SecProbe.io

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

      July 28, 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 your 7/13/05 response to our 6/20/05 comment letter. Please
provide us with supplemental information so  we may better understand your disclosures.
Please provide this information to us in  an EDGAR correspondence by August 15, 2005.
After reviewing this information, we ma y 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.

Prior Comment 5.1

 We note your determination that Valhi’s in vestment in the LLC is a debt security
and that its fair value is readily determinable. You state that Valhi’s interest in the LLC is
generally non-voting and does not grant Valh i a specific ownership percentage in the
LLC’s net assets. You further state that Valh i has no contingent liability exposure with
respect to its investment in the LLC, and th at Valhi has no ability to exert significant
influence over the operating and financial po licies of the LLC. We fu rther note that, prior
to its 1/3/97 reorganization as an LLC, the di vested business generate d consistent positive
operating cash flows. It also appears that such positive cash flows have continued given
the LLC’s ability to meet its minimum cash di stributions to Valhi.  In your response to
prior comment 6, you also observe that the LLC has always had access to credit facilities
and has never needed any subordinated financ ing. Based on these factors, and the $158
million cash received from Snake River, it is not clear why the LLC investment was not
initially recorded at a fair value approx imating its $250 million redemption value. The
excess of the investment’s fair value over the $34 million cost basis of the transferred
business would presumably have been reco rded as a gain on sale of discontinued
operations at 1/3/97. It appear s inappropriate to defer rec ognition of the gain on your
1997 asset disposition until the date that Valhi redeems its LLC debt security. In this

Mr. Bobby D. O’Brien, CFO
July 28, 2005
Page 2 of 2

regard, we note that Valhi was first able to  redeem its investment in 2002 and apparently
has no economic incentive to exercise its  re demption right since it would likely carry a
negative cash flow impact due to the tax on th e gain. Please clarify for us why the LLC
debt security was not initially recorded at $250 million and why a gain has not been
recognized on the sale.

Prior Comment 6

 We note that on 1/3/97 Snake River contributed $14 million cash to the LLC for
its equity interest in the LLC . It appears that this amount may have been lent to Snake
River by Valhi as part of the $192 million debt financing. Also, it is not clear whether the LLC has any significant equity on a GAAP basi s given the redemption features and the
guidance in SFAS 150. Please clarify for us how this impacts your analysis given the guidance in paragra ph 5.a.of FIN 46(R).

 Please clarify for us why Snake River was unable to obtain enough third-party financing @1/3/97 to cover the $250 million loan. Please describe the composition of
Snake River’s stockholders and also the company’s capital structure at 1/3/97.

 Please clarify for us the provision wher eby Snake River absorbs LLC losses but
Valhi does not. Article 8.2 of the Company Agreement appears to shield both members
from the obligation to absorb losses.

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