UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

              Date of Report (Date of the earliest event reported)
                                 October 5, 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, Texas          75240-2697
  ----------------------------------------------------      --------------
          (Address of principal executive offices)            (Zip Code)

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

         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[   ]    Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

[   ]    Soliciting material pursuant to Rule 14a-12  under  the Exchange Act
         (17 CFR 240.14a-12)

[   ]    Pre-commencement communications pursuant to  Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

[   ]    Pre-commencement communications pursuant to Rule 13e-4(c) under  the
         Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 8.01  Other Events.

     Pursuant  to  a  Subscription  Agreement  (the  "Subscription   Agreement")
executed  on October  5, 2004 but  effective  as of  October  1, 2004,  among NL
Industries,  Inc., a New Jersey  corporation  ("NL"),  TIMET Finance  Management
Company, a Delaware corporation ("TFMC"),  and CompX Group, Inc., a newly formed
Delaware  corporation  ("CGI"),  NL and TFMC initially  capitalized  CGI by each
contributing to CGI effective  October 1, 2004 the following  shares (the "CompX
Shares") of either class A or class B common  stock,  par value $0.01 per share,
of CompX International Inc., a Delaware corporation ("CompX"),  and receiving in
return for such initial capitalization of CGI the following shares of the common
stock, par value $0.01 per share of CGI (the "CGI Shares").

<TABLE>
<CAPTION>
                                                                       CGI
                                   Shares           Shares        Shares Issued
                                  of CompX         of CompX        to such CGI
                                   Class A          Class B       Stockholder in
                                Common Stock     Common Stock   Exchange for the
            CGI                  Contributed      Contributed      CompX Shares
        Stockholder                to CGI           to CGI         Contributed
      ---------------          ---------------  ---------------  ---------------
<S>                            <C>              <C>              <C>
NL.........................         374,000        10,000,000       10,374.00
TFMC.......................       2,212,820                 0        2,212.82
</TABLE>

     As a result of the  initial  contribution,  NL and TFMC became the sole CGI
stockholders  and record  holders of 82.4% and 17.6% of the  outstanding  common
stock of CGI, respectively.

     Pursuant to the Subscription  Agreement,  CGI agreed that it would not sell
any of the  CompX  Shares  contributed  to CGI by TFMC (as such  number of CompX
Shares may be  adjusted  from time to time  pursuant to stock  splits of,  stock
dividends  on, or  recapitalizations  of,  such CompX  Shares)  pursuant  to the
Subscription Agreement without the express written consent of TFMC. In addition,
in accordance with the Subscription Agreement, the parties entered into a Voting
Agreement  executed on October 5, 2004 but  effective as of October 1, 2004 (the
"Voting Agreement").

     The terms of the Voting Agreement provide that:

     (1) NL will vote all of its CGI  Shares to elect as a  director  of CGI one
         person designated in writing by TFMC;

     (2) The initial  person  designated by TFMC to be elected a director of CGI
         would be J. Landis Martin; and

     (3) The CGI board of directors  would be comprised of five persons and each
         CGI stockholder would take or cause to be taken all action to:

          (i)  require that the certificate of  incorporation  and bylaws of CGI
               provides for a board of directors of five persons; and

          (ii) ensure at all times that the  certificate  of  incorporation  and
               bylaws  of CGI  would  not at any time be  inconsistent  with the
               provisions of the Voting Agreement.

     Pursuant  to  CGI's  certificate  of  incorporation  (the  "Certificate  of
Incorporation"), upon the written request of a CGI stockholder, CGI is obligated
to redeem such number of the  stockholder's  shares of CGI common stock that the
stockholder  requests.  The CGI stockholder is also entitled to elect to receive
as part of the  redemption  price such  number of shares of the CompX class A or
class B common stock,  the  stockholder  or its  predecessor  holders or assigns
contributed to CGI that is equal to the product of 1,000 (equitably adjusted for
any applicable  stock splits of, stock  dividends on, or  recapitalizations  of,
CompX  common  stock) and the number of shares to be  redeemed.  CGI's  board of
directors is then  obligated to determine in good faith and in its best business
judgment the redemption price. Pursuant to the Certificate of Incorporation,  in
determining the redemption  price, the board of directors shall value each share
of CompX  common stock held by CGI (both the CompX class A and class B shares of
common  stock) at the volume  weighted  average  sales price of a share of CompX
class A  common  stock as  reported  on the New York  Stock  Exchange  composite
transactions  reporting  system for the ten  trading  days ending on the day CGI
receives the redemption request.

