SecProbe.io

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                                   Valhi, Inc.
                          5430 LBJ Freeway, Suite 1700
                               Dallas, Texas 75240

                                 August 12, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:      Valhi, Inc.
                  File No. 1-5467
                  Annual Report on Form 10-K for the year ended December 31,
                  2004 Quarterly Report on Form10-Q for the quarter ended March
                  31, 2005

Ladies and Gentlemen:

     The following are the  responses of Valhi,  Inc.  ("Valhi") to the comments
contained  in the  Staff's  letter  dated July 28, 2005 (the  "Comment  Letter")
concerning the above-referenced  periodic reports. The responses are numbered to
correspond to the numbers of the Comment Letter.

5.1  We note your  determination  that Valhi's  investment  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
     Valhi a specific ownership  percentage in the LLC's net assets. You further
     state that Valhi has no contingent  liability  exposure with respect to its
     investment  in the LLC, and that Valhi has no ability to exert  significant
     influence over the operating and financial  policies of the LLC. We further
     note  that,  prior to its 1/3/97  reorganization  as an LLC,  the  divested
     business  generated  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  distributions  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 financing. 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
     approximating  its  $250  million  redemption  value.  The  excess  of  the
     investment's  fair value over the $34 million cost basis of the transferred
     business  world  presumably  have  been  recorded  as a  gain  on  sale  of
     discontinued  operations  at  1/3/97.  It  appears  inappropriate  to defer
     recognition of the gain on your 1997 asset  disposition until the date that
     Valhi redeems its LLC debt security. In this regard, we note that Valhi was
     first able to redeem its  investment in 2002 and apparently has no economic
     incentive  to exercise its  redemption  right since it would likely carry a
     negative cash flow impact due to the tax on the 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.

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Securities and Exchange Commission
August 12, 2005
Page 2

     In determining  the  appropriate  method to account for its interest in the
     LLC at its formation in January 1997,  which LLC interest Valhi obtained in
     exchange for contributing the net assets  represented by its former refined
     sugar operations to the LLC, Valhi made the following conclusions:

     o    Valhi did not  believe  accounting  for its  interest  in the LLC as a
          consolidated  subsidiary was appropriate,  since Valhi did not control
          the LLC.  Please see our July 13, 2005 letter to the Staff for reasons
          why Valhi believes it does not control the LLC.

     o    Valhi did not believe  accounting  for its  interest in the LLC by the
          equity method was appropriate, since Valhi did not have the ability to
          exert significant  influence over the operating and financial policies
          of the LLC.  Please  see our July 13,  2005  letter  to the  Staff for
          reasons  why  Valhi  believes  it does not have the  ability  to exert
          significant influence over the operating and financial policies of the
          LLC.

     o    Valhi did not believe  recording  a gain  through net income at 1/3/97
          for financial reporting purposes, based on a $250 million value of its
          interest in the LLC, was  appropriate  because a sale had not yet been
          consummated,  and the earnings process with respect to such investment
          was not yet  complete.  In making this  conclusion  that the  earnings
          process  was not  yet  complete  and  that a sale  had  not  yet  been
          consummated,  Valhi noted that through its membership  interest in the
          LLC, Valhi  continues to have a large indirect  interest in the assets
          it previously  owned directly,  and that Valhi is entitled to share in
          the future cash  distributions  with respect to such net assets,  with
          such   distributions   being   dependent  in  part  on  the  operating
          performance of the LLC. Therefore,  based on the guidance in paragraph
          21(b)  of APBO  No.  29,  Valhi  concluded  gain  recognition  was not
          appropriate, since Valhi's receipt of its LLC interest represented the
          exchange  of a  productive  asset  not held  for sale in the  ordinary
          course of business  for a similar  productive  asset or an  equivalent
          interest  in  the  same  or  similar   productive  asset.  Valhi  also
          considered the guidance  contained in EITF No. 86-29, which noted that
          no  consensus  was  reached  on  the  issue  of  whether  "fair  value
          accounting"  was  required  in  connection  with  the  exchange  of  a
          controlled  business  for  an  investment  in an  entity  that  is not
          controlled,  but is in the same line of business,  and that individual
          facts and  circumstances  are required to be  evaluated.  Based on the
          facts and circumstances  surrounding  Valhi's interest in the LLC, and

