybrand, L.L.P.

  23.3*    Consent of KPMG Peat Marwick LLP.

  24.1     Power of Attorney (see the initial signature page of
           this registration statement).

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*    Filed herewith.