UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION



                              WASHINGTON, DC 20549



                                    FORM 8-K



                                 CURRENT REPORT



                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934



                        Date of Report: February 24, 2004




                               NL Industries, Inc.
             (Exact name of Registrant as specified in its charter)



    New Jersey                        1-640                   13-5267260
 (State or other                   (Commission               (IRS Employer
  jurisdiction of                  File Number)              Identification
  incorporation)                                                  No.)



5430 LBJ Freeway, Suite 1700, Dallas, TX                             75240-2697
(Address of principal executive offices)                             (Zip Code)



                                 (972) 233-1700
              (Registrant's telephone number, including area code)





<PAGE>




Item 9:  Regulation FD Disclosure
Item 12: Results of Operations and Financial Condition

     Pursuant to Items 9 and 12 of this current  report,  the registrant  hereby
furnishes the  information set forth in the press release issued on February 24,
2004, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein
by reference.

     The information,  including the exhibit,  the registrant  furnishes in this
report is not deemed  "filed"  for  purposes  of  section  18 of the  Securities
Exchange Act of 1934, as amended,  or otherwise  subject to the  liabilities  of
that  section.  Registration  statements  or  other  documents  filed  with  the
Securities and Exchange  Commission  shall not incorporate  this  information by
reference, except as otherwise expressly stated in such filing.


<PAGE>


                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                               NL INDUSTRIES, INC.
                                   (Registrant)




                               By:    /s/ Gregory M. Swalwell
                                      ----------------------------
                                      Gregory M. Swalwell
                                      Vice President, Finance




Date:  February 24, 2004




<PAGE>


                                INDEX TO EXHIBITS


Exhibit No.    Description
-----------    --------------------------------------------------

99.1           Press  release dated  February 24, 2004 issued by NL  Industries,
               Inc.
[{"type": "8-K", "sequence": "1", "filename": "nl8k1203.txt", "secsgml_size_bytes": 2841}]
{"company-data": {"conformed-name": "NL INDUSTRIES INC", "cik": "0000072162", "assigned-sic": "2810", "irs-number": "135267260", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00640", "film-number": "04624659"}, "business-address": {"street1": "5430 LBJ FREEWAY", "street2": "SUITE 1700", "city": "DALLAS", "state": "TX", "zip": "75240-2697", "phone": "972-233-1700"}, "mail-address": {"street1": "5430 LBJ FREEWAY", "street2": "SUITE 1700", "city": "DALLAS", "state": "TX", "zip": "75240-2697"}, "former-company": {"former-conformed-name": "NATIONAL LEAD CO", "date-changed": "19710520"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                        Date of Report: February 24, 2004

                               NL Industries, Inc.
             (Exact name of Registrant as specified in its charter)

    New Jersey                        1-640                   13-5267260
 (State or other                   (Commission               (IRS Employer
  jurisdiction of                  File Number)              Identification
  incorporation)                                                  No.)

5430 LBJ Freeway, Suite 1700, Dallas, TX                             75240-2697
(Address of principal executive offices)                             (Zip Code)

                                 (972) 233-1700
              (Registrant's telephone number, including area code)
Item 9:  Regulation FD Disclosure
Item 12: Results of Operations and Financial Condition

     Pursuant to Items 9 and 12 of this current  report,  the registrant  hereby
furnishes the  information set forth in the press release issued on February 24,
2004, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein
by reference.

     The information,  including the exhibit,  the registrant  furnishes in this
report is not deemed  "filed"  for  purposes  of  section  18 of the  Securities
Exchange Act of 1934, as amended,  or otherwise  subject to the  liabilities  of
that  section.  Registration  statements  or  other  documents  filed  with  the
Securities and Exchange  Commission  shall not incorporate  this  information by
reference, except as otherwise expressly stated in such filing.
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                               NL INDUSTRIES, INC.
                                   (Registrant)

                               By:    /s/ Gregory M. Swalwell
                                      ----------------------------
                                      Gregory M. Swalwell
                                      Vice President, Finance

Date:  February 24, 2004
INDEX TO EXHIBITS

Exhibit No.    Description
-----------    --------------------------------------------------

99.1           Press  release dated  February 24, 2004 issued by NL  Industries,
               Inc.