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Securities and Exchange Commission
August 12, 2005
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          Valhi's  conclusions  regarding what  accounting  treatments  were not
          appropriate  (continued  consolidation of the LLC,  accounting for the
          LLC  interest  by the  equity  method  and  gain  recognition),  Valhi
          concluded  that the best  application  of GAAP would be to account for
          its interest in the LLC as a marketable debt security  carried at fair
          value  under SFAS No. 115.  Valhi  would  recognize a gain in earnings
          when  Valhi's  interest  in the LLC has been  redeemed,  since at that
          point Valhi would no longer  have the large  indirect  interest in the
          assets it  previously  owned  directly,  and Valhi  would no longer be
          entitled to share in the future  cash  distributions  with  respect to
          such net assets.  As the Staff notes, the LLC Company  Agreement first
          allowed  Valhi to redeem  its LLC  interest  in 2002,  although  under
          Valhi's  agreement  with  Snake  River's  senior  lenders,   Valhi  is
          prohibited from redeeming its interest in the LLC until one year after
          Snake River's senior term loan has been repaid in full.  Prior to such
          redemption  of Valhi's  interest  in the LLC,  in  determining  how to
          measure the fair value of such LLC  interest  under SFAS No. 115,  and
          considering the fact that Valhi has provided a portion of the funds to
          Snake River Sugar Company (through Valhi's  subordinated loan to Snake
          River)  that  Snake  River  used to make its $250  million in loans to
          Valhi,  Valhi concluded that the appropriate way to measure fair value
          would be to carry its interest in the LLC at each  balance  sheet date
          at the amount of net cash Valhi had actually received from Snake River
          Sugar  Company,  which is equal to $250 million (the amount of Valhi's
          loans from Snake River Sugar Company) less the  outstanding  principal
          balance of any  subordinated  loan Valhi has made to Snake River Sugar
          Company. Valhi believes this most accurately reflects the economics of
          the transaction at any point in time.

     Valhi is aware that  subsequent  to the  issuance  of EITF No.  86-29,  and
     subsequent to the formation of the LLC and Valhi's  receipt of its interest
     in the LLC in January 1997,  additional  authoritative  guidance was issued
     that would indicate that gain  recognition by Valhi upon receipt of its LLC
     interest  might  be  appropriate,  if such  guidance  had been  issued  and
     effective in January 1997. For example,  in EITF No. 98-3, the SEC Observer
     stated (i) that pending final EITF  resolution of what is meant by the term
     "similar" in paragraph  3(e) of APBO No. 29, the exchange of a consolidated
     business  for an equity  method  investee  in a public  company,  such that
     measurability and  realizability are not in question,  would result in gain
     recognition  and (ii) that the  exchange  of a  consolidated  business  for
     another consolidated business in the same line of business is accounted for
     as a fair  value  transaction.  In  addition,  in EITF  No.  00-5,  the SEC
     Observer stated that the exchange of a business for any  nonmonetary  asset
     is not an exchange of  productive  assets and must be accounted for at fair
     value,  unless fair value is not  determinable  within  reasonable  limits.
     However, none of this guidance is applicable to how Valhi would account for
     its interest in the LLC,  either at formation of the LLC in January 1997 or
     subsequently,  as (i) the SEC Observer's  comments in EITF No. 00-5 were to
     be applied prospectively for transactions  committed to after September 21,
     2000 and (ii) the  effective  date of EITF No.  98-3,  which was also to be
     adopted prospectively, was also after the formation date of the LLC.

