SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

      June 20, 2005
Mr. Bobby D. O’Brien, CFO
Valhi, Inc.
5430 LBJ Freeway, Suite 1700
Dallas, Texas  75240-2697

Re: Valhi, Inc.  File No. 333-48391
 12/31/04 Form 10-K
 3/31/05 Form 10-Q

Dear Mr. O’Brien:

We have reviewed the financial statemen ts and MD&A in your filings and have
the following comments. We think you should re vise certain disclosures in your future
filings with the Commission. If  you disagree, we will consider your explanation as to
why our comment is inapplicable or a revi sion is unnecessary. Please be as detailed as
necessary in your explanation. In some of our comments, we may ask you to provide us
with supplemental information so we ma y better understand your disclosure. Please
provide this information to us in an  EDGAR correspondence by July 5, 2005. After
reviewing this information, we may or  may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. We note the materiality of receivables and inventories to your total assets. We
also note the material impact that change s in these accounts had on your operating cash
flows, both at 12/31/04 and at  3/31/05. It does not appear that the changes in these
accounts are attributable solely to the corresponding increases in  net sales. In this regard
we note that the ratio of accounts receivable  to quarterly net sa les has materially
increased since 12/31/03 whereas the corr esponding inventory ratio has materially
decreased. In future filings please expand the liquidity section of your MD&A to quantify
the receivable and inventory turnover ratios fo r each period presented. Material variances
should be explained in the filing pursuant to th e guidance in Instructions 4. and 5. to Item
303(a) of Regulation S-K.

2. Both the critical accounting policie s section of MD&A, and the accounting
policies footnote to your financial statements, disclose the existence of an allowance for
obsolete and slow-moving inventories. However, this account balance is not disclosed in

Mr. Bobby D. O’Brien, CFO
June 20, 2005
Page 2 of 4

the inventory footnote (Note 6) or in Schedule II. In future filings, please disclose the
activity in this account pursuant to  Article 12-09 of Regulation S-X.

3. We note the inclusion of a subtotal on your Income Statements that readers may
interpret as being analogous to operating income. Such amount is $56,420 at 12/31/04.
This balance includes interest  and dividend income as we ll as interest expense and
therefore is not consistent with the guid ance in Article 5-03 of Regulation S-X. To
facilitate comparability with other similar public companies, in future filings, please
either reclassify such accounts as non-operating or dele te the subtotal.

4. We note that the cash dividends paid to minority shareholders are classified as
financing activities in your Statements of  Cash Flows. This presentation had a 14%
impact on the financing cash flows balance in  your 3/31/05 Statement of Cash Flows.
Given that the minority interests in the earni ngs of a subsidiary re duce consolidated net
income, and that dividends to minority ow ners are the payout of amounts previously
deducted from consolidated net income and carried as a credit on the consolidated
balance sheet, it appears that, like interest pa id on other sources of financing, dividends
paid to minority owners should be classifi ed as operating cash flows. The difference
between the minority interest in the net income  of a subsidiary and the dividends paid to
minority owners would be a reconciling item  between consolidated net income and net
cash flows from operations. Please tell us your basis for your presentation.

5. Note 5 to the 12/31/04 financial statements describes a $170 million equity
investment in Amalgamated Sugar Comp any LLC. Notes 8 and 10 describe a $118
million loan/interest receivable and a $250 million loan payable from/to Snake River Sugar Company. We understand that Snake Ri ver Sugar Company is the other equity
member in the LLC. In a letter of supplement al information, please clarify certain issues
regarding these arrangements.

5.1 In 1997 the carrying value of the asse t was increased from $34 million to $170
million. The gain was recorded in the other comprehensive income account in the equity
section. Please explain to us how you determined that the fair value of the LLC equity investment was readily determinable and th erefore subject to the “available for sale”
accounting model. It appears th at the equity interest does not meet the criteria in
paragraph 3.a of SFAS 115. In stead, it appears that the LLC  equity investment should
have been accounted for under the equity method pursuant to APB 18 and the analogous
guidance in SOP 78-9. It is  not clear how you determined that you did not have
significant influence over the operating a nd financial policies of  the LLC given your
ability to take control of the LLC if memb er distributions (and presumably operating

Mr. Bobby D. O’Brien, CFO
June 20, 2005
Page 3 of 4

performance) decreased to certain levels. We also note your substantial veto rights
concerning material investing and financing activities of th e LLC. The guidance in EITF
3-16 also appears relevant to this issue. Please provide an analysis of these issues as they
pertain to both your original accounting for th e LLC equity interest and to your current
accounting for this asset.

5.2 If this investment were accounted for under the equity method, separate financial
statements of the LLC may be  required pursuant to Articl e 3-09 of Regulation S-X. In
this regard we note the materiality of your me mber distributions rela tive to your pre-tax
income. Please tell us your c onsideration of this issue.

5.3 Please clarify for us why the LLC equity in terest is characteri zed as “non-voting”
given that Article 6.2 of the 1/3/97 Company Agreement appear s to indicate the existence
of voting rights.

5.4 Please clarify for us the ownership percen tage you have in the net assets of the
LLC.

5.5 Please explain to us the percentage of LLC losses that would be allocated to your
equity interest i.e. 50%; 95%; etc.

5.6 Please tell us whether you are obligated to fund LLC losses. Please address any circumstances that would require you to rem it cash or other consideration to the LLC.

6. Note 19 to the 12/31/04 financial st atements discloses that FIN46R
implementation did not materially impact the financial statements. In a letter of
supplemental information, please clarify for us  how you determined th at consolidation of
the LLC is not required. We may have further comment.

7. Please note that your file  number is 333-48391, not 1-5467.

8. We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company's disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made. In
connection with responding to our comments , please provide, in writing, a statement
from the company acknowledging that:

Mr. Bobby D. O’Brien, CFO
June 20, 2005
Page 4 of 4

           the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

           staff comments or changes to disclosure  in response to st aff comments do not
foreclose the Commission from taking any action with respect to the filing; and

           the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the fede ral securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Al Pavot at (202) 551-3738 or me at  (202) 551-3255 if you have
questions regarding comments on the financia l statements and related matters.

       S i n c e r e l y ,

       Nilima N. Shah,
         Accounting Branch Chief