     With the initial  capitalization  of CGI, NL and CompX  became  eligible to
file consolidated  returns of federal income taxes with Contran  Corporation,  a
Delaware  corporation and the parent of NL and CompX  ("Contran").  Concurrently
with the initial capitalization of CGI, CompX, NL and Contran entered into a Tax
Agreement  executed on October 5, 2004 but  effective as of October 1, 2004 (the
"Tax  Agreement").  The  Tax  Agreement  provides  that  NL and  its  qualifying
subsidiaries,  including  CompX,  compute  provisions for U.S. income taxes on a
separate-company basis using the tax elections made by Contran.  Pursuant to the
Tax Sharing  Agreement and using the tax elections  made by Contran,  CompX will
make payments to, or receive  payments from NL, in amounts it would have paid to
or received from the U.S.  Internal  Revenue Service had it not been a member of
NL's  consolidated  tax group but  instead was a separate  taxpayer.  Refunds to
CompX are  generally  limited to amounts  previously  paid under the Tax Sharing
Agreement.

     The descriptions of the Subscription Agreement,  the Voting Agreement,  the
Certificate of Incorporation  and the Tax Agreement in this report are qualified
in their  entirety by the terms of the actual  documents  filed as Exhibits 99.1
through 99.4 to this report and incorporated herein by reference.

<PAGE>

Item 9.01  Financial Statements and Exhibits.

(c) Exhibits.

<TABLE>
<CAPTION>
    Item No.   Exhibit Index
    ---------  ----------------------------------------
    <S>        <C>
    99.1       Subscription Agreement executed on October 5, 2004  but effective
               as of October 1, 2004 among NL  Industries,  Inc.,  TIMET Finance
               Management  Company and CompX Group, Inc. Not all of the exhibits
               to  this  Exhibit  99.1  have  been  filed;  upon  request,   the
               registrant  will furnish  supplementally  to the  Securities  and
               Exchange Commission a copy of the omitted exhibits.

    99.2       Voting  Agreement  executed on October 5, 2004 but   effective as
               of October  1, 2004  among NL  Industries,  Inc.,  TIMET  Finance
               Management Company and CompX Group, Inc.

    99.3       Certificate of Incorporation of CompX Group, Inc.

    99.4       Tax  Agreement  executed  on  October  5, 2004  but  effective as
               of October 1, 2004 among NL Industries, Inc., Contran Corporation
               and CompX International Inc.
</TABLE>

<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 and
                                   Chief Financial Officer



Date:  October 8, 2004

<PAGE>

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit No.   Description
-----------   --------------------------------------------------
<S>           <C>
99.1          Subscription  Agreement executed on October 5, 2004  but effective
              as of October 1, 2004 among NL  Industries,  Inc.,  TIMET  Finance
              Management  Company and CompX Group,  Inc. Not all of the exhibits
              to this Exhibit 99.1 have been filed; upon request, the registrant
              will  furnish   supplementally  to  the  Securities  and  Exchange
              Commission a copy of the omitted exhibits.

99.2          Voting Agreement executed on October 5, 2004  but effective as of
              October  1,  2004  among  NL  Industries,   Inc.,   TIMET  Finance
              Management Company and CompX Group, Inc.

99.3          Certificate of Incorporation of CompX Group, Inc.

99.4          Tax  Agreement  dated as of  October  1, 2004 among NL Industries,
              Inc., Contran Corporation and CompX International Inc.
</TABLE>