     As noted above, and based on all facts and  circumstances,  Valhi concluded
     at the time that the best  application  of GAAP would be to account for its
     interest in the LLC as a  marketable  debt  security  carried at fair value

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Securities and Exchange Commission
August 12, 2005
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     under SFAS No. 115.  Because of the unusual and somewhat  complex nature of
     its  interest  in the LLC,  and the  transactions  between  Valhi and Snake
     River, Valhi believes it has provided extensive  disclosure in its periodic
     reports  surrounding the LLC and Snake River,  including  filing all of the
     agreements  related to the LLC and Snake River to which Valhi is a party as
     exhibits to its periodic  reports  pursuant to Item 601 of Regulation  S-K,
     all of which is  intended  to  provide  information  to a reader of Valhi's
     financial  statements to help them  understand the nature of the underlying
     transactions.

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 basis given the redemption features and the guidance in SFAS 150.
     Please  clarify for us how this impacts your analysis given the guidance in
     paragraph 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  whereby 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.

     Funds for the January  1997 $14  million  cash  contribution  made by Snake
     River to the LLC in exchange for Snake River's equity  interest in the LLC,
     as well as funds used by Snake  River to make its $250  million in loans to
     Valhi in January  1997,  were provided by (i) the  grower-members  of Snake
     River, who contributed an aggregate of $89 million cash to Snake River upon
     its  formation  in late 1996 in return  for the  grower-members'  ownership
     interest in Snake River,  and (ii) Valhi's initial debt financing  provided
     to Snake River. Since cash is fungible, it is not possible to designate how
     Snake  River used the funds  provided by such two sources in making its $14
     million  cash  contribution  to the LLC or in making its  initial  loans to
     Valhi.

     As of 1/3/97,  Snake River reported  patrons' equity (the term by which the
     Snake River agricultural cooperative refers as its stockholders' equity) of
     the $89 million cash capital contribution made by its grower-members. Snake
     River's  "stockholders"  at such date were  comprised of the  approximately
     1,500 growers who grow and supply  sugarbeets  (the  primarily raw material
     used in the manufacture of refined sugar) to the LLC.

     During 1996, while Valhi was negotiating with certain growers who comprised
     the executive  management of Snake River  regarding a transaction  in which
     the  growers  would  acquire  control  of  the  refined  sugar   operations
     previously conducted by a wholly-owned subsidiary of Valhi, Snake River was
     also negotiating with various third-party lenders about providing financing
     to Snake River to help fund Snake  River's  $250 million in loans to Valhi.

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Securities and Exchange Commission
August 12, 2005
Page 5

     Valhi was also a party to such negotiations, since such third-party lenders
     needed to have a  complete  understanding  of both  Snake  River and Valhi,
     given the contemplated structure of the LLC's ownership.  By the time Valhi
     and the executive management of Snake River were able to reach an agreement
     on the terms by which the  growers  would  acquire  control of the  refined
     sugar  operations  in early  January  1997,  despite its best efforts Snake
     River had not yet been successful in obtaining its  third-party  financing.
     However,  based on the status of the  negotiations  between Snake River and
     such third-party lenders in January 1997, and the strong desire on the part
     of Valhi as well as the  executive  management of Snake River to complete a
     transaction  as quickly as possible,  Valhi and Snake River  completed  the
     transaction  in which the growers  obtained  control of such refined  sugar
     operations. The desire to complete a transaction as quickly as possible was
     due  primarily  to  the  fact  that  negotiations   between  the  executive
     management of Snake River and Valhi had taken many months,  in part because
     of the length of time required by the  executive  management of Snake River
     to  balance  the   differing   objectives   of  the   approximately   1,500
     grower-members  of Snake River, and both parties felt that if a transaction
     was not  completed as quickly as possible once the terms of the transfer of
     control had been agreed upon, the grower group might  dissolve.  Therefore,
     Valhi and Snake River  completed  the transfer of control in January  1997,
     and Valhi  provided  financing for a  significant  portion of Snake River's
     $250 million of loans it made to Valhi.  Shortly  thereafter,  in May 1997,
     Snake River obtained $100 million of third-party financing, the proceeds of