SecProbe.io

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

                                November 15, 2005

Securities and Exchange Commission
100 F Street, N.E.
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 quarters ended March
           31, 2005
           and June 30, 2005

Ladies and Gentlemen:

     The following are the  responses of Valhi,  Inc.  ("Valhi") to the comments
contained in the Staff's  letter dated October 11, 2005 (the  "Comment  Letter")
concerning the above-referenced  periodic reports. The responses are numbered to
correspond to the numbers of the Comment Letter.

1    Note 19 to your December 31, 1997 audited financial  statements states that
     "Because the Company receives  preferential  distributions from the LLC and
     has the right to require  the LLC to redeem its  interest  in the LLC for a
     fixed and determinable  amount beginning at a fixed and determinable  date,
     the   Company   has   classified   its   investment   in  the  LLC  was  an
     available-for-sale  marketable  security  carried at estimated fair value."
     This is consistent with the disclosure in your prior and subsequent filings
     and with the  analysis  provided  in your  July 13,  2005  response  letter
     asserting  that  SFAS  115 is the  relevant  accounting  model  for the LLC
     investment.  Your July 13, 2005 letter also states that "Because  Valhi can
     redeem its interest in the LLC for a fixed and determinable  amount,  Valhi
     believes  it can  readily  determine  the fair  value  of its  investment".
     However,  in your August 12, 2005 letter, you cite paragraph 21.b of APB 29
     as the basis for  deferring  the gain on your asset  sale to the LLC.  This
     appears  inappropriate  because: (1) paragraph 3(e) of APB 29 includes only
     "equity method" investments in its definition of "productive  assets";  and
     (2) SFAS 115 requires that marketable debt securities be initially recorded
     at fair value.  It appears that the fair value of the LLC  investment  when
     acquired  approximated  its $250  million  redemption  value  because:  the
     redemption  value was  negotiated  over several  months with an independent
     third party (Snake River); the annual distributions paid by the LLC on this
     investment share the qualities of an interest-bearing financial instrument;
     Valhi has substantive creditor rights including the ability to take control
     of the LLC if the  minimum  distributions  are not  paid;  the  transferred

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Securities and Exchange Commission
November 15, 2005
Page 2

     business had  historically  generated  positive  cash flows  evidencing  an
     ability to meet its  obligations;  and $158 million of the $250 million was
     constructively received within four months of the transaction.

     Therefore,  it appears  that the  transaction  should  have been  initially
     accounted for by recording the LLC investment at a fair value approximating
     $250  million  and by  recording  a $216  million  gain for the  amount  of
     consideration  that exceeded the $34 million  carrying value of transferred
     assets.  Please revise the accounting in your September 30, 2005 Form 10-Q.
     See the guidance in paragraph 36 and 37 of APB 20.

     Consistent  with the voice  message we left with Mr.  Pavot on November 14,
     2005,   Valhi  will  revise  the  accounting  for  its  investment  in  The
     Amalgamated  Sugar  Company LLC in its  September 30, 2005 Form 10-Q to (i)
     record the LLC investment in its consolidated balance sheet at December 31,
     2004 and September 30, 2005 at $250 million and (ii) reflect the net-of-tax
     gain (equal to the difference  between the $250 million  carrying value and
     the $34 million cost basis,  net of  applicable  deferred  income taxes) as
     part of retained  earnings at December 31, 2004 and September 30, 2005. The
     effect of this change,  which  constitutes  the  correction  of an error in
     previously-issued  financial statements, will be reported as a prior period
     adjustment in accordance  with the  requirements of paragraphs 36 and 37 of
     APBO No. 20. In such Form 10-Q,  Valhi will  present a statement of changes
     in  stockholders'  equity that will reflect (i) the  components  of Valhi's
     consolidated  stockholders'  equity at December  31,  2004,  as  originally
     reported in its Annual Report on Form 10-K for the year ended  December 31,
     2004 filed on March 30, 2005,  (ii) the adjustment to Valhi's  consolidated
     stockholders'  equity at December 31, 2004 resulting from this prior period
     adjustment and (iii) Valhi's consolidated  stockholders' equity at December
     31,  2004,  as  restated  for the effect of this prior  period  adjustment.
     Appropriate  footnote  disclosures  regarding this prior period  adjustment
     will be included in the notes to Valhi's consolidated  financial statements
     included in such Form 10-Q.

     Valhi and its audit  committee  have also  concluded that it will amend its
     Annual Report on Form 10-K for the year ended  December 31, 2004 to reflect
     this prior  period  adjustment.  Valhi  filed a Current  Report on Form 8-K
     dated  November 14, 2005 to announce  such Form 10-K  amendment  under Item
     4.02(a),  and Valhi  currently  expects  to file  such Form 10-K  amendment
     during  the  month of  December  2005.  Valhi's  management  and its  audit
     committee  have  discussed  the  filing of such Form 8-K and such Form 10-K
     amendment  with Valhi's  independent  registered  public  accounting  firm,
     PricewaterhouseCoopers LLP.

2.   Please  revise  Note  13  in  future  filings  to  explain  how  management
     determined  that  receipt  of the $1.2  million  insurance  recoveries  was
     probable given that the companies are insolvent.

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Securities and Exchange Commission
November 15, 2005
Page 3

     For the information of the Staff, NL Industries, Inc. ("NL") recognized the
     $1.2  million  insurance  recovery  in the  second  quarter of 2005 for the
     following  reasons:  (i) prior to June 30, 2005,  NL had filed a claim with
     the trustee of the insolvent  insurance  companies for amounts in excess of
     the $1.2 million  recovery in accordance with the plan of insolvency,  (ii)
     trustees for the insolvent  insurance companies indicated to NL late in the
     second quarter of 2005 that  approximately  $1.2 million of their claim had
     been  approved  for  payment  and such  payment  would be paid  shortly  in
     accordance  with such plan,  (iii)  evidence  available to NL indicated the
     insolvent insurance companies had sufficient funds to pay such $1.2 million
     and (iv) such $1.2 million amount was received by NL in early August 2005.

     Valhi and NL will clarify in their  Quarterly  Reports on Form 10-Q for the
     quarter ended September 30, 2005 that the $1.2 million  insurance  recovery
     was received in August 2005.

3.   Regarding the 490 asbestos  lawsuits against NL, please provide  disclosure
     in future filings informing readers about the range of reasonably  possible
     outcomes.  The existing  disclosure  infers that the  probable  loss is not
     reasonably estimable,  however paragraph 10 of SFAS 5 contains a disclosure
     requirement  for  the  range  of  reasonably  possible  losses.   Absent  a
     substantive  explanation to the contrary,  it would appear that  management
     could  meet this  disclosure  requirement  based on known  facts  i.e.  the
     historical amounts paid for litigation defense and claim settlements,  case
     dismissal rates, types and severities of disease alleged by claimants,  the
     gross  number of any open  malignancy  claims,  the  solvency  of any other
     companies  that  are  co-defendants,   analysis  of  the  jurisdiction  and
     governing  law of the states in which claims are pending;  outside  defense
     counsel's  opinions and  recommendations  with respect to the merits of the
     claims,  and the  extent of any  legally  enforceable  insurance  coverage.
     Please  provide a  disclosure  enabling  readers to assess  the  reasonably
     possible impact of this loss contingency.

     Valhi and NL will  provide a disclosure  in their  future  filings with the
     Commission regarding the range of reasonably possible outcomes with respect
     to this matter.

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Securities and Exchange Commission
November 15, 2005
Page 4

     If you have any  questions  regarding  the  foregoing,  please feel free to
contact the undersigned at 972-450-4261.

                             Very truly yours,

                             Bobby D. O'Brien
                             Vice President and Chief Financial Officer

CC:  Nilima N. Shah, Division of Corporation Finance

     Al Pavot, Division of Corporation Finance

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